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

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Five Nines Ltd.
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(Name of small business issuer in its charter)

Colorado 7389 N/A
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(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)

106-1641 Lonsdale Ave. North Vancouver, B.C. Canada V7M 2J5 Ph (604) 880-3144
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(Address and telephone number of principal executive offices)

106-1641 Lonsdale Ave.,North Vancouver, British Columbia,
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Canada, V7M 2J5 (Address of principal place of business or
intended principal place of business)

Scott M. Reed, The Law Office of Reed & Reed, P.C.
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4450 Arapahoe Ave., Suite 100, Boulder, Colorado 80303 Ph (303) 415-2565
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(Name, address and telephone number of agent for service)

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

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

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

If 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, check
the following box. [ ]

CALCULATION OF REGISTRATION FEE
-------------------------------

Title of each Amount to Proposed Proposed Amount of
Class of securities Be registered Maximum offering Maximum aggregate Registration
To be registered Price per unit Offering price fee

Common Stock 1,000,000 $0.10/share $100,000 $100

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.

PROSPECTUS

FIVE NINES LTD.
SHARES OF COMMON STOCK

No Minimum -1,000,000 Maximum

Prior to this offering, there has been no public market for the common stock.

We are offering up to a total of 1,000,000 shares of common stock. The offering
price is $0.10 per share. There is no minimum number of shares that we have to
sell. There will be no escrow account. All money received from the offering will
be immediately used by us and there will be no refunds. The offering will be for
a period of 90 days from the effective date and may be extended for an
additional 90 days if we so choose to do so.

Carman Parente, one of our officers and directors, will be the only person
offering or selling our shares.

INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS.
SEE RISK FACTORS ON PAGE 6.

Price Per Maximum Maximum
Share Aggregate Proceeds
Offering Price To Us

Common Stock $0.10 $100,000 $80,000

There is no minimum number of shares that has to be sold in this offering.
Because there is no minimum number of shares that has to be sold in this
offering, there is no assurance that we will achieve the proceeds level
described in the above table. If we do not raise at least $100,000 in this
offering we may not be able to continue with our proposed operations and we may
go out of business. If we go out of business, investors will lose their entire
investment.

The information in this prospectus is not complete and may be changed. We 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 jurisdiction where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is November 10,2003.

TABLE OF CONTENTS
Page No.
SUMMARY OF OUR OFFERING 5

RISK FACTORS 7

RISKS ASSOCIATED WITH OUR COMPANY 7

RISKS ASSOCIATED WITH THIS OFFERING 12

USE OF PROCEEDS 13

DETERMINATION OF OFFERING PRICE 14

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES 14

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING 16

BUSINESS 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 21
CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT 23

EXECUTIVE COMPENSATION 24

PRINCIPAL SHAREHOLDERS 25

DESCRIPTION OF SECURITIES 26

CERTAIN TRANSACTIONS 26

LITIGATION 26

EXPERTS 26

LEGAL MATTERS 26

FINANCIAL STATEMENTS 27

SUMMARY OF OUR OFFERING

This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information you should consider before
making a decision to purchase the shares we are offering. You should very
carefully and thoroughly read the more detailed information in this prospectus,
and particularly the RISK FACTORS section, review our financial statements and
review all other information that is incorporated by reference in this
prospectus.

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
APPEARING ELSEWHERE IN THIS PROSPECTUS.

Summary Information about Our Company

We were incorporated in the state of Colorado on March 5, 2001. We are
a development stage company and our business is to create, build and operate
businesses that use the power of real-time interactive communications, including
the Internet, telephony, cable and wireless, to satisfy unmet market needs. (See
"BUSINESS"). Our administrative offices are located at 106-1641 Lonsdale Ave.,
North Vancouver, British Columbia, V7K 2X9. Our telephone number is (604)
880-3144, our fax number is (604) 929-8734. Our registered statutory office is
located at 1560 Broadway , Denver, Colorado. The name of our registered agent is
Corporation Service Company.

It is anticipated that most of our companies will be based on ideas we generate
internally, although from time to time we may consider ideas brought to us by
other entrepreneurs or acquire interests in existing Internet companies that are
strategically important to our network. We anticipate that each business in our
integrated, collaborative network will be established as a separate company
rather than as a division of Five Nines Ltd. We believe that the resulting
balance of decentralization and centralization will enable each business to
retain the adaptability and entrepreneurialism of a small company while
benefiting from the economies of scale, information sharing and other synergies
associated with inclusion in our network. Moreover, we believe that our
companies will be able to compete more effectively and grow more rapidly than
many of their stand-alone competitors because we will enable the entrepreneurs
managing our businesses to concentrate primarily on the rapid execution of their
business plans. The Five Nines business method consists of idea generation,
selection and analysis, company building and operational support, and strategic
guidance and direction.

IDEA GENERATION, SELECTION AND ANALYSIS. We intend to create companies by
continually generating ideas for innovative business models. We intend to
measure each idea against several criteria, including whether it addresses an
unmet market need, its potential to benefit the Five Nines network and its
ability to generate increasing efficiencies as the business grows.

COMPANY BUILDING AND OPERATIONAL SUPPORT. We intend to provide our companies
with operational assistance from our various in-house expertise and third party
service providers, access to our business relationships both inside and outside
the Five Nines network and financial support. We expect initially to house our
companies at our facilities. Our directors and officers expect to provide
strategic guidance as well as assistance in sales, marketing and brand
management, executive recruiting, web development and information technology,
and legal, finance, accounting and human resources to our network companies.

STRATEGIC GUIDANCE AND DIRECTION. We intend to actively develop the business
models, strategies, operations and management teams of all our companies
throughout their lifecycles to ensure that each company benefits fully from our
collective experiences. Our senior executives anticipate serving on the boards
of directors of our network companies and participating in consultation and
informal communications that we expect will allow us to take an active, hands-on
role in the ongoing oversight and strategic management of our companies. Our
operating methods are designed to promote commercial relationships among our
network companies, which we believe enhance the value of our overall network.
Our objective is to increase the value of our network by continually creating
new business ideas and acquiring existing businesses in markets involving
real-time interactive communications that complement our existing companies. We
believe that we can enhance stockholder value by engaging in business through an
integrated network of companies in which we own significant stakes over the long
term.

The Five Nines Ltd network currently includes the following companies and web
sites:

- - Five Nines Ltd.-- is a Colorado company formed to explore numerous
business opportunities.

- - www.99999cic.com -- (division of Five Nines Ltd.)is intended to be the
umbrella web site for all the other entities.

- - 627073 BC Ltd DBA Five Nines CIC--is a private British
Columbia company that is wholly owned by Five Nines Ltd.

- - www.Jackofalltrades.ca (division of 627073 BC Ltd DBA Five
Nines CIC)---is a proposed web site that is intended to offer home
repair and maintenance services with a one stop shopping feature
covering a multitude of trades and services for commercial and
residential customers.

- - www.Wheelsforsale.ca (division of 627073 BC Ltd DBA Five Nines
CIC)---is a proposed web site that is intended to offer a medium for
selling predominately used vehicles as well as kit cars, scale model
cars and specialty wheeled products such as all terrain vehicles and
scooters to assist mobility challenged individuals.

The Offering

Following is brief summary of this offering. Please see the "PLAN of
DISTRIBUTION; TERMS of the OFFERING" in this prospectus for a more detailed
description of the offering.

Securities being offered Up to 1,000,000 shares of common stock

Offering price per share $0.10

Offering period The shares are being offered for a period
not to exceed 90 days, unless extended by
our board of directors for an additional 90
days.

Maximum possible net Up to $80,000
Proceeds to our company

Use of proceeds We will use the proceeds to pay for
offering expenses and to execute our proposed
plans to create, build and operate businesses
that use the power of real time interactive
communications.

Number of shares 1,710,000
Outstanding
Before the offering

Maximum possible number 2,710,000
Of shares outstanding
After the offering

We will sell the shares in this offering through Carman Parente, one of our
officers and directors. Mr. Parente intends to offer the shares through
investment meetings and to friends and associates of our officers and directors.

There is no minimum number of shares that have to be sold in this offering and
the shares will be sold on a best efforts basis only. If we do not raise the
maximum $100,000 in this offering we may not be able to continue with our
proposed operations and we may go out of business. If we go out of business,
investors will lose their entire investment.

We are not listed for trading on any exchange or automated quotation system.
Because we are not listed for trading on any exchange or automated quotation
system, you may not be able to resell your shares.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. IF ANY OF THE EVENTS DESCRIBED BELOW ACTUALLY OCCURS, OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE HARMED. IN THAT
EVENT, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE IF A TRADING MARKET
THEN EXISTS, AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT. THIS PROSPECTUS
CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING THE RISKS
DESCRIBED BELOW AND ELSEWHERE IN THIS PROSPECTUS.

RISKS ASSOCIATED WITH OUR COMPANY:

1. Our auditors have issued a going concern opinion because we may not
be able to achieve our objectives and we may have to suspend or cease our
proposed operations entirely.

Our auditors have issued a going concern opinion. This means that there is doubt
that we can continue with our proposed business operations for the next twelve
months. We believe that if we do not raise the maximum $100,000 from our
offering, we may have to suspend or cease operations within months.

2. We have an extremely limited operating history.

We were founded in March 2001 and have a limited operating history upon which
you may evaluate our business and prospects. Our net loss since inception is
$104,304. An investor in our common stock must consider the risks and
difficulties frequently encountered by early stage companies in new and rapidly
evolving markets. We are in early stages of development, and are among many that
have entered the emerging Internet market.

Specific risks to our business include our:
- - ability to generate and successfully commercialize new ideas and to
acquire interests in promising companies;
- - dependence upon the performance of our companies, which are
individually subject both to risks common to all Internet companies and
risks particular to their businesses and related Internet industry
segments;
- - need to manage our expanding operations and network of companies;
- - continuing need to raise additional capital;
- - dependence upon and need to hire key personnel; and
- - need to increase spending to enhance the Five Nines brand and
the strength of our network companies' brands on an ongoing basis.

If we fail to adequately address any of these risks, our consolidated
financial position, results of operations and cash flows may be materially
and adversely affected, our stock price (if a trading market exists) may
decline and/or we may be forced out of business.

3. Our business model is unproven and may not be as successful as we
anticipate.

Our strategy is based upon an unproven business model involving creating,
building and operating businesses in markets involving real-time interactive
communications. Our business model depends on our ability to generate new and
successful business concepts and to successfully integrate them into our
collaborative network. As competition intensifies in the evolving Internet
market, the creation and commercialization of new business concepts may prove
more difficult, which could harm our business. In addition, because our strategy
involves the continued participation in the operation of our network companies
and in the long-term appreciation in value of these companies, we may forego
short-term gains that we could otherwise realize by selling interests in our
network companies.

4. We may be unable to effectively manage the growth of our network
companies and of our network as a whole.

In the future, continued growth of our network companies and our network may
place significantly greater strain on our resources and our ability to manage
the network. This growth subjects us to a number of risks including the
following:
- - the potential that the addition of new network companies may cause
a disruption in our ongoing support of our existing companies,

- - distract our management and other personnel and make it difficult to
maintain our standards, controls and procedures;
- - potential deterioration of our ability to influence our companies'
day-to-day operations;
- - the potential failure of our companies to adopt our ideas for
effectively and successfully managing their growth, which could
interfere with our strategy of increasing the value of our network; and
- - our entry into a market or acquisition of interests in a company or
companies in which we have little experience, which could strain and
distract our management and other resources.

5. As the internet market matures and competition increases, we may not
be able to continue to successfully generate promising opportunities, and we may
not find opportunities to acquire interests in promising companies.

Due to a variety of factors outside of our control, we may be unable to identify
promising business opportunities in the future, or to acquire promising
companies that complement our business strategy. These factors include:

- - competition in bringing new ideas and unique business models to the
marketplace for Internet and other interactive communications
businesses;
- - market saturation as the number of new entrants into the
Internet marketplace grows, potentially to the point where new market
participants have difficulty establishing a viable commercial presence;
- - competition from other potential acquirers and partners of and
investors in interactive communications businesses;
- - in specific cases, failure to agree on the terms of a
potential acquisition, such as the amount or price of our acquired
interest, or incompatibility between us and management of the company
we wish to acquire; and
- - the possibility that we may lack sufficient capital to develop
promising opportunities or to acquire interests in complementary
companies. If we cannot develop new and successful interactive
communications business concepts or acquire interests in complementary
companies, our growth strategy will be impaired.

6. We may have to take actions that are disruptive to our business
strategy to avoid registration under the Investment Company Act of 1940.

The Investment Company Act of 1940 requires registration for companies that are
engaged primarily in the business of investing, reinvesting, owning, holding or
trading in securities. A company may be deemed to be an investment company if it
owns "investment securities" with a value exceeding 40% of the value of its
total assets (excluding government securities and cash items) on an
unconsolidated basis, unless an exemption or safe harbor applies. Securities
issued by companies other than majority-owned subsidiaries are generally counted
as investment securities for purposes of the Investment Company Act. Excluding
government securities and cash items, substantially all of our assets on an
unconsolidated basis currently consist of equity interests in majority owned
subsidiaries. Registration as an investment company would subject us to
restrictions that are inconsistent with our fundamental business strategy of
equity growth through creating, building and operating interactive
communications companies. We may have to take actions, including buying,
refraining from buying, selling or refraining from selling securities, when we
would otherwise not choose to in order to continue to avoid registration under
the Investment Company Act.

7. In making strategic acquisitions, we will face competition from other
potential investors.

Although we anticipate creating most of our network companies ourselves,
from time to time we intend to acquire interests in companies complementary
to our network that were created by other entrepreneurs. In pursuing
opportunities for these acquisitions, we face competition from other
capital providers, including publicly-traded Internet companies, venture
capital companies, large corporations and other companies providing services
similar to ours. Many of these competitors have greater financial resources
than we do. This competition may limit our opportunities to acquire interests in
companies that could enhance our network. If we cannot acquire interests
in attractive companies, our growth strategy may be inhibited or may not
succeed.

8. We may be unable to protect our internet domain names or our other
proprietary rights, which could cause us to lose competitive advantages.

The Internet domain names we use, along with those we register or acquire for
future use, are extremely important parts of our business. The acquisition and
maintenance of domain names generally is regulated by governmental agencies and
their designees. In the future, governing bodies may establish additional
top-level domains, appoint additional domain name registrars or modify the
requirements for holding domain names. As a result, we may be unable to acquire
or maintain relevant domain names in all countries in which we conduct business.
Furthermore, the relationship between regulations governing domain names and
laws protecting trademarks and similar proprietary rights is unclear.

Therefore, we may be unable to prevent third parties from acquiring domain
names that are similar to, infringe upon or otherwise decrease the value of our
trademarks and other proprietary rights. Moreover, the laws of some foreign
countries may not provide protection of our intellectual property rights to
the same extent as those of the United States and Canada. Despite our
precautions, unauthorized third parties might copy or reverse engineer and use
information or technology that we regard as proprietary. If our proprietary
information were misappropriated, we might have to litigate to protect it.
Intellectual property itigation is expensive and time-consuming. The outcome
of any such litigation will be uncertain, and the litigation could divert our
management's attention away from running our business.

9. We will be subject to the significant influence of our current
majority stockholder after this offering, and his interests may not always
coincide with those of our other stockholders.

Carman Parente and entities affiliated with him, in the aggregate, will
beneficially own approximately 63 % of our outstanding common stock following
the completion of this offering if the maximum number of shares are sold.
Mr. Parente will be able to control or significantly influence all matters
requiring approval by our stockholders, including the election of directors
and the approval of mergers or other business combination transactions.
Because his interests may not always coincide with those of our other
stockholders, he may influence or cause us to take actions with which our
other stockholders disagree.

10. There are risks concerning security that relate to the industries in
which our network companies operate.

Concerns regarding the security of transactions and confidential information
on the Internet may have an adverse impact on our business. We believe that
concern regarding the security of confidential information transmitted over
the Internet prevents many potential customers from engaging in online
transactions. As online usage becomes more widespread, our network companies'
customers may become more concerned about security. The infrastructure of all
Internet companies is potentially vulnerable to physical or electronic break-ins
viruses or similar problems. If a person circumvents the security measures
imposed by any of our companies, he or she could misappropriate their
proprietary information or cause interruption in their operations.
Security breaches that result in access to confidential information could
damage our reputation as well as that of our companies and expose
any affected company to a risk of loss or liability. Some of our
companies may be required to make significant investments and efforts to protect
against or remedy security breaches.

11. We face the risk of system failure.

Our success will largely depend upon communications hardware and computer
hardware made available by a third party. Like all computer systems, this system
is vulnerable to damage from earthquake, fire, floods, power loss,
telecommunications failures, break-ins and similar events. Despite the expected
security measures we plan to implement, our servers will also be vulnerable to
computer viruses, physical or electronic break-ins and similar disruptive
problems, which could lead to interruptions, delays, loss of data or cessation
in service to users of our services and products.We presently do not have
redundant systems or a formal disaster recovery plan. We do not now and will not
for the foreseeable future maintain business interruption insurance. Any system
failure that causes interruption or an increase in response time of our Web
sites could result in less traffic to such sites and, if sustained or repeated,
could reduce the attractiveness to consumers, vendors and advertisers of the
products, services and advertising offered by us. In addition, a key element of
our strategy is to generate a high volume of visits to and activity with respect
to our Web sites. An increase in the volume of visits to our Web sites could
strain the capacity of the software or hardware deployed by us, which could lead
to slower response time or system failures, and adversely affect sales of
products, services and advertising and the number of impressions received by
advertising and thus our advertising revenues.

12. We will rely on merchandise vendors and third party manufacturers who
may not perform as anticipated.

We expect that we will entirely depend
upon vendors and third party manufacturers to supply us with
merchandise for sale through our Web sites, and the availability of merchandise
is unpredictable. There can be no assurance that our current and future vendors
and manufacturers will continue to sell merchandise to or manufacture
merchandise for us or otherwise provide merchandise for sale through our Web
sites or that we will be able to establish new vendor or manufacturer
relationships that ensure merchandise will be available. We will also rely on
many of our vendors, manufacturers and our joint venture partners to process and
ship merchandise to customers. We will have limited control over the shipping
procedures of our vendors, manufacturers and our joint venture partners, and
shipments by these vendors, manufacturers and joint venture partners may be
subject to delays. Although most merchandise sold by us is expected to carry a
warranty supplied either by the manufacturer or the vendor and we will not be
obligated to accept merchandise returns, we may however be constrained to accept
returns from customers for which we may not receive reimbursements from our
vendors or manufacturers.

If we are unable to develop and maintain satisfactory
relationships with vendors and manufacturers on acceptable commercial terms, if
we are unable to obtain sufficient quantities of merchandise, if the quality of
service provided by such vendors and manufacturers falls below a satisfactory
standard or if our level of returns exceeds our expectations, our business,
results of operations and financial condition will be materially and adversely
affected.

13. We will rely on other third parties who may not perform as anticipated.

In addition to our merchandise vendors and manufacturers, our operations will
depend on a number of third parties. We will have limited control over these
third parties and will probably have no long-term relationships with any of
them. We do not own a gateway onto the Internet, but instead now and presumably
always will rely on an Internet service provider to connect our Web sites to the
Internet. We will also rely on a variety of technology that we will license from
third parties. The loss of or our inability to maintain or obtain upgrades to
any of these technology licenses could result in delays, which would materially
adversely affect our business, results of operations and financial condition,
until equivalent technology could be identified, licensed or developed and
integrated. Furthermore, we will depend on hardware suppliers for prompt
delivery, installation and service of servers and other equipment used to
deliver our products and services. If we are unable to maintain satisfactory
relationships with such third parties on acceptable commercial terms, or the
quality of products and services provided by such third parties falls below a
satisfactory standard, our business, results of operations and financial
condition will be materially adversely affected. In addition, we will also
depend upon Web browsers for access to the products, services and advertising
offered by us.

14. We may not be able to protect our intellectual property.

The development of our brands depends to a significant degree on the protection
of our trademarks and trade names. We have registered the "99999CIC",
"JACKOFALLTRADES", and "WHEELSFORSALE" web sites. Nonetheless, there can be no
assurance that we will be able to secure significant protection for these
trademarks. Current and future competitors or others may adopt product or
service names similar to our trademarks, thereby impeding our ability to build
brand identity and possibly leading to customer confusion. Our potential
inability to protect our trademarks and trade names might have a material
adverse effect on our business, results of operations and financial condition.
In addition, we may in the future receive notices from third parties claiming
infringement by aspects of our businesses. While we are not currently subject to
any such claim, any future claim, with or without merit, could result in
significant litigation costs and diversion of resources, including the attention
of management, and require us to enter into royalty and licensing agreements,
which could have a material adverse effect on our business, results of
operations and financial condition. In the future, we may also need to file
lawsuits to enforce our intellectual property rights, to protect our trade
secrets, or to determine the validity and scope of the proprietary rights of
others. Such litigation, whether successful or unsuccessful, could result in
substantial costs and diversion of resources, which could have a material
adverse effect on our business, results of operations and financial condition.

15. We may have other potential liability for materials on our web sites.

Because materials may be downloaded from our Web sites and may be subsequently
distributed to others, there is a possibility that claims could be asserted
against us on a variety of legal theories (including defamation, negligence and
copyright and trademark infringement) depending on the nature and content of
such materials. For example, we could be liable for any defamatory information
we provided about a person, for any losses incurred by a person in reliance on
incorrect information negligently provided by us and for copyright and trademark
infringement resulting from information provided by us. Moreover, we expect that
we will enter into agreements with third parties whereby we may provide links to
such third parties' Web sites. A claimant might successfully argue that by
providing such links, that we are liable for wrongful actions by such third
parties through such Web sites, such as defamation, negligence and copyright and
trademark infringement, as well as losses resulting from the products and
services sold by the third party. At the present time we do not carry general
liability insurance. Any imposition of liability or legal defence expenses could
have a material adverse effect on the company's business, operating results and
financial condition.

16. We will have risks with respect to potential acquisitions.

As part of our business strategy, we expect to acquire complementary companies,
products, services or technologies. There can be no assurance that we will be
able to identify additional suitable acquisition candidates or that we will be
able to acquire such candidates on acceptable terms. In addition, the successful
implementation of this strategy depends on our ability to identify suitable
acquisition candidates, acquire such companies on acceptable terms and integrate
their operations successfully with ours. Any such transactions would be
accompanied by the risks commonly encountered in such transactions. Such risks
include, among other things,

- - the difficulty of assimilating the operations and personnel of the
acquired companies;
- - the potential disruption of our ongoing business;
- - additional expenses associated with amortization of acquired intangible
assets;
- - the maintenance of uniform standards, controls,procedures and policies;
- - the impairment of relationships with employees, customers, vendors
and advertisers as a result of any integration of new management
personnel; and
- - the potential unknown liabilities associated with acquired businesses.

There can be no assurance that we will be successful in overcoming these risks
or any other problems encountered in connection with such acquisitions.
Due to all of the foregoing, our pursuit of an overall acquisition strategy
or any future acquisition may have a material adverse effect on our business,
results of operations, financial condition and cash flows. Although we do not
expect to use cash for acquisition consideration, to the extent that we may
choose to do so in the future, we may be required to obtain additional financing
and there can be no assurance that such financing will be available on favorable
terms, if at all.

17. Our companies are subject to risks related to rapid technological change
that could increase cost and uncertainty.

Rapid technological changes make it difficult for Internet companies to remain
current with their technical resources in order to maintain competitive product
and service offerings. The markets in which our companies will operate are
characterized by rapid technological change, frequent new product and service
introductions and evolving industry standards. Significant technological changes
could render existing website technology or other products and services rapidly
obsolete. The Internet's growth and intense competition exacerbate these
conditions. If our companies do not successfully respond to continuing
technological developments or do not respond in a cost-effective way, our
business, financial condition and operating results will be adversely affected.
To be successful, we must adapt to the rapidly changing markets by continually
improving the responsiveness, services and features of our companies' various
products and services and by developing new features to meet customer needs.

18. Additional government regulations may increase the costs of doing
business for our companies and us.

Government regulations and legal uncertainties may place financial burdens
on our business and the businesses of our network companies. Because
of the Internet's popularity and increasing use, new laws and regulations may
be adopted. These laws and regulations may cover issues such as the collection
and use of data from website visitors and related privacy issues, pricing,
content, copyrights, trademarks, online gambling, distribution and quality
of goods and services. Currently, the law governing Internet transactions
remains largely unsettled, even in areas in which there has been some
legislative action. It may take years to determine whether and how existing
laws such as those governing intellectual property, privacy, libel, sexually
explicit material and taxation apply to the Internet. The adoption or
modification of laws or regulations relating to the Internet could adversely
affect our business by increasing our costs and administrative burdens. In
addition, privacy-related regulation of the Internet could interfere with the
strategies of our companies that collect and use personal information as part
of their marketing efforts or businesses. Laws and regulations directly
applicable to communications or commerce over the Internet are becoming more
prevalent. The United States Congress has enacted Internet laws regarding
children's privacy, copyrights, taxation and the transmission of sexually
explicit material. The European Union has enacted its own data protection and
privacy directive to implement laws relating to the processing and transmission
of personal data. We must comply with these new regulations in both Europe and
the United States, as well as any other regulations adopted by other countries
where we may do business. In addition, the growth and development of the market
for online commerce may prompt calls for more stringent consumer protection
laws, both in the United States and abroad. Compliance with any newly adopted
laws may prove difficult for us and may negatively affect our business.

19. We may not be able to meet our future capital needs.

We may not be able to meet our future capital needs. We currently have no
constant and continual flow of revenues. Our future liquidity and capital
requirements will depend upon numerous factors, including the success of our
business model. We may be required to raise additional funds through public or
private financing, strategic relationships or other arrangements. There can be
no assurance that such additional funding, if needed, will be available on terms
acceptable to us, or at all. Furthermore, debt financing (if available) may
involve restrictive covenants, which may limit our operating flexibility with
respect to certain business matters. If additional funds are raised through the
issuance of equity securities, the percentage ownership of our stockholders will
be reduced, stockholders may experience additional dilution in net book value
per share, and such equity securities may have rights, preferences or privileges
senior to those of the holders of our Common Stock. While our need for
additional capital can not now be precisely ascertained because of the
uncertainty of our actual growth, management believes that our future capital
needs, in order to pursue our business plan as desired, will exceed our current
financial position.

We expect to finance our operations for the remainder of fiscal 2003 through
cash flow from operations and proceeds from this offering. We are looking for
sources of additional capital, but there can be no assurance that such sources
can be found or that, if found, the terms of such capital will be commercially
acceptable to us. If adequate funds are not available on acceptable terms,
we may be unable to take advantage of future opportunities or respond to
competitive pressures, any of which could have a material adverse effect on
our business, results of operations and financial condition.

20. We are substantially relying upon the services of a single officer
and director and we may not be able to attract additional management personnel
as needed.

We substantially depend upon the efforts and skills of Carman
Parente, a director and the President of the Company. The loss of the services
of Mr.Parente, or the inability of him to devote sufficient attention to our
operations, would have a materially adverse effect on our operations. We do not
maintain key man life insurance on Mr. Parente. In addition, there can be no
assurance that the current level of management is sufficient to perform all
responsibilities necessary or beneficial for management to perform. Our success
in attracting additional qualified personnel will depend on many factors,
including our ability to provide them with competitive compensation
arrangements, equity participation and other benefits. There is no assurance
that we will be successful in attracting highly qualified individuals in key
management positions.

21. There is no current trading market for our common stock, and any market
that develops may have a very limited float of shares owned by non-affiliates

There has not been any established public market for the trading of the shares
of Common Stock. Subject to the sponsorship of a market maker, shares of Common
Stock are expected to be traded in the over-the-counter market on the OTC
Electronic Bulletin Board. There can be no assurance that such trading will
occur or as to the prices at which the shares of Common Stock will trade. Prices
for shares of Common Stock are determined in the marketplace and may be
influenced by many factors, including the depth and liquidity of the markets for
shares of Common Stock, investor perception of the Company and the industry in
which the Company participates and general economic and market conditions. In
addition to the preceding, if the maximum number of common shares is sold in
this offering, only 37% of the shares of Common Stock outstanding after such
sale will be held by persons not affiliated with the Company. The limited float
resulting from the foregoing facts may make the Common Stock less liquid than it
would be in a more active trading market, possibly causing holders of the Common
Stock to retain their shares longer than they may want. The resulting limited
liquidity may also have the effect of depressing the price of the Common Stock.
We believe that the initial limited float will be eased to some extent over time
as shares of Common Stock subject to legal or contractual restrictions become
freely tradeable, and if we elect to effect a public offering of additional
shares of Common Stock. Finally, we will need to obtain the sponsorship of at
least one market maker in order for the Common Stock to be traded on the OTC
Electronic Bulletin Board. At this time, we have not yet obtained such a
sponsorship. We are not aware of any specific criteria that would preclude us
from obtaining a market maker sponsorship. Once the sponsorship of a market
maker is obtained, such market maker will be required to file a standard form
with the National Association of Securities Dealers before the Common Stock may
be quoted on the OTC Electronic Bulletin Board.

RISKS ASSOCIATED WITH THIS OFFERING:

22. There is no minimum number of shares that must be sold and we will not
refund any funds to you.

There is no minimum number of shares that must be sold in this offering, even
if we raise a nominal amount of money. Any money we receive will be immediately
appropriated by us. No money will be refunded to you under any circumstances.

23. Because the SEC imposes additional sales practice requirements on
brokers who deal in our shares which are penny stocks, some brokers may be
unwilling to trade them. This means that you may have difficulty in reselling
your shares. It also may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the
Securities Exchange Act of 1934 which imposes additional sales practice
requirements on broker/dealers who sell our securities in this offering or in
the aftermarket. For sales of our securities, the broker/dealer must make a
special suitability determination and receive from you a written agreement prior
to making a sale to you. Because of the imposition of the foregoing additional
sales practices, it is possible that brokers will not want to make a market in
our shares. This could prevent you from reselling your shares and may cause
the price of the shares to decline.

24. Because Mr. Parente and his affiliates will own more than 50% of the
outstanding shares after this offering, he will be able to decide who will be
the directors and you may not be able to elect any directors.

Even if we sell all 1,000,000 shares of common stock in this offering, Mr.
Parente and his affiliates will still own 1,710,000 shares and will continue to
control us. . As a result, after completion of this offering, regardless of the
number of shares we sell, Mr. Parente and his affiliates will be able to elect
all of our directors and control our operations.

25. You are risking up to $100,000 to fund our proposed operations.

If our proposed operations fail for any reason, you will lose your entire
investment. You will be providing up to $100,000 to fund our proposed
operations. Since you are providing all of the cash for our proposed operations,
if we cease our proposed operations for any reason, you will lose your entire
investment.

26. Mr. Parente's control prevents you from causing a change in the course
of our operations.

Because Mr.Parente will control us after the offering, regardless of the number
of shares sold, your ability to cause a change in the course of our operations
is eliminated. As such, the value attributable to the right to vote is gone.
This could result in a reduction in value to the shares you own because of
the ineffective voting power.

27. Sales of common stock by our officers and directors will likely
cause the market price for the common stock to drop.

A total of 1,710,000 shares of stock were issued to our two officers and
directors. They paid an average deemed price of $0.10 per share. Subject to the
restrictions described under "Future Sales by Existing Stockholders" under
"PRINCIPAL SHAREHOLDERS " of this prospectus, they will likely sell a portion
of their stock if the market price goes above $0.10. If they do sell there
stock into the market,the sales may cause the market price of the stock to drop.

28. We have broad discretion to use the offering proceeds, and we may not
use these proceeds in a way with which our stockholders agree.

The net proceeds of this offering are not allocated for specific uses other
than to generally further our business of creating, building and operating
businesses in markets involving interactive communications, and to acquire or
increase our interests in these businesses, along with other general corporate
purposes. Our management can spend most of the proceeds from this offering
in ways with which our stockholders may not agree.

FOR ALL OF THE AFORESAID REASONS AND OTHERS SET FORTH HEREIN, THE SHARES COVERED
BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. STOCKHOLDERS SHOULD BE AWARE
OF THESE AND OTHER FACTORS SET FORTH IN THIS PROSPECTUS.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some discussions in this prospectus may contain forward-looking statements that
involve risks and uncertainties. A number of important factors could cause our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this prospectus. Such factors include, those discussed
in "RISK FACTORS," "MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION
and RESULTS of OPERATIONS" and "BUSINESS," as well as those discussed elsewhere
in this prospectus. Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. Readers
are cautioned not to place undue reliance on those forward-looking statements,
which reflect our management's view only as of the date of this prospectus.
Except as required by law, we undertake no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise.

USE OF PROCEEDS

The net proceeds to us after deducting estimated offering expenses of $20,000
will be $80,000 if all the shares are sold. The first $20,000 raised will be
used for offering expenses. All net proceeds will be used to fund ongoing
operations. Funds which are not immediately used for such purposes will be
invested in term deposits and financial instruments issued by financial
institutions approved by Company management and may also be used for general
corporate purposes. We intend to use the net proceeds approximately as follows:

Amount Raised $25,000 $50,000 $75,000 $100,000
Offering Expenses $20,000 $20,000 $20,000 $ 20,000
Working Capital $ 5,000 $30,000 $55,000 $ 80,000

No immediate allowances have been made or are expected to be made for wages till
the company is able to support any additional expenditures through cash flows.
We anticipate using the bulk of our funds to execute our business plan as well
as build up our balance sheets, cash flow pro-formas and earnings potential.
Accordingly, management will have significant flexibility in applying net
proceeds. The failure of management to apply such funds effectively could have a
material adverse effect on our business, results of operations and financial
condition.

While we currently intend to use the proceeds of this offering substantially in
the manner set forth above, we reserve the right to reassess and reassign such
use if, in the judgement of our board of directors, such changes are necessary
or advisable. At present, no material changes are contemplated. Should there be
any material changes in the above projected use of proceeds in connection with
this offering, we will issue an amended prospectus reflecting the same.

DETERMINATION OF OFFERING PRICE

The price of the shares we are offering was arbitrarily determined in order for
us to raise up to a total of $100,000. The offering price bears no relationship
whatsoever to our assets, earnings, book value or other criteria of value.
The factors considered were:
- - the price we believe a purchaser is willing to pay for our stock
- - our relative cash requirements
- - the proceeds to be raised by the offering
- - our lack of operating history
- - the amount of capital to be contributed by purchasers in this offering
in proportion to the amount of stock to be retained by our existing
share holders

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

"Dilution" represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering.
"Net tangible book value" is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares new investors purchase is also a
result of the lower book value of the shares held by our existing stockholders.

As of June 30, 2003, the net tangible book value of our shares of common stock
was a deficit of ($101,304) or approximately NIL per share based upon 3,000,000
shares outstanding.

Four subsequent events as of July 1, 2003 listed below significantly altered the
Company financials: See Note 7- Subsequent Events of Financial Statements.
- - By an agreement dated July 1, 2003, the Company agreed to acquire
all of the outstanding shares of 627073 B.C. Ltd. ("627073") by issuing
230,000 common shares of the Company at a deemed value of $0.10 per
share. The Company and 627073 are related by virtue of a common
director. 627073 is a private British Columbia company.
- - By a resolution dated July 1, 2003, the Company acquired
250,000 shares of Cash Now International Holdings Inc. ("Cash Now")
(3.13% of the common shares of Cash Now) doing business as Finance One
by issuing 480,000 common shares of the Company at a deemed $0.10 per
share. Finance One is a private British Columbia, Canada company and
its business is providing financial services to middle market
companies.
- - By a resolution dated July 1, 2003, the Company settled debts
outstanding at June 30, 2003 with directors of the Company and a
company controlled by a director of the Company in the amount of
$100,000 by the issuance of 1,000,000 common shares of the Company at a
deemed value of $0.10 per share.
- - By a resolution dated July 1, 2003, the Company has accepted
the return of 3,000,000 common shares issued to a director of the
Company for $3,000. These shares have been cancelled.

As of July 1, 2003, the net tangible book value of our shares of common stock
was $69,696 or approximately $0.04 per share based upon 1,710,000 shares
outstanding as a result of the transactions described above. Upon completion of
this offering, in the event all of the shares are sold, the net tangible book
value of the 2,710,000 shares to be outstanding will be $149,696 or
approximately $0.06 per share. The net tangible book value of the shares held by
our existing stockholders will be increased by $0.02 per share without any
additional investment on their part. New investors will incur an immediate
dilution from $0.10 per share to $0.06 per share. Upon completion of this
offering, in the event 75% of the shares are sold, the net tangible book value
of the 2,460,000 shares to be outstanding will be $124,696 or approximately
$0.05 per share. The net tangible book value of the shares held by our existing
stockholders will be increased by $0.01 per share without any additional
investment on their part. New investors will incur an immediate dilution from
$0.10 per share to $0.05 per share. Upon completion of this offering, in the
event 50% of the shares are sold, the net tangible book value of the 2,210,000
shares to be outstanding will be $99,696 or approximately $0.05 per share. The
net tangible book value of the shares held by our existing stockholders will
increase by $0.01 per share to $0.05 per share without any additional investment
on their part. New investors will incur an immediate dilution from $0.10 per
share to $0.05 per share. Upon completion of this offering, in the event 25% of
the shares are sold, the net tangible book value of the 1,960,000 shares to be
outstanding will be $74,696 or approximately $0.04 per share. The net tangible
book value of the shares held by our existing stockholders will be remain at
$0.04 per share without any additional investment on their part. New investors
will incur an immediate dilution from $0.10 per share to approximately $0.04 per
share. After completion of this offering, if 1,000,000 shares are sold, new
investors will own approximately 37% of the total number of shares then
outstanding for which new investors will have made a cash investment of
$100,000, or $0.10 per share. Our existing stockholders will own approximately
63% of the total number of shares then outstanding, for which they have made
contributions of cash and/or services and/or assets, totaling $171,000, or
approximately $0.10 per share. After completion of this offering, if 750,000
shares are sold, new investors will own approximately 30% of the total number of
shares then outstanding for which new investors will have made a cash investment
of $75,000, or $0.10 per share. Our existing stockholders will own approximately
70% of the total number of shares then outstanding, for which they have made
contributions of cash and/or services and/or assets, totaling a deemed value of
$171,000, or approximately $0.10 per share. After completion of this offering,
if 500,000 shares are sold, new investors will own approximately 23% of the
total number of shares then outstanding for which new investors will have made a
cash investment of $50,000, or $0.10 per share. Our existing stockholders will
own approximately 77% of the total number of shares then outstanding, for which
they have made contributions of cash and/or services and/or assets, totaling a
deemed value of $171,000 or approximately $0.10 per share. After completion of
this offering, if 250,000 shares are sold, new investors will own approximately
13% of the total number of shares then outstanding for which new investors will
have made a cash investment of $25,000, or $0.10 per share. Our existing
stockholders will own approximately 87% of the total number of shares then
outstanding, for which they have made contributions of cash and/or services
and/or assets, totaling a deemed value of $171,000, or approximately $0.10 per
share. The following table compares the differences of new investors' investment
in our shares with the investment of our existing stockholders.

EXISTING STOCKHOLDERS

Price per share $0.10*
Net tangible book value per share before offering $0.04
Net tangible book value per share after offering $0.05
Increase to present stockholders in net tangible book value per share after
offering $0.01
Capital contributions $171,000*
Number of shares outstanding before the offering 1,710,000
Number of shares after offering held by existing stockholders 1,710,000
Percentage of ownership after offering 63%

PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
Price per share $0.10
Dilution per share $0.05
Capital contributions $100,000
Number of shares after offering held by public investors 1,000,000
Percentage of ownership after offering 27%

PURCHASERS OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD
Price per share $0.10
Dilution per share $0.05
Capital contributions $75,000
Number of shares after offering held by public investors 750,000
Percentage of ownership after offering 30%

PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD
Price per share $0.10
Dilution per share $0.06
Capital contributions $50,000
Number of shares after offering held by public investors 500,000
Percentage of ownership after offering 23%

PURCHASERS OF SHARES IN THIS OFFERING IF 25% OF SHARES SOLD
Price per share $0.10
Dilution per share $0.06
Capital contributions $25,000
Number of shares after offering held by public investors 250,000
Percentage of ownership after offering 13%

*These amounts include our Board of Directors' valuations of services and
properties contributed by our existing directors and shareholders. These
valuations were not made by an independent party and there can be no assurance
that an independent valuation would have resulted in the same or similar
valuations.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

The offering price is $0.10 per share. There is no minimum number of shares that
we have to sell. There will be no escrow account. All money received from the
offering will be immediately used by us and there will be no refunds. The
offering will be for a period of 90 days from the effective date and may be
extended for an additional 90 days if we choose to do so.

There is no minimum number of shares that must be sold in this offering. Any
money we receive will be immediately appropriated by us for the uses set forth
in the Use of Proceeds section of this prospectus. No funds will be placed in an
escrow account during the offering period and no money will be returned once the
subscription has been accepted by us.

We will sell the shares in this offering through Carman Parente, one of our
officers and directors. Mr. Parente will contact individuals and corporations
with whom he has an existing or past pre-existing business or personal
relationship and will attempt to sell them our common stock. Mr. Parente will
receive no commission from the sale of any shares. Mr. Parente will not register
as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934
in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which
a person associated with an issuer may participate in the offering of the
issuer's securities and not be deemed to be a broker-dealer. The conditions are
that:
1. The person is not subject to a statutory disqualification, as that
term is defined in Section 3(a)(39) of the Act, at the time of his
participation; and,

2. The person is not compensated in connection with his participation by
the payment of commissions or other remuneration based either directly
or indirectly on transactions in securities; and

3. The person is not at the time of their participation, an associated
person of a broker-dealer; and,

4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule
3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended
primarily to perform at the end of the offering, substantial duties for or on
behalf of the Issuer otherwise than in connection with transactions in
securities; and (B) is not a broker or dealer, or an associated person of a
broker or dealer, within the preceding twelve (12) months; and (C) does not
participate in selling and offering of securities for any Issuer more than once
every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).

Mr. Parente has not sold and will not sell our securities during the periods
described, except pursuant to this offering. Mr. Parente is not subject to
disqualification, is not being compensated, and is not associated with a
broker-dealer. Mr. Parente is and will continue to be one of our officers and
directors at the end of the offering and has not been during the last twelve
months and is currently not a broker/dealer or associated with a broker/dealer.
Mr.Parente has not during the last twelve months and will not in the next twelve
months offer or sell securities for another corporation. Mr. Parente intends
to contact persons with whom he had a past or has a current personal or business
relationship and solicit them to invest in this offering.

Only after the SEC declares our registration statement effective, do we intend
to solicit sales where the offering will be registered. We will not utilize the
Internet to advertise our offering. We will also distribute the prospectus to
potential investors, our business associates, our friends and relatives who are
interested in us and in a possible investment in the offering.

Offering Period and Expiration Date

This offering will commence on the date of this prospectus and continue for a
period of 90 days. We may extend the offering period for an additional 90 days,
or unless the offering is completed or otherwise terminated by us.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must: execute
and deliver a subscription agreement; deliver a check or certified funds to us
for acceptance or rejection. All checks for subscriptions must be made payable
to "Five Nines Ltd."

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.

Regulation M

Our officers and directors will not be purchasing any of the shares of common
stock offered by us in this offering. We and our distribution participants will
comply with the provisions of Regulation M. Other than the foregoing, no
consideration has been given to compliance with Regulation M of the Exchange
Act. Regulation M is intended to preclude manipulative conduct by persons with
an interest in the outcome of an offering, while easing regulatory burdens on
offering participants.

Other Matters

The Distribution is not being made in any states or other jurisdictions in which
it is unlawful to do so. We may delay the commencement of the distribution in
certain states or other jurisdictions in order to comply with the securities law
requirements of such states or other jurisdictions. It is not anticipated that
there will be any changes in the terms of the distribution. We may, if we so
determine in our sole discretion, decline to make modifications to the terms of
the distribution requested by certain states or other jurisdictions, in which
event stockholders resident in such states or other jurisdictions will not be
eligible to participate in the distribution.

BUSINESS
General

The Company was incorporated in March 2001 under the laws of the State of
Colorado and since inception has been developing a business model that plans to
create, build and operate businesses that use the power of real-time interactive
communications. Most of our companies are expected to be based on ideas we
generate internally, although from time to time we may consider ideas brought to
us by other entrepreneurs or acquire interests in existing Internet companies
that are strategically important to our network. Each business in our
integrated, collaborative network is expected to be established as a separate
company rather than as a division of Five Nines. The Five Nines business method
currently consists of idea generation, selection and analysis, company building
and operational support, and strategic guidance and direction.

Currently under the Five Nines umbrella we have www.99999cic.com (under
construction) as well as having registered www.jackofalltrades.ca (under
construction) and www.wheelsforsale.ca (under construction).

We have also acquired approximately three per cent interest in Cash Now
International Holdings Inc. through a share swap arrangement with Carman
Parente, our President/Director. The acquisition was done for a future project
under the Five Nines umbrella. See section under "CERTAIN TRANSACTIONS".

Electronic commerce opportunities are expected to arise in several different
ways. First, we expect to offer products, services and advertising by means of
sites on the World Wide Web (the "Web") of the Internet. We are currently
developing a Web site to offer already identified products and services, and we
expect to develop additional Web sites in the future to offer products and
services yet to be identified and to provide content (also yet to be identified)
and advertising in connection therewith. (For a description of our first
commercial Web site currently being developed and already identified products,
see "BUSINESS - Current Project.") In addition, we expect to acquire other
companies to be identified in the future. Acquisition candidates are expected to
include emerging electronic commerce companies, traditional companies with good
prospects for significant electronic commerce, and Internet service companies
capable of enhancing the Company's Internet resources.

Our address is 106-1641 Lonsdale Ave., North Vancouver, B.C. V7M 2J5, and our
telephone number is (604) 880-3144. Our initial Web site (still under
construction) is located at http://www.99999cic.com. Information contained in
the Web site shall not be deemed to be a part of this Prospectus. Unless the
context indicates otherwise, the term "we" or "Company" shall include Five Nines
Ltd., the joint ventures in which it becomes a venturer, and its future
subsidiaries.

Industry Background

The increasing functionality, accessibility and overall usage of the Internet
and online services have made them an attractive commercial medium. The Internet
and other online services are evolving into a unique sales and marketing
channel, just as retail stores, mail-order catalogs and television shopping have
done. In theory, electronic retailers have virtually unlimited electronic shelf
space and can offer customers a vast selection through efficient searches and
retrieval interfaces. Moreover, electronic retailers can interact directly with
customers by frequently adjusting their featured selections, editorial insights,
shopping interfaces, pricing and visual presentations. Beyond the benefits of
selection, purchasing is more convenient than shopping in a physical retail
store because electronic shopping can be done 24 hours a day and does not
require a trip to a store. Web sites can present advertising and marketing
materials in new and compelling fashions, display products and services in
electronic catalogs, offer products and services for sale electronically,
process transactions and fulfill orders, provide customers with rapid and
accurate responses to their questions, and gather customer feedback efficiently.
The minimal cost to develop and maintain a Web site, the ability to reach and
serve a large and global group of customers electronically from a central
location, and the potential for personalized low-cost customer interaction,
provide additional economic benefits for electronic retailers. Unlike
traditional retail channels, electronic retailers do not have the burdensome
costs of managing and maintaining expensive retail real estate and a significant
retail store infrastructure or the continuous printing and mailing costs of
catalog marketing. Furthermore, electronic retailers are generally able to
conduct their businesses with fewer employee than traditional retailers. Because
of these advantages over traditional retailers, electronic retailers have the
potential to build large, global customer bases quickly and to achieve superior
economic returns over the long term.

Businesses seeking to realize the benefits provided by electronic commerce face
a formidable series of challenges presented by the need to link business and
marketing strategies, new and rapidly changing technologies and continuously
updated content. The establishment and maintenance of a Web site to pursue
electronic commerce requires significant technical expertise in a number of
areas, such as electronic commerce systems, security and privacy technologies,
application and database programming, mainframe and legacy integration
technologies and advanced user interface and multimedia production. Marketing
expertise in a number of areas (including the development of audiences, greater
search engine presence, and broader ranges of links to the site) is also
required.

Despite our optimism about the future of electronic commerce, the pursuit of a
business plan based on electronic commerce is not without considerable risks.
For more information about these risks, see "RISK FACTORS".

The Five Nines Solution

The Company was founded to create, build, seek out and operate business
opportunities presented by electronic commerce. We believe that the migration
from traditional shopping to electronic shopping, and the increase in the
electronic dissemination of content, will present for the foreseeable future
excellent business opportunities to sell products and services and to offer
additional forms of advertising made available by the Internet. We also intend
to develop a full, integrated ensemble of strategic, technical and creative
skills required for electronic commerce. Currently, we rely on third party
vendors to provide these skills. However, we intend to actively seek
acquisitions to give us these skills internally.

Strategy

Our objective is to take advantages of electronic commerce opportunities through
the following key strategies:

CREATE CUSTOMER LOYALTY by DELIVERING a COMPELLING VALUE PROPOSITION. We will
strive to offer our customers compelling value through innovative use of
technology, broad selection, high-quality content, a high level of customer
service, competitive pricing and personalized services. In addition, we will
seek to offer our customers a high-quality shopping experience through
informative and entertaining content, as well as simple and efficient navigation
capabilities.

BUILD STRONG BRAND RECOGNITION. Our strategy is to develop, promote, advertise
and increase the brand equity and visibility of our products, services and
advertising through excellent service and a variety of marketing and promotional
techniques, including advertising on other Web sites and other media, conducting
an ongoing public relations campaign and developing business alliances and
partnerships.

CREATE a SUPERIOR ECONOMIC MODEL. Because we will not be burdened by the costs
or legacy of physical store networks, related personnel, and printing and
delivering of content, we believe we will have an inherent economic advantage
relative to traditional retailers and providers of content. Our goal is to
capitalize on this advantage by aggressively driving revenue growth to achieve
economies of scale and by incorporating technological advances throughout our
Web sites.

MAINTAIN TECHNOLOGY FOCUS and EXPERTISE. A state-of-the-art interactive commerce
platform is necessary to enhance our service offering, leverage the unique
characteristics of retailing and electronic content delivery, and enable a
superior economic model. We will be committed to developing, acquiring and
implementing technology-driven enhancements to our Web sites and
transaction-processing systems. Among other technology objectives, we intend to
provide increasingly valuable personalized service programs, make user
interfaces as intuitive, engaging and fast as possible and continuously improve
the efficiency of our fulfillment activities.

PURSUE INCREMENTAL REVENUE OPPORTUNITIES. We intend to leverage our brands,
electronic commerce experience, operating infrastructures and customer bases to
broaden our presence and develop additional revenue opportunities. In addition,
we will consider developing incremental revenue opportunities through affiliated
or related Web sites, related product areas, geographic expansion or acquisition
of complementary businesses, products or technologies. Finally, our customer
demographic and substantial site traffic is expected to create a meaningful
opportunity for advertising sales, the sale of demographic information and the
sale of links to other sites to be featured on our sites.

STRENGTHEN ELECTRONIC COMMERCE ABILITIES. We intend to build a critical mass of
strategic, technical and creative talent primarily through acquisitions in order
to strengthen our electronic commerce abilities. We intend to continue efforts
to identify, review and integrate the latest electronic commerce technologies
and accumulating and deploying the best demonstrated practices for developing
and implementing electronic commerce strategies.

DEVELOP ADDITIONAL STRATEGIC RELATIONSHIPS. We have developed a number of
informal strategic relationships with advertiseing agencies, web developers,
site content managers, site hosts and other persons whose services are necessary
to develop and implement an electronic commerce strategy. None of these
strategic relationships has yet resulted in a legal binding relationship. While
we intend to develop the ability to render these services internally, we also
intend to continue developing strategic relationships so that we can have
adequate access to such services for the foreseeable future. We expect that we
may ultimately acquire some of the firms with which we establish strategic
relationships.

ATTRACT and RETAIN EXCEPTIONAL EMPLOYEES. The Company believes that versatile
and experienced employees provide significant advantages in the rapidly evolving
market in which it will compete. The Company is committed to building a talented
employee base and to attracting an experienced management team.

Web Sites

The proper development and implementation of a Web site for a business involves
a number of steps. First, a thorough study is undertaken to determine the
likelihood that the business will succeed in electronic commerce. Once the study
determines that the business is likely to succeed in electronic commerce, a
strategy for developing a Web site is developed by a team composed of the
business principals, advertising agency, web developer and content site manager.
A domain name is agreed upon and obtained. The Web site is then "story boarded"
or laid out conceptually and graphically. A web developer develops the structure
of the Web site, including electronic commerce systems; host integration;
implementation of third-party applications and security technologies; and
integration of hardware, software and Internet access products. A compelling
user interface is created to attract and hold the attention of the target
audience while conforming to brand images and marketing campaigns. A
relationship with a third-party vendor is established to provide secure,
state-of-the-art, high-availability Web site hosting and integrated services for
e-mail and secure electronic commerce. Once operational, a Web site requires
ongoing support services for content maintenance, site administration, technical
problems, assistance with the hosting environment, and software support. As the
Web site nears completion, electronic marketing objectives are developed to
establish and increase Web site traffic, strengthen brand awareness and generate
sales leads. Electronic media planning and purchasing, and electronic public
relations is undertaken. This is followed by efforts to optimize the Web site's
search engine presence, increase site access through hyperlink recruitment and
disseminate key messages to Internet newsgroups, mailing lists and forums.
Typically a Web site starts as a basic site costing several thousand dollars. It
can then become increasingly more complex through the addition of more Web
pages, links and commercial capability.

Current Project

The Company is currently developing it's web site www.99999cic.com as well as
having started preliminary work on it's additional two sites,
www.jackofalltrades.ca and www.wheelsforsale.ca.

99999cic is the umbrella site dedicated to providing operational support,
strategic guidance, direction and start up funding for all our net work
companies starting with jackofalltrades and wheelsforsale. This Web site will
feature content and products addressed specifically to our network of affiliated
companies and interests. Initial products and services will be geared towards
jackofalltrades which is intended to be a host site for a one stop residential
and commercial repair/service facility. It is anticipated that one call will
allow an individual to obtain quotes on gardening, painting, plumbing, home
repairs, vent cleaning, general maintenance, etc. The wheelsforsale site is
intended to be developed to feature used vehicles, kit cars, exotic model car
kits, scooters for the mobility challenged, gas powered miniature race cars and
additional unique products with wheels.

Market and Marketing

Our objective is to take advantages of electronic commerce opportunities. Our
marketing will be focused on developing a flow of potential electronic commerce
opportunities for our consideration, and developing sales of the products,
services and advertising offered through the electronic commerce opportunities
selected by us. Currently, we learn of all of our potential electronic commerce
opportunities through word-of-mouth referrals. In the future, we intend to
advertise for electronic commerce opportunities on the Internet once regulatory
constraints have been complied with, and we may engage intermediaries and
brokers to locate these prospects as well. One way or the other, we intend to
maintain an active program of locating electronic commerce opportunities.

With respect to our products and services offered through Web sites, our
marketing strategies will be designed to strengthen our brand names, increase
customer traffic to our Web sites, build strong customer loyalty, maximize
repeat purchases and develop incremental revenue opportunities. We intend to
build customer loyalty by creatively applying technology to deliver personalized
programs and service, as well as creative and flexible merchandising. We expect
to be able to provide increasingly targeted and customized services by using the
extensive customer preference and behavioral data obtained as a result of our
experience. In contrast to traditional direct-marketing efforts, our
personalized notification services will send customers highly customized notices
at customers' request. By offering customers a compelling and personalized value
proposition, we will seek to increase the number of visitors that make a
purchase, to encourage repeat visits and purchases and to extend customer
retention. Loyal, satisfied customers also generate word-of-mouth advertising
and awareness, and are able to reach thousands of other customers and potential
customers because of the reach of electronic commerce We intend to employ a
variety of media, program and product development, business development and
promotional activities to achieve these goals. We intend to place advertisements
on various Web sites. These advertisements will usually take the form of banners
that encourage readers to click through directly to our Web sites. We also
intend to enter into co-marketing agreement pursuant to which links to our Web
sites will be featured on other, non-company Web sites. We also intend to engage
in a coordinated program of print advertising in specialized and general
circulation newspapers and magazines. In the future we may begin advertising in
other media. This activity will be undertaken with the hope of being featured in
a wide variety of television shows, articles and radio programs and widely-read
portions of the Internet, such as portions included on Google, Netscape and
Yahoo!

Competition

The electronic commerce market is rapidly evolving and intensely competitive. We
expect such competition to intensify in the future. Barriers to entry are
minimal, and current and new competitors can launch new Web sites at a
relatively low cost. We expect that we will encounter fierce competition with
regard to any product or service that we offer in the future. Competitive
pressures created by any current or future competitors could have a material
adverse effect on our business, prospects, financial condition and results of
operations. We believe that the principal competitive factors in our markets
will be brand recognition, selection, personalized services, convenience, price,
accessibility, customer service, quality of editorial and other site content and
reliability and speed of fulfillment, and we intend to compete vigorously in all
of these aspects. We expect that most of our current and potential competitors
will have longer operating histories, larger customer bases, greater brand
recognition and significantly greater financial, marketing and other resources
than us. In addition, electronic retailers may be acquired by, receive
investments from or enter into other commercial relationships with larger,
well-established and well-financed companies as use of the Internet and
electronic commerce increases. Certain of our competitors may be able to secure
merchandise from vendors on more favorable terms, devote greater resources to
marketing and promotional campaigns, adopt more aggressive pricing or inventory
availability policies and devote substantially more resources to their Web sites
and systems development than we can. Increased competition may result in reduced
operating margins, loss of market share and a diminished brand franchise. There
can be no assurance that we will be able to compete successfully against current
and future competitors, and competitive pressures faced by us may have a
material adverse effect on our business, prospects, financial condition and
results of operations. Further, as a strategic response to changes in the
competitive environment, we may from time to time make certain pricing, service
or marketing decisions or acquisitions that could have a material adverse effect
on our business, prospects, financial condition and results of operations. New
technologies and the expansion of existing technologies may increase the
competitive pressures on us.

Employees

The Company currently has only one employee, Carman Parente. Mr. Parente
currently devotes approximately 25% of his business time and attention to the
Company.

Facilities

We are currently sharing office space with an affiliate company of the President
(C.Parente). As such only minimal expenses are incurred (telephone, stationary,
etc.) till we are in a position to fully implement our business plan.
We also own the intellectual property rights in our domain name and Web sites.
We do not own any significant tangible property.

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

With our acquisition of 627073 BC Ltd. (See "CERTAIN TRANSACTIONS" and
"FINANCIAL STATEMENTS Note 7 - Subsequent Events") which contained cash assets
of approximately $23,000 USD, we currently have cash on hand only sufficient to
operate throughout fiscal 2004 on a fairly minimal scale. In order for us to
pursue our business plan in the manner we prefer, we expect that we will need to
raise additional funds in amounts that can not now be precisely ascertained due
to the uncertainty of our actual growth. There can be no assurance that we will
be successful in raising the funds that we need. See "RISK FACTORS".

We do not anticipate performing any research and development in the next twelve
months, other than that which is performed in the normal course of business as
we develop our electronic commerce capabilities. There is no expected purchases
or sales of any plant or significant equipment. We do not anticipate any
significant changes in our number of employees, other than through any possible
acquisitions.

We are a start-up, development stage company and have not yet generated or
realized any revenues from our business operations.

We are thinly capitalized and our founders have not made a commitment of
financial support to meet our obligations. We have also not generated any
revenues and no revenues are anticipated unless and until our current projects
are fully funded and successfully executed. Accordingly, we must raise cash from
sources other than the potential future revenues of our current project.

In order to meet our need for cash we are attempting to raise money from this
offering. There is no assurance that we will be able to raise enough money
through this offering to stay in business. Whatever money we do raise, will be
applied first to our offering expenses and then to pay ongoing expenses related
to the execution of our business model. If we do not raise all of the money we
need from this offering, we will have to find alternative sources, such as a
second public offering, a private placement of securities, or loans from our
officers or others. At the present time, we have not made any arrangements to
raise additional cash, other than through this offering. If we need additional
cash and cannot raise it we will either have to suspend operations until we do
raise the cash, or cease operations entirely.
..
Limited Operating History; Need for Additional Capital

There is no historical financial information about our company upon which to
base an evaluation of our performance. We are a start-up development stage
company and have not generated any revenues from our proposed operations so far.
We may not be successful in our proposed business operations. Our business is
subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, possible delays in the exploration and/or
development of our interests, and possible cost overruns due to price and cost
increases in services.

We are seeking equity financing in this current offering in order to pay our
ongoing costs in the timely execution of our business model. We expect to pay
approximately $20,000 in expenses for the preparation and filing of this
registration statement. All additional funds will be used in the execution of
the business model to be used at the pace and requirement of management.

We have no assurance that future financing will be available to us on acceptable
terms. If such financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.

Results Of Operations

From Incorporation on March 5, 2001.

We are a development stage company with three currently registered internet
related web sites, all under development according to the availability of
resources. We have minimal ongoing obligations and as such are afforded the
luxury to proceed on our ability to pay as we go.

Since inception, we have used our common stock for acquisitions, corporate
expenses and to repay outstanding indebtedness. From inception on March 5, 2001
to July 1, 2003 a total of $171,000 was utilized as a result of various
transactions.(See Certain Transactions.) Shares for debt were issued as of July
1, 2003 but were for services that were performed for years 2001, 2002, 2003. We
settled outstanding debts with our officers for a total of $50,000 in non-cash
compensation by issuing them a total of 500,000 shares of common stock at a
deemed price of $0.10 per share. Mr. Parente received $25,000 in non-cash
compensation by the issuance of 250,000 shares of common stock at a deemed price
of $0.10 per share. Mr. Louvier also received $25,000 in non-cash compensation
by the issuance of 250,000 shares of common stock at a deemed price of $0.10 per
share. The officers received this non-cash compensation in lieu of director's
fees for the past two and a half years.

We paid 567147 BC Ltd (Controlled by Carman Parente) a total of $50,000 in
non-cash compensation by issuing 500,000 shares of common stock at a deemed
price of $0.10 per share for management and consulting services for two and a
half years. These shares and compensation were in replacement for the original
issuance and subsequent cancellation of 3,000,000 shares (See "CERTAIN
TRANSACTIONS" and "FINANCIAL STATEMENTS -Note 7- Subsequent Events"). A further
$48,000 in non-cash compensation by the issuance of 480,000 shares of common
stock at a deemed price of $0.10 per share was allocated to Mr. Parente for his
sale to the Company of 250,000 shares of common stock of Cash Now International
Holdings Inc. for a potential future joint venture project. In addition we
completed a share swap with 627073 BC Ltd DBA Five Nines CIC (Controlled by
Carman Parente) giving 230,000 shares of common stock at a price of $0.10 per
share for all the assets and services being provided by 627073 BC Ltd and
thereby becoming a wholly owned entity of Five Nines Ltd providing banking and
consulting services.

Liquidity and Capital Resources

As of the date of this registration statement, we have yet to generate any
revenues from our business operations. We have issued 1,710,000 shares of common
stock since March 5, 2001 after cancellation of the original 3,000,000 share
issuance (See "CERTAIN TRANSACTIONS" and "FINANCIAL STATEMENTS-Note 7 -
Subsequent Events"). Our material commitments for capital expenditures include
offering expenses in the estimated amount of $20,000. We require funds from this
offering to pay all of these costs. Our remaining material commitments for
capital expenditures are the ongoing costs in respect of executing our business
plan to fully develop our current three web sites. We need proceeds from this
offering to pay these ongoing costs. We anticipate needing approximately $15,000
to $20,000 per web site for completion costs. If we cannot pay these amounts we
will not be in a position to fully launch all three sites and will be forced to
re-evaluate and prioritize our decisions. We may go out of business if
sufficient funds are not raised, we will have to rethink our business plans
depending on the availability of funds as we cannot determine the precise timing
of our ongoing funding requirements. Please see the "RISK FACTORS." As of July
1, 2003, our total assets were $71,000 in cash and securities and our total
liabilities were $1304 (See "CERTAIN TRANSACTIONS" and Note 7-Subsequent Events
of Financial Statements)

We currently have cash on hand only sufficient to operate throughout fiscal
2004 on a fairly minimal scale. In order for us to pursue our business plan in
the manner that we prefer, we expect that we will need to raise additional funds
in amounts that can not now be precisely ascertained due to the uncertainty of
our actual growth. There can be no assurance that we will be successful in
raising the funds that we need. See "RISK FACTORS"

MANAGEMENT

Each of our directors is elected by the stockholders to a term of one (1) year
and serves until his or her successor is elected and qualified. Each of our
officers is elected by the board of directors to a term of one (1) year and
serves until his or her successor is duly elected and qualified, or until he or
she is removed from office.

The names and positions of our present officers and directors are set forth
below:

Name and Addresses Age Position (s)
- --------------------------------------------------------------------------------
Carman Parente 50 President, CEO
843 Regal Cres Member of Board
North Vancouver, B.C.V7K2X9 of Directors

Douglas Louvier 54 Secretary, CFO
4502 South 193rd St. Member of Board
Seattle, Wa. 98188 of Directors
- --------------------------------------------------------------------------------
The persons named above have held their positions since the company's inception
and are expected to hold their office/positions until the next annual meeting of
our stockholders.

Background of Officers and Directors

Carman Parente has been our President, Chief Executive Officer and a member of
our board of directors since March 5,2001. Mr. Parente is a self employed
business consultant. For the past twelve years he has been president and
director of CM Parente Consulting, a private family enterprise providing
consulting and financial services to early stage private and public start up
companies. Prior to starting his family consulting firm, Mr.Parente spent 15
years in various management capacities within the Canadian banking system.
Dating from the 1980's to 1999, Mr. Parente has been a director/officer of
numerous Canadian and US public companies, his most recent past directorship was
in 1999 where he started and brought to the US market Euro Industries Ltd that
is currently trading under Destiny Media Techs Inc. He is a graduate of the
British Columbia Institute of Technology and holds the CIM designation from the
Canadian Institute of Management in Ottawa.

Douglas Louvier has been our Secretary, Corporate Finance Officer and a member
of our board of directors since March 5, 2001. Mr. Louvier is a self-employed
business owner/operator. For the past 12 years he has been vice-president sales
and marketing and director of Wavemaster Canada Ltd., a private Canadian company
specializing in the design, installation and maintenance of farm fishing pens
and cages. Mr. Louvier is a past owner/operator of a family construction
company(Louvier Construction). He currently is a member of the BC Salmon Farmers
Association and a member of the Langley Chamber of Commerce. He holds dual
citizenship of the United States and Canada. Mr. Louvier is a graduate of
Seattle Pacific University.

Mr. Parente expects to devote approximately 75% of his business time to the
advancement and operations of the company and Mr. Louvier expects to devote
approximately 5 % of his business time.

Family relationships. Mr. Parente and Mr. Louvier have a common connection
in Kaitlyn Louvier, the minor daughter of Mr. Louvier and the step-daughter of
Mr. Parente.

EXECUTIVE COMPENSATION
We have not entered into any employment agreement with any Director and/or
Officer. The authorized number of our directors is presently fixed at two. Each
officer serves at the pleasure of the Board of Directors and until a successor
has been qualified and appointed. Currently, directors receive $10,000 annual
remuneration or stock in lieu of (at current management deemed valuation) for
their services as such, but we will reimburse the directors for any expenses
incurred in attending any directors meeting.

At present, we have no employees, other than Messrs. Parente and Louvier our
officers and directors, who have been compensated in shares for their services.
Messrs. Parente and Louvier do not have employment agreements with us. We
presently do not have pension, health, annuity, insurance, stock options, profit
sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any employees.

The following table sets forth the compensation paid to our officers and
directors since our inception.

SUMMARY COMPENSATION TABLE

Annual Compensation
(a) (b) (c) (d) (e)
Name and Principle Position Yr Salary ($) Bonus ($) Other Annual
Compensation($)

Carman Parente, 01 $30,000 (1)
President/
CEO 02 $30,000 (1)
Douglas
Louvier, 01 $10,000 (1)
Secretary/
CFO 02 $10,000 (1)

(1) All indicated amounts have been paid by issuance of shares of our common
stock at a deemed valuation of $0.10 per share. The amounts paid to Mr. Parente
include $20,000 for each of 2001 and 2002 paid for consulting and management
fees paid to a corporation controlled by Mr. Parente.

There are no stock option, retirement, pension, or profit sharing plans for the
benefit of our officers and directors.

Option/SAR Grants

No individual grants of stock options, whether or not in tandem with stock
appreciation rights known as SARs and freestanding SARs have been made to any
executive officer or any director since our inception, accordingly, no stock
options have been exercised by any of the officers or directors since we were
founded.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance to occur over a period longer than one
fiscal year, whether such performance is measured by reference to our financial
performance, our stock price, or any other measure.

Compensation of Directors

We currently pay our directors $10,000 annually payable every six months for
their services as directors. The Board has not implemented a plan to award
options. We do not expect to pay any cash salaries to our officers until such
time as we generate sufficient revenues to do so.

Indemnification

Pursuant to the Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Colorado.

Regarding indemnification for liabilities arising under the Securities Act of
1933, as amended, which may be permitted to directors or officers pursuant to
the foregoing provisions, we are informed that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy, as
expressed in the Act and is, therefore, unenforceable.

PRINCIPAL SHAREHOLDERS

The following table sets forth as of the date of this prospectus information
regarding the beneficial ownership of Common Stock (i) by each person who is
known by the Company to own beneficially more than 5% of the outstanding Common
Stock; (ii) by each director and executive officer; and (iii) by all directors
and officers as a group. The table also reflects what such ownership will be,
assuming completion of the sale of all shares in this offering. Shares will be
sold on a best efforts basis only and it may be the case that less than all or
even no shares will be sold in this offering.

Beneficial Ownership Beneficial Ownership
Name and Address of Prior to Distribution(1) After Distribution(1)
Beneficial Owner Number Percent Number Percent
- ---------------- ----- ------ ------ -------
Carman M Parente 1,460,000(1) 86% 1,460,000(1) 54%
106-1641 Lonsdale Ave
N. Vancouver, BC V7M 2J5

Douglas Louvier
4502 South 193rd St
Seattle, Washington 98188 250,000 14% 250,000 9%

All directors and officers
as a group (two persons) 1,710,000 100% 1,710,000 63%

(1) Includes 500,000 shares owned by 567147 BC Ltd., a private company that is
100% owned by Mr. Parente.

Future Sales by Existing Shareholders

A total of 1,710,000 shares of common stock were issued to the existing
stockholders, all of which are "restricted securities" as that term is defined
in Rule 144 of the Rules and Regulations of the SEC promulgated under the
Securities Act. Under Rule 144, such shares can be publicly sold, subject to
volume restrictions and certain restrictions on the manner of sale, commencing
one (1) year after their acquisition.

Shares purchased in this offering, which will be immediately resalable, and
sales of all our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.

DESCRIPTION OF SECURITIES
Capital Stock

Our authorized capital stock consists of 100,000,000 shares of Common Stock.

Securities Being Offered

The securities offered hereby consist of shares of our Common Stock. Prior to
this offering, there has been no public market for the Common Stock.

Common Stock

The authorized Common Stock of the Company consists of 100,000,000 shares. As of
the date of this Prospectus, 1,710,000 shares of Common Stock were outstanding.
(See "CERTAIN TRANSACTIONS" and "FINANCIAL STATEMENT Note 7-Subsequent
Events"). All of the shares of Common Stock are validly issued, fully paid and
non-assessable. Holders of record of Common Stock will be entitled to receive
dividends when and if declared by the Board of Directors out of funds available
therefor. In the event of any liquidation, dissolution or winding up of our
affairs, whether voluntary or otherwise, after payment of provision for payment
of the debts and other liabilities, each holder of Common Stock will be entitled
to receive his pro rata portion of the remaining net assets, if any. Each share
of Common stock has one vote, and there are no preemptive, subscription,
conversion or redemption rights. Shares of Common Stock do not have cumulative
voting rights, which means that the holders of a majority of the shares voting
for the election of directors can elect all of the directors. After this
offering is completed, assuming the maximum number of shares are sold, the
present stockholders will own approximately 63% of our outstanding shares.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to our
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

Reports

After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.

Our common stock is defined as a "penny stock" under the Securities and Exchange
Act of 1934, and its rules. Because we are a penny stock, you may be unable to
resell our shares. Also, the Exchange Act and the penny stock rules impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors. As a result,
fewer broker/dealers are willing to make a market in our stock and it may effect
the level of news coverage you receive.

Stock Transfer Agent

Our stock transfer agent for our securities is Signature Stock Transfer, Inc.
One Preston Park, 2301 Ohio Drive, Suite 100. Plano, Texas 75093.
Telephone (972) 612-4120--Facsimile (972) 612-4122
Our Cusip Number 338309107

CERTAIN TRANSACTIONS

Shares for debt were issued recently but were for services provided for years
2001, 2002, 2003 as further described in the following transactions;

As of December 31,2001, we issued 100,000 shares of restricted common stock at
a deemed valuation of $0.10/sh to each of Carman Parente and Douglas Louvier,
compensation for director's fees.

As of December 31, 2002, we issued 100,000 shares of restricted common stock at
a deemed valuation of $0.10/sh to each of Carman Parente and Douglas Louvier,
compensation for Director's fees.

As of June 30, 2003, we issued 50,000 shares of restricted common stock at a
deemed valuation of $0.10/sh to each of Carman Parente and Douglas Louvier,
compensation for director's fees.

For periods ending December 31/01, December 31/02 and June 30/03 we issued a
total of 500,000 shares (200,000 for 12/31/01, 200,000 for 12/31/02, 100,000 for
06/30/03) of restricted common stock at a deemed valuation of $0.10/sh to 567147
BC Ltd.,(A corporation controlled by C.Parente), as compensation for funding
legal and filing fees as well as maintaining the company books and records for
the noted periods of time.

On July 1, 2003, we acquired all the issued shares of 627073 BC Ltd.(A
corporation controlled by C.Parente) in a stock for stock transaction for a
deemed value of $23,000 USD. 627073 BC Ltd had assets comprising of $30,000 CDN
in term deposits along with ownership registration of domain names
www.jackofalltrades.ca and www.wheelsforsale.ca. We issued 230,000 shares of
restricted common stock at a deemed valuation of $0.10/sh to C. Parente
(affiliated officer/director).

On July 1, 2003, we acquired 250,000 shares of common stock of Cash Now
International Holdings Inc. at a deemed valuation of $48,000 USD from C.Parente
(Company Director) for a consideration of 480,000 shares restricted common at a
deemed valuation of $0.10/sh USD.(This transaction was done in anticipation of a
potentially future joint venture transaction with Cash Now International
Holdings Inc.)

On July 1, 2003, we authorized the cancelation of 3,000,000 shares of restricted
common stock formerly issued to C. Parente as founder's stock at a valuation
of $0.001/sh issued in March 2001. This cancellation was implemented by the
directors to reduce share dilution by making all current transactions up to and
including this offering all the same price valuation of $0.10/sh. There can be
no assurance, however, that the services and property previously contributed to
us by the current shareholders had an actual value of $0.10 per share issued to
such shareholders.

In the opinion of management, the terms of the above-described transactions were
as favorable as those that could have been obtained in arms' length transactions
with unaffiliated third parties.

LITIGATION

Since the date of its organization through the date of this Prospectus, we have
not been involved in any legal proceedings and none is contemplated or
threatened. There can be no assurance, however, that we will not in the future
be involved in litigation incidental to the conduct of its business.

EXPERTS

The financial statements and schedules of Five Nines Ltd.,. as of December
31,2002 and for the period from March 2001 (inception) through December 31,2001
have been included herein and in the registration statement in reliance upon the
report of Amisano Hanson, independent Chartered Accountants, included herein,
and upon the authority of said firm as experts in accounting and auditing. Our
financial statements for the period January 1, 2003 to June 30, 2003, have been
prepared by management, are unaudited, and have been reviewed by Amisano Hanson,
independent Chartered Accountants.

LEGAL MATTERS

The validity of the common stock offered hereby and certain legal matters have
been passed on by the Law Office of Reed & Reed, P.C. of Boulder, Colorado.

FINANCIAL STATEMENTS

FIVE NINES LTD.

(A Development Stage Company)

REPORT AND FINANCIAL STATEMENTS

June 30, 2003 (Unaudited), December 31, 2002 and 2001

(Stated in US Dollars)
----------------------

Terry Amisano Ltd. AMISANO HANSON
Kevin Hanson, CA CHARTERED ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Stockholders,
Five Nines Ltd.
(A Development Stage Company)

We have audited the accompanying balance sheets of Five Nines Ltd. (A
Development Stage Company) as of December 31, 2002 and 2001 and the statements
of operations, stockholders' deficiency and cash flows for the year ended
December 31, 2002 and for the period March 5, 2001 (Date of Incorporation) to
December 31, 2001 and from March 5, 2001 (Date of Incorporation) to December 31,
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, these financial statements referred to above present fairly, in
all material respects, the financial position of Five Nines Ltd. as of December
31, 2002 and 2001 and the results of its operations and its cash flows for the
year ended December 31, 2002 and for the period March 5, 2001 (Date of
Incorporation) to December 31, 2001 and from March 5, 2001 (Date of
Incorporation) to December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company is in the development stage, and has
no established source of revenue and is dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other matters as set forth in Note 1, raise substantial doubt that
the Company will be able to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Vancouver, Canada "AMISANO HANSON"
July 29, 2003 Chartered Accountants

750 WEST PENDER STREET, SUITE 604 TELEPHONE: 604-689-0188
VANCOUVER CANADA FACSIMILE: 604-689-9773
V6C 2T7 E-MAIL: amishan@telus.net

FIVE NINES LTD.
(A Development Stage Company)
BALANCE SHEETS
June 30, 2003 (Unaudited), December 31, 2002 and 2001
(Stated in US Dollars)
--------------------

ASSETS

(Unaudited) December 31,
------------------------------------
June 30, 2003 2002 2001
---- ----

Current
Cash $ - $ 15 $ 15
=============== =============== ===============
LIABILITIES
Current
Accounts payable $ 2,500 $ 2,000 $ 1,000
Due to related parties - Note 3 98,804 78,525 38,215
--------------- --------------- ---------------
101,304 80,525 39,215
--------------- --------------- ---------------

STOCKHOLDERS' DEFICIENCY
Common stock, no par value - Note 7
100,000,000 shares authorized
3,000,000 shares outstanding (December 31,
2002: 3,000,000, December 31, 2001:
3,000,000) 3,000 3,000 3,000
Deficit accumulated during the development
stage ( 104,304) ( 83,510) ( 42,200)
--------------- -------------- --------------
( 101,304) ( 80,510) ( 39,200)
--------------- -------------- --------------
$ - $ 15 $ 15
=============== ============== ==============

Nature and Continuance of Operations - Note 1
Commitments - Note 7
Subsequent Events - Note 7

SEE ACCOMPANYING NOTES

FIVE NINES LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the six months ended June 30, 2003 and 2002 (Unaudited),
the year ended December 31, 2002, for the
period March 5, 2001 (Date of Incorporation) to December 31,
2001 and for the period March 5, 2001 (Date of Incorporation) to June 30, 2003
(Stated in US Dollars)
--------------------

(Unaudited)
March 5, 2001 March 5, 2001
(Date of (Date of
(Unaudited) Incorporation) Incorporation)
Six months ended Year ended to to
June 30, December 31, December 31, June 30,
-------------------------

2003 2002 2002 2001 2003
---- ---- ---- ---- ----
Expenses
Accounting and auditing fees $ 500 $ - $ 1,000 $ 1,000 $ 2,500
Consulting fees - Note 3 10,000 10,000 20,000 20,000 50,000
Directors' fees - Note 3 10,000 10,000 20,000 20,000 50,000
Filing and regulatory fees 229 - 310 190 729
Legal fees 65 - - 985 1,050
Office and miscellaneous - - - 25 25
--------- ----------- ------------ ------------ -----------
Net loss for the period $( 20,794) $( 20,000) $( 41,310) $( 42,200) $( 104,304)
========= =========== ============ ============ ===========
Basic loss per share $( 0.01) $( 0.01) $( 0.01) $( 0.01)
========= =========== ============ ============
Weighted average number of shares outstanding 3,000,000 3,000,000 3,000,000 3,000,000
========= =========== ============ ============

SEE ACCOMPANYING NOTES

FIVE NINES LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the six months ended June 30, 2003 and 2002 (Unaudited)
for the year ended December 31, 2002
for the period March 5, 2001 (Date of Incorporation) to December 31, 2001
and for the period March 5, 2001 (Date of Incorporation)
to June 30, 2003 (Unaudited)
(Stated in US Dollars)
--------------------

(Unaudited)
March 5, March 5,
2001 2001
(Unaudited) (Date of (Date of
Six months ended Year ended Incorporation) Incorporation)
June 30, December 31, to December 31, to June 30,
2003 2002 2002 2001 2003
---- ---- ---- ---- ----

Cash Flows from (used in) Operating
Activities
Net loss for the period $ ( 20,794) $ ( 20,000) $ ( 41,310) $ ( 42,200) $ ( 104,304)
Charges to income not affecting cash
Shares issued for services - - - 3,000 3,000
Changes in non-cash working capital
balances related to operations
Accounts payable 500 - 1,000 1,000 2,500
----------- ----------- ----------- ----------- -----------
( 20,294) - ( 40,310) ( 38,200) ( 98,804)
----------- ----------- ----------- ----------- -----------
Cash Flows from Financing Activity
Due to related party 20,279 20,000 40,310 38,215 98,804
----------- ----------- ----------- ----------- -----------
Increase (decrease) in cash during the
period ( 15) - - 15 -

Cash, beginning of the period 15 15 15 - -
----------- ----------- ----------- ----------- -----------
Cash, end of the period $ - $ 15 $ 15 $ 15 $ -
=========== =========== =========== =========== ===========

Supplementary disclosure of cash flow information:
Cash paid for:
Interest $ - $ - $ - $ - $ -
=========== =========== =========== =========== ===========
Income Taxes $ - $ - $ - $ - $ -
=========== =========== =========== =========== ===========

Non-cash Transaction - Note 4

SEE ACCOMPANYING NOTES

FIVE NINES LTD.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
for the period March 5,2001(Date of Incorporation) to December 31, 2002(Audited)
and for the six months ended June 30, 2003 (Unaudited)
(Stated in US Dollars)
--------------------

Deficit
Accumulated
Common Stock During the
------------ Development
Number Par Value Stage Total
------ --------- ----- -----

Capital stock issued
For services - at $0.001 3,000,000 $ 3,000 $ - $ 3,000
Net loss for the period - - ( 42,200) ( 42,200)
--------- --------- --------- ---------
Balance, as at December 31, 2001 3,000,000 3,000 ( 42,200) ( 39,200)
Net loss for the year - - ( 41,310) ( 41,310)
--------- --------- --------- ---------
Balance, as at December 31, 2002 3,000,000 3,000 ( 88,510) ( 80,510)
Net loss for the period - - ( 20,794) ( 20,794)
--------- --------- --------- ---------
Balance, as at June 30, 2003 (Unaudited) 3,000,000 $ 3,000 $ ( 104,304) $( 101,304)
========= ========= ========== =========

SEE ACCOMPANYING NOTES

FIVE NINES LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2003 (Unaudited), December 31, 2002 and 2001
(Stated in US Dollars)
--------------------

Note 1 Nature and Continuance of Operations
------------------------------------

The Company is in the development stage and is seeking new
business ventures. Subsequent to June 30, 2003, the Company
acquired an investment company and a 3.13% interest in a middle
market financial services company (Note 7).

These financial statements have been prepared on a going concern
basis. The Company has accumulated a deficit of $104,304
(Unaudited) since inception and has a working capital deficiency
of $101,304 (Unaudited) at June 30, 2003. Its ability to continue
as a going concern is dependent upon the ability of the Company to
generate profitable operations in the future and/or to obtain the
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.

The Company's current working capital is not sufficient to support
current commitments and operations and planned expansion for the
next twelve months. The outcome of these matters cannot be
predicted with any certainty at this time. The Company has
historically satisfied its capital need primarily by issuing
equity securities.The Company was incorporated in the State of
Colorado, United States of America on March 5, 2001.

Note 2 Summary of Significant Accounting Policies
------------------------------------------
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful
judgement. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:

Development Stage Company
-------------------------
The Company is a development stage company as defined in Financial
Accounting Standard Board Statement No.7.

FIVE NINES LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2003 (Unaudited),
December 31, 2002 and 2001
(Stated in US Dollars)
- ----------------------

Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------

Foreign Currency Translation
----------------------------

The functional currency of the Company is Canadian dollars, which
has been translated into US dollars, the reporting currency, in
accordance with Statement of Financial Accounting Standards No. 52
"Foreign Currency Translation"." Assets and liabilities are
translated at the exchange rate at the balance sheet date and
revenue and expenses are translated at the exchange rate at the
date those elements are recognized. Any translation adjustments
resulting are not included in determining net income but are
included in other comprehensive income.

Income Taxes
------------
The Company uses the liability method of accounting for income
taxes pursuant to Statement of Financial Accounting Standards, No.
109 "Accounting for Income Taxes". The Financial Accounting
Standards Board issued Statement Number 109 in Accounting for
Income Taxes ("FAS 109") which is effective for fiscal years
beginning after December 15, 1992. FAS 109 requires the use of the
asset and liability method of accounting of income taxes. Under
the assets and liability method of FAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled.

Basic Loss Per Share
--------------------
The Company reports basic loss per share in accordance with the
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share".Basic loss per share is computed using the weighted average
number of shares outstanding during the period.

Financial Instruments
---------------------
The carrying value of the Company's financial instruments,
consisting of cash and accounts payable approximate their fair
value due to the short maturity of such instruments.The carrying
value of due to related parties also approximates their fair
value. Unless otherwise noted, it is management's opinion that
the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments.

New Accounting Standards
------------------------
Management does not believe that any recently issued but not
effective accounting standards if currently adopted could have
a material affect on the accompanying financial statements.

FIVE NINES LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2003 (Unaudited),
December 31, 2002 and 2001
(Stated in US Dollars)
- ----------------------

Note 3 Related Party Transactions - Note 7
--------------------------

During the periods ended June 30, 2003(Unaudited),December 31,2002
and December 31,2001, the Company incurred the following expenses
charged by directors of the Company and a company controlled by a
director of the company:

(Audited) (Unaudited)
(Unaudited) March 5,2001 March 5,2001
Six months (Audited) (Date of (Date of
ended Year ended Incorporation) Incorporation)
June 30, December 31, to December 31, to June 30,
2003 2002 2001 2003
---- ---- ---- ----

Consulting fees $ 10,000 $ 20,000 $ 20,000 $ 50,000
Directors fees 10,000 20,000 20,000 50,000
--------- --------- --------- ---------
$ 20,000 $ 40,000 $ 40,000 $ 100,000
========= ========= ========= =========

These charges were measured by the exchange amount, which is the
amount agreed upon by the transacting parties.

Due to Related parties are comprised of advances unpaid consulting
and director fees and advances due to directors of the Company and
a company controlled by a director of the Company.The amounts due
to related parties are unsecured, non-interest bearing and have no
specific terms for repayment.

Note 4 Non-cash Transaction
--------------------

Investing and financing activities that do not have a direct
impact on current cash flows are excluded from the cash flow
statement. During the ten months ended December 31, 2001, the
Company issued 3,000,000 common shares at $0.001 per share for
director's fees incurred. This transaction has been excluded from
the cash flows statement.

Note 5 Deferred Tax Assets
-------------------

The following table summarizes the significant components of the
Company's deferred tax assets:

Total
-----
Deferred Tax Assets
Non-capital losses carryforward $ 16,643
Valuation allowance for deferred tax asset (16,643)
--------
$ -
========

FIVE NINES LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2003 (Unaudited),
December 31, 2002 and 2001
(Stated in US Dollars)
- ----------------------

Note 5 Deferred Tax Assets - (cont'd)
-------------------

The amount taken into income as deferred tax assets must reflect
that portion of the income tax loss carryforwards that is
likely to be realized from future operations. The Company has
chosen to provide an allowance of 100% against all available
income tax loss carryforwards, regardless of their time of expiry.

Note 6 Income Taxes
------------
No provision for income taxes has been provided in these financial
statements due to the net loss. At December 31, 2002 the Company
has net operating loss carryforwards, which expire commencing in
2022, totalling approximately $83,510, the benefit of which has
not been recorded in the financial statements.

Note 7 Subsequent Events
-----------------

(a) By an agreement dated July 1, 2003, the Company agreed to acquire
all of the outstanding shares of 627073 B.C. Ltd.("627073") by
issuing 230,000 common shares of the Company at $0.10 per share.
The Company and 627073 are related by virtue of a common
director. 627073 is a private British Columbia, Canada company and
its business is holding investments.

(b) By a resolution dated July 1, 2003, the Company proposes to
acquire 250,000 shares of Cash Now International Holdings Inc.
("Cash Now") (3.13% of the common shares of Cash Now) doing
business as Finance One by issuing 480,000 common shares of the
Company at $0.10 per share. Finance One is a private British
Columbia, Canada company and its business is providing financial
services to middle market companies.

(c) By a resolution dated July 1, 2003, the Company has accepted the
return of 3,000,000 common shares issued to a director of the
Company for $3,000.These shares will be cancelled.

(d) By a resolution dated July 1, 2003, the Company proposes to
settle debts outstanding at June 30, 2003 with directors of the
Company and a company controlled by a director of the Company in
the amount of $100,000 by the issuance of 1,000,000 common shares
of the Company at $0.10 per share.

(e) The Company intends to register the Company with the Securities
and Exchange Commission in the United States of America with a
SB2 filing. This filing will include a public offering of
1,000,000 common shares at $0.10 per share.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24.Indemnification of Directors and Officers.

The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling person, director or officer of the Registrant is insured
or indemnified in any manner against any liability which he may incur in his
capacity as such, is as follows:
Article Seven, subsection "b" and "c" of the Articles of Incorporation of the
company, filed as an exhibit to the Registration Statement. Article VI of the
Bylaws of the Company, filed as an exhibit to the Registration statement.
Article 109 of the Colorado Business Corporation Act.

Item 25. Other Expenses of Issuance and Distribution.

All projected expenses of the offering are itemized below:
Registration Fees $ 100
Transfer Agent Fees $2,000
Legal Fees $8,000
Accounting Fees $3,000
Filing Fees $2,000
Misc. Office $4,900
------
Total Projected Expenses $20,000
-------

As a separate item there has been no premium paid by the registrant or any
selling security holder on any policy to insure or indemnify directors or
officers against any liabilities they may incur in the registration, offering,
or sale of these securities.

Item 26.Recent Sales of Unregistered Securities

During the past three years, the Registrant has sold the following securities
which were not registered under the Securities Act of 1933, as amended.

- ------------------------------------------------------------------------------------------------------------------
Name and Address Date Shares Consideration
- ------------------------------------------------------------------------------------------------------------------

Carman Parente Dec 31,2001 100,000 Director's Fees
106-1641 Lonsdale Dec 31,2002 100,000 Director's Fees
North Vancouver,BC,Canada, June 30,2003 50,000 Director's Fees
V7M 2J5 July 1,2003 710,000 Sale of 627073 BC Ltd
(230,000 sh)and sale of
Cash Now Int
(480,000 sh)
- ------------------------------------------------------------------------------------------------------------------
Douglas Louvier Dec 31,2001 100,000 Director's Fees
4502 South 193 St Seattle WA Dec 31,2002 100,000 Director's Fees
98188 June 30,2003 50,000 Director's Fees
- ------------------------------------------------------------------------------------------------------------------
567147 BC Ltd. Dec 31,2001 200,000 Admin Fees & $1200.44 Cash
106-1641 Lonsdale Admin Fees & $310.00
North Vancouver Dec 31,2002 200,000 Cash
BC,Canada V7M2J5
(Holding Company controlled June 30, 2003 100,000 Admin Fees & $278.63
by Carman Parente) Cash
Cash and Securities
- ------------------------------------------------------------------------------------------------------------------

We issued the foregoing restricted shares of common stock to Messrs. Parente and
Louvier pursuant to Section 4(2) of the Securities Act of 1933. Messrs. Parente
and Louvier are sophisticated investors, are officers and directors of the
company, and where in possession of all material information relating to the
company. Further, no commissions were paid to anyone in connection with the sale
of the shares and general solicitation was made to no one.

Item 27. Exhibits.

The following Exhibits are filed as part of this Registration Statement,
pursuant to Item 601 of Regulation K.

Exhibit No. Document Description
- ---------- --------------------
3.1 Articles of Incorporation
3.2 Bylaws
4.1 Specimen Stock Certificate
5.1 Opinion of the Law Office of Reed & Reed P.C., counsel for
the Company, regarding the legality of the securities being
registered
10.1 Debt Settlement Agreement
10.2 Purchase Agreement for shares of 627073 BC Ltd DBA Five Nines
CIC
10.3 Purchase Agreement for shares of Cash Now International Inc.
10.4 Consent Resolutions of Directors with attached Exhibit "A"
23.1 Consent of Amisano Hanson, Chartered Accountants
23.2 Consent of the Law Office of Reed & Reed, P.C. included in
Exhibit 5.1
99.1 Subscription Agreement

Item 28. Undertakings.

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

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
b. 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
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
c. To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any change to such
information in the registration statement.

2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed 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.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing of this Form SB-2 Registration Statement and
has duly caused this Form SB-2 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Vancouver, British
Columbia,

on this, 10th day of November, 2003.
- ------------------ -------------------

FIVE NINES LTD.

BY: /s/ Carman Parente
--------------------
Carman Parente,
President and Principal
Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Carman Parente, as true and lawful attorney-in-fact and
agent, with full power of substitution, for his and in his name, place and
stead, in any and all capacities, to sign any and all amendment (including
post-effective amendments) to this registration statement, and to file the same,
therewith, with the Securities and Exchange Commission, and to make any and all
state securities law or blue sky filings, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying the
confirming all that said attorney-in-fact and agent, or any substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Form SB-2
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature Title Date

/s/ Carman Parente President, Chief Executive Officer, November 10, 2003
- ------------------ and member of Board of Directors
Carman Parente

/s/ Douglas Louvier Secretary,Corporate Finance November 10, 2003
- ------------------- Officer and member
Douglas Louvier of Board of Directors

LIST OF EXHIBITS

Exhibit No. Document Description
3.1 Articles of Incorporation
3.2 Bylaws
4.1 Specimen Stock Certificate
5.1 Opinion of Reed & Reed,P.C., counsel for the Company
regarding the legality Of the Securities being
registered.
10.1 Debt Settlement Agreement
10.2 Purchase Agreement for shares of 627073 BC Ltd. DBA
Five Nines CIC
10.3 Purchase Agreement for shares of Cash Now
International Inc
10.4 Consent Resolutions of Directors with attached
Exhibit "A"
23.1 Consent of Amisano Hanson, Chartered Accountants
99.1 Subscription Agreement

Exhibit 3.1
ARTICLES OF INCORPORATION
OF

FIVE NINES LTD.

The undersigned, who, if a natural person, is eighteen years of age or
older, hereby establishes a corporation pursuant to the Colorado Business
Corporation Act as amended and adopts the following Articles of Incorporation:

FIRST: The name of the corporation is Five Nines Ltd.

SECOND: The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.

THIRD: (a) The aggregate number of shares which the corporation shall
have authority to issue is 100,000,000 shares of common stock. The shares of
this class of common stock shall have unlimited voting rights and shall
constitute the sole voting group of the corporation, except to the extent any
additional voting group or groups may hereafter be established in accordance
with the Colorado Business Corporation Act. The shares of this class shall also
be entitled to receive the net assets of the corporation upon dissolution.

(b) Each shareholder of record shall have one vote for
each share of stock standing in his name on the books of the corporation and
entitled to vote, except that in the election of directors each shareholder
shall have as many votes for each share held by him as there are directors to be
elected and for whose election the shareholder has a right to vote. Cumulative
voting shall not be permitted in the election of directors or otherwise.

(c) Unless otherwise ordered by a court of competent
jurisdiction, at all meetings of shareholders a majority of the shares of a
voting group entitled to vote at such meeting, represented in person or by
proxy, shall constitute a quorum of that voting group.

FOURTH: The number of directors of the corporation shall be fixed
by the bylaws, or if the bylaws fail to fix such a number, then by resolution
adopted from time to time by the board of directors. Two directors shall
constitute the initial board of directors. The following persons are elected to
serve as the corporation's initial directors until the first annual meeting of
shareholders or until their successors are duly elected and qualified:

Name Address

Carman Parente 106 - 1641 Lonsdale Ave.
North Vancouver, BC
Canada V7M 2J5

Douglas Louvier 4502 South 193rd Street
Seattle, Wa. 98188

FIFTH: The street address of the initial registered office of the
corporation is 1560 Broadway, Denver, Colorado. The name of the initial
registered agent of the corporation at such address is Corporation Service
Company.

SIXTH: The address of the initial principal office of the corporation
is 106 - 1641 Lonsdale Ave., North Vancouver, British Columbia, Canada V7M 2J5.

SEVENTH: The following provisions are inserted for the management
of the business and for the conduct of the affairs of the corporation, and
the same are in furtherance of and not in limitation or exclusion of the powers
conferred by laws.

(a) Conflicting Interest Transactions. As used in this
paragraph, "conflicting interest transaction" means any of the following: (i) a
loan or other assistance by the corporation to a director of the corporation or
to an entity in which a director of the corporation is a director or officer or
has a financial interest; (ii) a guaranty by the corporation of an obligation of
a director of the corporation or of an obligation of an entity in which a
director of the corporation is a director or officer or has a financial
interest; or (iii) a contract or transaction between the corporation and a
director of the corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest. To the full extent permitted by Colorado law, no conflicting interest
transaction shall be void or voidable, be enjoined, be set aside, or give rise
to an award of damages or other sanctions in a proceeding by a shareholder or by
or in the right of the corporation, solely because the conflicting interest
transaction involves a director of the corporation or an entity in which a
director of the corporation is a director or officer or has a financial
interest, or solely because the director is present at or participates in the
meeting of the corporation's board of directors or of the committee of the board
of directors which authorizes, approves or ratifies a conflicting interest
transaction, or solely because the director's vote is counted for such purpose
if: (A) the material facts as to the director's relationship or interest and as
to the conflicting interest transaction are disclosed or are known to the board
of directors or the committee, and the board of directors or committee in good
faith authorizes, approves or ratifies the conflicting interest transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum; or (B) the material facts as
to the director's relationship or interest and as to the conflicting interest
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the conflicting interest transaction is specifically authorized,
approved or ratified in good faith by a vote of the shareholders; or (C) a
conflicting interest transaction is fair as to the corporation as of the time it
is authorized, approved or ratified in good faith by a vote of the shareholders;
or (D) a conflicting interest transaction is fair as to the corporation as of
the time it is authorized, approved or ratified by the board of directors, a
committee thereof, or the shareholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes, approves or ratifies the
conflicting interest transaction.

(b) Indemnification. The corporation shall indemnify,
to the maximum extent permitted by Colorado law, any person who is or was a
director, officer, agent, fiduciary or employee of the corporation against any
claim, liability or expense arising against or incurred by such person made
party to a proceeding because he is or was a director, officer, agent, fiduciary
or employee of the corporation or because he is or was serving another entity or
employee benefit plan as a director, officer, partner, trustee, employee,
fiduciary or agent at the corporation's request. The corporation shall further
have the authority to the maximum extent permitted by Colorado law to purchase
and maintain insurance providing such indemnification.

(c) Limitation on Director's Liability. No director of
this corporation shall have any personal liability for monetary damages to the
corporation or its shareholders for breach of his fiduciary duty as a director,
except that this provision shall not eliminate or limit the personal liability
of a director to the corporation or its shareholders for monetary damages for
any breach, act, omission or transaction as to which the Colorado Business
Corporation Act (as in effect from time to time) prohibits expressly the
elimination or limitation of liability. Nothing contained herein will be
construed to deprive any director of his right to all defenses ordinarily
available to a director nor will anything herein be construed to deprive any
director of any right he may have for contribution from any other director or
other person.
EIGHTH: The name and address of the incorporator is:

Scott M. Reed
1919 14th St., #330
Boulder, Co. 80302

DATED the 2nd day of March, 2001.

---------------------------
Incorporator

Corporation Service Company hereby consents to the appointment as the
initial registered agent for Five Nines Ltd.

---------------------------
Initial Registered Agent

Exhibit 3.2
BYLAWS

FIVE NINES LTD.

TABLE OF CONTENTS

Page

ARTICLE I. OFFICES 2

ARTICLE II. SHAREHOLDERS 2

Section 1. Annual Meeting 2
Section 2. Special Meetings 3
Section 3. Place of Meeting 3
Section 4. Notice of Meeting 3
Section 5. Fixing of Record Date 4
Section 6. Voting Lists 5
Section 7. Recognition Procedure for Beneficial Owners 5
Section 8. Quorum and Manner of Acting 6
Section 9. Proxies 6
Section 10. Voting of Shares 7
Section 11. Corporation's Acceptance of Votes 8
Section 12. Informal Action by Shareholders 9
Section 13. Meetings by Telecommunication 9

ARTICLE III. BOARD OF DIRECTORS 9

Section 1. General Powers 9
Section 2. Number, Qualifications and Tenure 10
Section 3. Vacancies 10
Section 4. Regular Meetings 10
Section 5. Special Meetings 10
Section 6. Notice 11
Section 7. Quorum 11
Section 8. Manner of Acting 11
Section 9. Compensation 11
Section 10. Presumption of Assent 12
Section 11. Committees 12
Section 12. Informal Action by Directors 13
Section 13. Telephonic Meetings 13
Section 14. Standard of Care 13

ARTICLE IV. OFFICERS AND AGENTS 14

Section 1. General 14
Section 2. Appointment and Term of Office 14
Section 3. Resignation and Removal 14
Section 4. Vacancies 14
Section 5. President 15
Section 6. Vice Presidents 15
Section 7. Secretary 15
Section 8. Treasurer 16

ARTICLE V. STOCK 17

Section 1. Certificates 17
Section 2. Consideration for Shares 18
Section 3. Lost Certificates 18
Section 4. Transfer of Shares 18
Section 5. Transfer Agent, Registrars and Paying Agents 19

ARTICLE VI. INDEMNIFICATION OF CERTAIN PERSONS 19

Section 1. Indemnification 19
Section 2. Right to Indemnification 20
Section 3. Effect of Termination of Action 20
Section 4. Groups Authorized to Make Indemnification
Determination 20
Section 5. Court-Ordered Indemnification 21
Section 6. Advance of Expenses 21
Section 7. Additional Indemnification to Certain Persons Other
Than Directors 21
Section 8. Witness Expenses 22
Section 9. Report to Shareholders 22
ARTICLE VII. PROVISION OF INSURANCE 22

Section 1. Provision of Insurance 22

ARTICLE VIII. MISCELLANEOUS 22

Section 1. Seal 23
Section 2. Fiscal Year 23
Section 3. Amendments 23
Section 4. Receipt of Notices by the Corporation 23
Section 5. Gender 23
Section 6. Conflicts 23
Section 7. Definitions 23

BYLAWS
OF
FIVE NINES LTD.

ARTICLE I.
OFFICES

The principal office of the corporation shall be designated from time
to time by the corporation and may be within or outside the State of Colorado.

The corporation may have such other offices, either within or outside
the State of Colorado, as the board of directors may designate or as the
business of the corporation may require from time to time.

The registered office of the corporation required by the Colorado
Business Corporation Act to be maintained in Colorado may be, but need not be,
identical with the principal office, and the address of the registered office
may be changed from time to time by the board of directors.

ARTICLE II.

SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held each year on a date and at a time fixed by the board
of directors of the corporation (or by the president in the absence of action by
the board of directors), for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
election of directors is not held on the day fixed as provided herein for any
annual meeting of the shareholders, or any adjournment thereof, the board of
directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Colorado
where the corporation's principal office is located or, if the corporation has
no principal office in Colorado, to the district court of the county in which
the corporation's registered office is located to seek an order that a
shareholder meeting be held (i) if an annual meeting was not held within six
months after the close of the corporation's most recently ended fiscal year or
fifteen months after its last annual meeting, whichever is earlier, or (ii) if
the shareholder participated in a proper call of or proper demand for a special
meeting and notice of the special meeting was not given within thirty days after
the date of the call or the date the last of the demands necessary to require
calling of the meeting was
received by the corporation pursuant to C.R.S. ss. 7-107-102(1)(b), or the
special meeting was not held in accordance with the notice.

Section 2. Special Meetings. Unless otherwise prescribed by
statute, special meetings of the shareholders may be called for any purpose by
the president or by the board of directors. The president shall call a special
meeting of the shareholders if the corporation receives one or more written
demands for the meeting, stating the purpose or purposes for which it is to be
held, signed and dated by holders of shares representing at least ten percent of
all the votes entitled to be cast on any issue proposed to be considered at the
meeting.

Section 3. Place of Meeting. The board of directors may
designate any place, either within or outside Colorado, as the place for any
annual meeting or any special meeting called by the board of directors. A waiver
of notice signed by all shareholders entitled to vote at a meeting may designate
any place, either within or outside Colorado, as the place for such meeting. If
no designation is made, or if a special meeting is called other than by the
board, the place of meeting shall be the principal office of the corporation.

Section 4. Notice of Meeting. Written notice stating the
place, date, and hour of the meeting shall be given not less than ten nor more
than sixty days before the date of the meeting, except that (i) if the number of
authorized shares is to be increased, at least thirty days' notice shall be
given, or (ii) if any other longer notice period is required by the Colorado
Business Corporation Act, such longer period of notice shall be applicable. The
secretary shall be required to give such notice only to shareholders entitled to
vote at the meeting except as otherwise required by the Colorado Business
Corporation Act.

Notice of a special meeting shall include a description of the purpose
or purposes of the meeting. Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the articles of
incorporation of the corporation, (ii) a merger or share exchange in which the
corporation is party and, with respect to a share exchange, in which the
corporation's shares will be acquired, (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all or
substantially all of the property of the corporation or of another entity which
this corporation controls, in each case with or without the goodwill, (iv) a
dissolution of the corporation, or (v) any other purpose for which a statement
of purpose is required by the Colorado Business Corporation Act. Notice shall be
given personally or by mail, private carrier, telegraph, teletype,
electronically transmitted facsimile or other form of wire or wireless
communication by or at the direction of the president, the secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed and if in a comprehensible form, such notice
shall be deemed to be given and effective when deposited in the United States
mail, addressed to the shareholder at his address as it appears in the
corporation's current record of shareholders, with postage prepaid. If notice is
given other than by mail, and provided that such notice is in a comprehensible
form, the notice is given and effective on the date actually received by the
shareholder.

If requested by the person or persons lawfully calling such meeting,
the secretary shall give notice thereof at corporate expense. No notice need be
sent to any shareholder if three successive notices mailed to the last known
address of such shareholder have been returned as undeliverable until such time
as another address for such shareholder is made known to the corporation by such
shareholder. In order to be entitled to receive notice of any meeting, a
shareholder shall advise the corporation in writing of any change in such
shareholder's mailing address as shown on the corporation's books and records.

When a meeting is adjourned to another date, time or place, notice need
not be given of the new date, time or place if the new date, time or place of
such meeting is announced before adjournment at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business which may have been transacted at the original meeting. If the
adjournment is for more than 120 days, or if a new record date is fixed for the
adjourned meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.

A shareholder may waive notice of a meeting before or after the time
and date of the meeting by a writing signed by such shareholder. Such waiver
shall be delivered to the corporation for filing with the corporate records, but
this delivery and filing shall not be conditions to the effectiveness of the
waiver. Further, by attending a meeting either in person or by proxy, a
shareholder waives objection to lack of notice or defective notice of the
meeting unless the shareholder objects at the beginning of the meeting to the
holding of the meeting or the transaction of business at the meeting because of
lack of notice or defective notice. By attending the meeting, the shareholder
also waives any objection to consideration at the meeting of a particular matter
not within the purpose or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is presented.

Section 5. Fixing of Record Date. For the purpose of
determining shareholders entitled to (i) notice of or vote at any meeting of
shareholders or any adjournment thereof, (ii) receive distributions or share
dividends, or (iii) demand a special meeting, or to make a determination of
shareholders for any other proper purpose, the board of directors may fix a
future date as the record date for any such determination of shareholders, such
date in any case to be not more than seventy days, and, in case of a meeting of
shareholders, not less than ten days, prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no record
date is fixed by the directors, the record date shall be the day before the
notice of the meeting is given to shareholders, or the date on which the
resolution of the board of directors providing for a distribution is adopted, as
the case may be. When a determination of shareholders entitled to vote at any
meeting of shareholders is made as provided in this section, such determination
shall apply to any adjournment thereof unless the board of directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting. Unless otherwise
specified when the record date is fixed, the time of day for such determination
shall be as of the corporation's close of business on the record date.

Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date a writing upon which the action is
taken is first received by the corporation. The record date for determining
shareholders entitled to demand a special meeting shall be the date of the
earliest of any of the demands pursuant to which the meeting is called.

Section 6. Voting Lists. After a record date is fixed for a
shareholders' meeting, the secretary shall make, at the earlier of ten days
before such meeting or two business days after notice of the meeting has been
given, a complete list of the shareholders entitled to be given notice of such
meeting or any adjournment thereof. The list shall be arranged by voting groups
and within each voting group by class or series of shares, shall be in
alphabetical order within each class or series, and shall show the address of
and the number of shares of each class or series held by each shareholder. For
the period beginning the earlier of ten days prior to the meeting or two
business days after notice of the meeting is given and continuing through the
meeting and any adjournment thereof, this list shall be kept on file at the
principal office of the corporation, or at a place (which shall be identified in
the notice) in the city where the meeting will be held. Such list shall be
available for inspection on written demand by any shareholder (including for the
purpose of this Section 6 any holder of voting trust certificates) or his agent
or attorney during regular business hours and during the period available for
inspection. The original stock transfer books shall be prima facie evidence as
to who are shareholders entitled to examine such list or to vote at any meeting
of shareholders.

Any shareholder, his agent or attorney may copy the list during regular
business hours and during the period it is available for inspection, provided
(i) the shareholder has been a shareholder for at least three months immediately
preceding the demand or holds at least five percent of all outstanding shares of
any class of shares as of the date of the demand, (ii) the demand is made in
good faith and for a purpose reasonably related to the demanding shareholder's
interest as a shareholder, (iii) the shareholder describes with reasonable
particularity the purpose and the records the shareholder desires to inspect,
(iv) the records are directly connected with the described purpose, and (v) the
shareholder pays a reasonable charge covering the costs of labor and material
for such copies, not to exceed the estimated cost of production and
reproduction.

Section 7. Recognition Procedure for Beneficial Owners. The
board of directors may adopt by resolution a procedure whereby a shareholder of
the corporation may certify in writing to the corporation that all or a portion
of the shares registered in the name of such shareholder are held for the
account of a specified person or persons. The resolution may set forth (i) the
types of nominees to which it applies, (ii) the rights or privileges that the
corporation will recognize in a beneficial owner, which may include rights and
privileges other than voting, (iii) the form of certification and the
information to be contained therein, (iv) if the certification is with respect
to a record date, the time within which the certification must be received by
the corporation, (v) the period for which the nominee's use of the procedure is
effective, and (vi) such other provisions with respect to the procedure as the
board deems necessary or desirable. Upon receipt by the corporation of a
certificate complying with the procedure established by the board of directors,
the persons specified in the certification shall be deemed, for the purpose or
purposes set forth in the certification, to be the registered holders of the
number of shares specified in place of the shareholder making the certification.

Section 8. Quorum and Manner of Acting. A majority of the
votes entitled to be cast on a matter by a voting group represented in person or
by proxy, shall constitute a quorum of that voting group for action on the
matter. If less than a majority of such votes are represented at a meeting, a
majority of the votes so represented may adjourn the meeting from time to time
without further notice, for a period not to exceed 120 days for any one
adjournment. If a quorum is present at such adjourned meeting, any business may
be transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless the meeting is adjourned and a
new record date is set for the adjourned meeting.

If a quorum exists, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action, unless the vote of a greater number or voting by classes is required
by law or the articles of incorporation.

Section 9. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy by signing an appointment form or similar writing,
either personally or by his duly authorized attorney-in-fact. A shareholder may
also appoint a proxy by transmitting or authorizing the transmission of a
telegram, teletype, or other electronic transmission providing a written
statement of the appointment to the proxy, a proxy solicitor, proxy support
service organization, or other person duly authorized by the proxy to receive
appointments as agent for the proxy, or to the corporation. The transmitted
appointment shall set forth or be transmitted with written evidence from which
it can be determined that the shareholder transmitted or authorized the
transmission of the appointment. The proxy appointment form or similar writing
shall be filed with the secretary of the corporation before or at the time of
the meeting. The appointment of a proxy is effective when received by the
corporation and is valid for eleven months unless a different period is
expressly provided in the appointment form or similar writing.

Any complete copy, including an electronically transmitted facsimile,
of an appointment of a proxy may be substituted for or used in lieu of the
original appointment for any purpose for which the original appointment could be
used.

Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment. Other notice of
revocation may, in the discretion of the corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

The corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the revocation may be a breach of an obligation of the shareholder to
another person not to revoke the appointment.

Subject to Section 11 and any express limitation on the proxy's
authority appearing on the appointment form, the corporation is entitled to
accept the proxy's vote or other action as that of the shareholder making the
appointment.

Section 10. Voting of Shares. Each outstanding share,
regardless of class, shall be entitled to one vote, except in the election of
directors, and each fractional share shall be entitled to a corresponding
fractional vote on each matter submitted to a vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any class or
classes are limited or denied by the articles of incorporation as permitted by
the Colorado Business Corporation Act. Cumulative voting shall not be permitted
in the election of directors or for any other purpose.

In the election of directors each record holder of stock shall be
entitled to vote all of his votes for as many persons as there are directors to
be elected. At each election of directors, that number of candidates equaling
the number of directors to be elected, having the highest number of votes cast
in favor of their election, shall be elected to the board of directors.

Except as otherwise ordered by a court of competent jurisdiction upon a
finding that the purpose of this section would not be violated in the
circumstances presented to the court, the shares of the corporation are not
entitled to be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or
indirectly, a majority of the shares entitled to vote for directors of the
second corporation except to the extent the second corporation holds the shares
in a fiduciary capacity.

Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.

Section 11. Corporation's Acceptance of Votes. If the name
signed on a vote, consent, waiver, proxy appointment, or proxy appointment
revocation corresponds to the name of a shareholder, the corporation, if acting
in good faith, is entitled to accept the vote, consent, waiver, proxy
appointment or proxy appointment revocation and give it effect as the act of the
shareholder. If the name signed on a vote, consent, waiver, proxy appointment or
proxy appointment revocation does not correspond to the name of a shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:

(i) the shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;

(ii) the name signed purports to be that of an administrator, executor, guardian
or conservator representing the shareholder and, if the corporation requests,
evidence of fiduciary status acceptable to the corporation has been presented
with respect to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;

(iii) the name signed purports to be that of a receiver or trustee in bankruptcy
of the shareholder and, if the corporation requests, evidence of this status
acceptable to the corporation has been presented with respect to the vote,
consent, waiver, proxy appointment or proxy appointment revocation;

(iv) the name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote, consent, waiver, proxy
appointment or proxy appointment revocation;

(v) two or more persons are the shareholder as co-tenants or fiduciaries
and the name signed purports to be the name of at least one of the co-tenants or
fiduciaries, and the person signing appears to be acting on behalf of all the
co-tenants or fiduciaries; or

(vi) the acceptance of the vote, consent, waiver, proxy appointment or proxy
appointment revocation is otherwise proper under rules established by the
corporation that are not inconsistent with this Section 11.

The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

Neither the corporation nor its officers nor any agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section is
liable in damages for the consequences of the acceptance or rejection.

Section 12. Informal Action by Shareholders. Any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if a written consent (or counterparts thereof) that sets forth
the action so taken is signed by all of the shareholders entitled to vote with
respect to the subject matter thereof and received by the corporation. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders and may be stated as such in any document. Action taken under this
Section 12 is effective as of the date the last writing necessary to effect the
action is received by the corporation, unless all of the writings specify a
different effective date, in which case such specified date shall be the
effective date for such action. If any shareholder revokes his consent as
provided for herein prior to what would otherwise be the effective date, the
action proposed in the consent shall be invalid. The record date for determining
shareholders entitled to take action without a meeting is the date the
corporation first receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 12 may revoke such consent by a writing
signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the corporation before the effectiveness of the action.

Section 13. Meetings by Telecommunication. Any or all of the
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be
present in person at the meeting.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. General Powers. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of its board of directors,
except as otherwise provided in the Colorado Business Corporation Act or the
articles of incorporation.

Section 2. Number, Qualifications and Tenure. The number of
directors of the corporation shall be fixed from time to time by the board of
directors, within a range of no less than one or more than seven, but no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director. A director shall be a natural person who is eighteen
years of age or older. A director need not be a resident of Colorado or a
shareholder of the corporation.

Directors shall be elected at each annual meeting of shareholders. Each
director shall hold office until the next annual meeting of shareholders
following his election and thereafter until his successor shall have been
elected and qualified. Directors shall be removed in the manner provided by the
Colorado Business Corporation Act. Any director may be removed by the
shareholders of the voting group that elected the director, with or without
cause, at a meeting called for that purpose. The notice of the meeting shall
state that the purpose or one of the purposes of the meeting is removal of the
director. A director may be removed only if the number of votes cast in favor of
removal exceeds the number of votes cast against removal.

Section 3. Vacancies. Any director may resign at any time by
giving written notice to the secretary. Such resignation shall take effect at
the time the notice is received by the secretary unless the notice specifies a
later effective date. Unless otherwise specified in the notice of resignation,
the corporation's acceptance of such resignation shall not be necessary to make
it effective. Any vacancy on the board of directors may be filled by the
affirmative vote of a majority of the shareholders at a special meeting called
for that purpose or by the board of directors. If the directors remaining in
office constitute fewer than a quorum of the board, the directors may fill the
vacancy by the affirmative vote of a majority of all the directors remaining in
office. If elected by the directors, the director shall hold office until the
next annual shareholders' meeting at which directors are elected. If elected by
the shareholders, the director shall hold office for the unexpired term of his
predecessor in office; except that, if the director's predecessor was elected by
the directors to fill a vacancy, the director elected by the shareholders shall
hold office for the unexpired term of the last predecessor elected by the
shareholders.

Section 4. Regular Meetings. A regular meeting of the board of
directors shall be held without notice immediately after and at the same place
as the annual meeting of shareholders. The board of directors may provide by
resolution the time and place, either within or outside Colorado, for the
holding of additional regular meetings without other notice.

Section 5. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or outside Colorado, as the place
for holding any special meeting of the board of directors called by them,
provided that no meeting shall be called outside the State of Colorado unless a
majority of the board of directors has so authorized.

Section 6. Notice. Notice of the date, time and place of any
special meeting shall be given to each director at least two days prior to the
meeting by written notice either personally delivered or mailed to each director
at his residence or business address, or by notice transmitted by private
courier, telegraph, telex, electronically transmitted facsimile or other form of
wire or wireless communication. If mailed, such notice shall be deemed to be
given and to be effective on the earlier of (i) five days after such notice is
deposited in the United States mail, properly addressed, with first class
postage prepaid, or (ii) the date shown on the return receipt, if mailed by
registered or certified mail return receipt requested, provided that the return
receipt is signed by the director to whom the notice is addressed. If notice is
given by telex, electronically transmitted facsimile or other similar form of
wire or wireless communication, such notice shall be deemed to be given and to
be effective when sent, and with respect to a telegram, such notice shall be
deemed to be given and to be effective when the telegram is delivered to the
telegraph company. If a director has designated in writing one or more
reasonable addresses or facsimile numbers for delivery of notice to him, notice
sent by mail, telegraph, telex, electronically transmitted facsimile or other
form of wire or wireless communication shall not be deemed to have been given or
to be effective unless sent to such addresses or facsimile numbers, as the case
may be.

A director may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such director. Such waiver shall be
delivered to the corporation for filing with the corporate records, but such
delivery and filing shall not be conditions to the effectiveness of the waiver.
Further, a director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless at the beginning of the meeting, or
promptly upon his later arrival, the director objects to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken at the
meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed
by the board of directors pursuant to Article III, Section 2 or, if no number is
fixed, a majority of the number in office immediately before the meeting begins,
shall constitute a quorum for the transaction of business at any meeting of the
board of directors. If less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice, for a period not to exceed sixty days at any one
adjournment.

Section 8. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.

Section 9. Compensation. By resolution of the board of
directors, any director may be paid any one or more of the following: his
expenses, if any, of attendance at meetings, a fixed sum for attendance at each
meeting, a stated salary as director, or such other compensation as the
corporation and the director may reasonably agree upon. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

Section 10. Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors or committee
of the board at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless (i) the director objects at the
beginning of the meeting, or promptly upon his arrival, to the holding of the
meeting or the transaction of business at the meeting and does not thereafter
vote for or assent to any action taken at the meeting, (ii) the director
contemporaneously requests that his dissent or abstention as to any specific
action taken be entered in the minutes of the meeting, or (iii) the director
causes written notice of his dissent or abstention as to any specific action to
be received by the presiding officer of the meeting before its adjournment or by
the secretary promptly after the adjournment of the meeting. A director may
dissent to a specific action at a meeting, while assenting to others. The right
to dissent to a specific action taken at a meeting of the board of directors or
a committee of the board shall not be available to a director who voted in favor
of such action.

Section 11. Committees. By resolution adopted by a majority of
all the directors in office when the action is taken, the board of directors may
designate from among its members an executive committee and one or more other
committees, and appoint one or more members of the board of directors to serve
on them. To the extent provided in the resolution, each committee shall have all
the authority of the board of directors, except that no such committee shall
have the authority to (i) authorize distributions, (ii) approve or propose to
shareholders actions or proposals required by the Colorado Business Corporation
Act to be approved by shareholders, (iii) fill vacancies on the board of
directors or any committee thereof, (iv) amend the articles of incorporation,
(v) adopt, amend or repeal the bylaws, (vi) approve a plan of merger not
requiring shareholder approval, (vii) authorize or approve the reacquisition of
shares unless pursuant to a formula or method prescribed by the board of
directors, or (viii) authorize or approve the issuance or sale of shares, or
contract for the sale of shares or determine the designations and relative
rights, preferences and limitations of a class or series of shares, except that
the board of directors may authorize a committee or officer to do so within
limits specifically prescribed by the board of directors. The committee shall
then have full power within the limits set by the board of directors to adopt
any final resolution setting forth all preferences, limitations and relative
rights of such class or series and to authorize an amendment of the articles of
incorporation stating the preferences, limitations and relative rights of a
class or series for filing with the Secretary of State under the Colorado
Business Corporation Act.

Sections 4, 5, 6, 7, 8 and 12 of Article III, which govern meetings,
notice, waiver of notice, quorum, voting requirements and action without a
meeting of the board of directors, shall apply to committees and their members
appointed under this Section 11.

Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the board of
directors or a member of the committee in question with his responsibility to
conform to the standard of care set forth in Article III, Section 14 of these
bylaws.

Section 12. Informal Action by Directors. Any action required
or permitted to be taken at a meeting of the directors or any committee
designated by the board of directors may be taken without a meeting if a written
consent (or counterparts thereof) that sets forth the action so taken is signed
by all of the directors entitled to vote with respect to the action taken. Such
consent shall have the same force and effect as a unanimous vote of the
directors or committee members and may be stated as such in any document. Unless
the consent specifies a different effective time or date, action taken under
this Section 12 is effective at the time or date the last director signs a
writing describing the action taken, unless, before such time, any director has
revoked his consent by a writing signed by the director and received by the
president or the secretary of the corporation.

Section 13. Telephonic Meetings. The board of directors may
permit any director (or any member of a committee designated by the board) to
participate in a regular or special meeting of the board of directors or a
committee thereof through the use of any means of communication by which all
directors participating in the meeting can hear each other during the meeting. A
director participating in a meeting in this manner is deemed to be present in
person at the meeting.

Section 14. Standard of Care. A director shall perform his
duties as a director, including without limitation his duties as a member of any
committee of the board, in good faith, in a manner he reasonably believes to be
in the best interests of the corporation, and with the care an ordinarily
prudent person in a like position would exercise under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by the persons herein
designated. However, he shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
to be unwarranted. A director shall not be liable to the corporation or its
shareholders for any action he takes or omits to take as a director if, in
connection with such action or omission, he performs his duties in compliance
with this Section 14.

The designated persons on whom a director is entitled to rely are (i)
one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented, (ii)
legal counsel, public accountant, or other person as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or (iii) a committee of the board of directors on which the director
does not serve if the director reasonably believes the committee merits
confidence.

ARTICLE IV

OFFICERS AND AGENTS

Section 1. General. The officers of the corporation shall be a
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be appointed by the board of directors and shall be a natural person
eighteen years of age or older. One person may hold more than one office. The
board of directors or an officer or officers so authorized by the board may
appoint such other officers, assistant officers, committees and agents,
including a chairman of the board, assistant secretaries and assistant
treasurers, as they may consider necessary. Except as expressly prescribed by
these bylaws, the board of directors or the officer or officers authorized by
the board shall from time to time determine the procedure for the appointment of
officers, their authority and duties and their compensation, provided that the
board of directors may change the authority, duties and compensation of any
officer who is not appointed by the board.

Section 2. Appointment and Term of Office. The officers of the
corporation to be appointed by the board of directors shall be appointed at each
annual meeting of the board held after each annual meeting of the shareholders.
If the appointment of officers is not made at such meeting or if an officer or
officers are to be appointed by another officer or officers of the corporation,
such appointments shall be made as determined by the board of directors or the
appointing person or persons. Each officer shall hold office until the first of
the following occurs: his successor shall have been duly appointed and
qualified, his death, his resignation, or his removal in the manner provided in
Section 3.

Section 3. Resignation and Removal. An officer may resign at
any time by giving written notice of resignation to the president, secretary or
other person who appoints such officer. The resignation is effective when the
notice is received by the corporation unless the notice specifies a later
effective date.

Any officer or agent may be removed at any time with or without cause
by the board of directors or an officer or officers authorized by the board.
Such removal does not affect the contract rights, if any, of the corporation or
of the person so removed. The appointment of an officer or agent shall not in
itself create contract rights.

Section 4. Vacancies. A vacancy in any office, however
occurring, may be filled by the board of directors, or by the officer or
officers authorized by the board, for the unexpired portion of the officer's
term. If an officer resigns and his resignation is made effective at a later
date, the board of directors, or officer or officers authorized by the board,
may permit the officer to remain in office until the effective date and may fill
the pending vacancy before the effective date if the board of directors or
officer or officers authorized by the board provide that the successor shall not
take office until the effective date. In the alternative, the board of
directors, or officer or officers authorized by the board of directors, may
remove the officer at any time before the effective date and may fill the
resulting vacancy.

Section 5. President. The president shall preside at all
meetings of shareholders and all meetings of the board of directors unless the
board of directors has appointed a chairman, vice chairman, or other officer of
the board and has authorized such person to preside at meetings of the board of
directors. Subject to the direction and supervision of the board of directors,
the president shall be the chief executive officer of the corporation, and shall
have general and active control of its affairs and business and general
supervision of its officers, agents and employees. Unless otherwise directed by
the board of directors, the president shall attend in person or by substitute
appointed by him, or shall execute on behalf of the corporation written
instruments appointing a proxy or proxies to represent the corporation, at all
meetings of the stockholders of any other corporation in which the corporation
holds any stock. On behalf of the corporation, the president may in person or by
substitute or by proxy execute written waivers of notice and consents with
respect to any such meetings. At all such meetings and otherwise, the president,
in person or by substitute or proxy, may vote the stock held by the corporation,
execute written consents and other instruments with respect to such stock, and
exercise any and all rights and powers incident to the ownership of said stock,
subject to the instructions, if any, of the board of directors. The president
shall have custody of the treasurer's bond, if any. The president shall have
such additional authority and duties as are appropriate and customary for the
office of president and chief executive officer, except as the same may be
expanded or limited by the board of directors from time to time.

Section 6. Vice Presidents. The vice presidents shall assist
the president and shall perform such duties as may be assigned to them by the
president or by the board of directors. In the absence of the president, the
vice president, if any (or, if more than one, the vice presidents in the order
designated by the board of directors, of if the board makes no such designation,
then the vice president designated by the president, or if neither the board nor
the president makes any such designation, the senior vice president as
determined by first election to that office), shall have the powers and perform
the duties of the president.

Section 7. Secretary. The secretary shall (i) prepare and
maintain as permanent records the minutes of the proceedings of the shareholders
and the board of directors without a meeting, a record of all actions taken by a
committee of the board of directors in place of the board of directors on behalf
of the corporation, and a record of all waivers of notice of meetings of
shareholders and of the board of directors or any committee thereof, (ii) see
that all notices are duly given in accordance with the provisions of these
bylaws and as required by law, (iii) serve as custodian of the corporate records
and of the seal of the corporation and affix the seal to all documents when
authorized by the board of directors, (iv) keep at the corporation's registered

office or principal place of business a record containing the names and
addresses of all shareholders in a form that permits preparation of a list of
shareholders arranged by voting group and by class or series of shares within
each voting group, that is alphabetical within each class or series and that
shows the address of, and the number of shares of each class or series held by,
each shareholder, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar, (v) maintain at the corporation's
principal office the originals or copies of the corporation's articles of
incorporation, bylaws, minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past three years, all
written communications within the past three years to shareholders as a group or
to the holders of any class or series of shares as a group, a list of the names
and business addresses of the current directors and officers, a copy of the
corporation's most recent corporate report filed with the Secretary of State,
and financial statements showing in reasonable detail the corporation's assets
and liabilities and results of operations for the last three years, (vi) have
general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent, (vii) authenticate records of the corporation,
and (viii) in general, perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the
president or by the board of directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary. The
directors and/or shareholders may however respectively designate a person other
than the secretary or assistant secretary to keep the minutes of their
respective meetings.

Any books, records, or minutes of the corporation may be in written
form or in any form capable of being converted into written form within a
reasonable time.

Section 8. Treasurer. The treasurer shall be the principal
financial officer of the corporation, shall have the care and custody of all
funds, securities, evidences of indebtedness and other personal property of the
corporation and shall deposit the same in accordance with the instructions of
the board of directors. Subject to the limits imposed by the board of directors,
he shall receive and give receipts and acquittances for money paid in on account
of the corporation, and shall pay out of the corporation's funds on hand all
bills, payrolls and other just debts of the corporation of whatever nature upon
maturity. He shall perform all other duties incident to the office of the
treasurer and, upon request of the board, shall make such reports to it as may
be required at any time. He shall, if required by the board, give the
corporation a bond in such sums and with such sureties as shall be satisfactory
to the board, conditioned upon the faithful performance of his duties and for
the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation. He shall have such other powers and perform such other
duties as may from time to time be prescribed by the board of directors or the
president. The assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision of the treasurer.

The treasurer shall also be the principal accounting officer of the
corporation. He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account as
required by the Colorado Business Corporation Act, prepare and file all local,
state and federal tax returns, prescribe and maintain an adequate system of
internal audit and prepare and furnish to the president and the board of
directors statements of account showing the financial position of the
corporation and the results of its operations.

ARTICLE V.

STOCK

Section 1. Certificates. The board of directors shall be
authorized to issue any of its classes of shares with or without certificates.
The fact that the shares are not represented by certificates shall have no
effect on the rights and obligations of shareholders. If the shares are
represented by certificates, such shares shall be represented by consecutively
numbered certificates signed, either manually or by facsimile, in the name of
the corporation by the president, a vice president, the secretary or an
assistant secretary. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, such certificate may nonetheless be
issued by the corporation with the same effect as if he were such officer at the
date of its issue. The names of the owners of the certificates, the number of
shares, and the date of issue shall be entered on the books of the corporation.
Each certificate representing shares shall state upon its face:

(i) That the corporation is organized under the laws of Colorado;

(ii) The name of the person to whom issued;

(iii) The number and class of the shares and the designation of the series,
if any, that the certificate represents;

(iv) The par value, if any, of each share represented by the certificate;

(v) If the corporation is authorized to issue different classes of shares
or different series within a class, the certificate shall contain a conspicuous
statement, on the front or the back, that the corporation will furnish to the
shareholder, on request in writing and without charge, information concerning
the designations, preferences, limitations, and relative rights applicable to
each class, the variations in preferences, limitations, and rights determined
for each series, and the authority of the board of directors to determine
variations for future classes or series; and

(vi) Any restrictions imposed by the corporation upon the transfer of
the shares represented by the certificate.

If shares are not represented by certificates, within a reasonable time
following the issue or transfer of such shares, the corporation shall send the
shareholder a complete written statement of all of the information required to
be provided to holders of uncertificated shares by the Colorado Business
Corporation Act.

Section 2. Consideration for Shares. Certificates or
uncertificated shares shall not be issued until the shares represented thereby
are fully paid. The board of directors may authorize the issuance of shares for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed or other
securities of the corporation. Future services shall not constitute payment or
partial payment for shares of the corporation. The promissory note of a
subscriber or an affiliate of a subscriber shall not constitute payment or
partial payment for shares of the corporation unless the note is negotiable and
is secured by collateral, other than the shares being purchased, having a fair
market value at least equal to the principal amount of the note. For purposes of
this Section 2, "promissory note" means a negotiable instrument on which there
is an obligation to pay independent of collateral and does not include a
non-recourse note.

Section 3. Lost Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock, the board of directors may
direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as the board may prescribe. The board of
directors may in its discretion require an affidavit of lost certificate and/or
a bond in such form and amount and with such surety as it may determine before
issuing a new certificate.

Section 4. Transfer of Shares. Upon surrender to the
corporation or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, and receipt of such documentary stamps as may be required
by law and evidence of compliance with all applicable securities laws and other
restrictions, the corporation shall issue a new certificate to the person
entitled thereto, and cancel the old certificate. Every such transfer of stock
shall be entered on the stock books of the corporation which shall be entered on
the stock books of the corporation which shall be kept at its principal office
or by the person and the place designated by the board of directors.

Except as otherwise expressly provided in Article II, Sections 7 and
11, and except for the assertion of dissenters' rights to the extent provided in
Article 113 of the Colorado Business Corporation Act, the corporation shall be
entitled to treat the registered holder of any shares of the corporation as the
owner thereof for all purposes, and the corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares on the part of any person other than the registered
holder, including without limitation any purchaser, assignee or transferee of
such shares or rights deriving from such shares on the part of any person other
than the registered holder, including without limitation any purchaser, assignee
or transferee of such shares or rights deriving from such shares, unless and
until such other person becomes the registered holder of such shares, whether or
not the corporation shall have either actual or constructive notice of the
claimed interest of such other person.

Section 5. Transfer Agent, Registrars and Paying Agents. The
board may at its discretion appoint one or more transfer agents, registrars and
agents for making payment upon any class of stock, bond, debenture or other
security of the corporation. Such agents and registrars may be located either
within or outside Colorado. They shall have such rights and duties and shall be
entitled to such compensation as may be agreed. The corporation and any transfer
agent, registrar or other agent shall refuse to register any transfer of
securities originally issued under Regulation S of the Securities Act of 1933
unless such transfer is made in accordance with Regulation S, pursuant to
registration under the Securities Act of 1933 or pursuant to exemption from
registration under the Securities Act of 1933.

ARTICLE VI.

INDEMNIFICATION OF CERTAIN PERSONS

Section 1. Indemnification. For purposes of Article VI, a
"Proper Person" means any person (including the estate or personal
representative of a director) who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee,
fiduciary or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee, fiduciary or
agent of any foreign or domestic profit or nonprofit corporation or of any
partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company, or other enterprise or employee benefit
plan. The corporation shall indemnify any Proper Person against reasonably
incurred expenses (including attorneys' fees), judgments, penalties, fines
(including any excise tax assessed with respect to an employee benefit plan) and
amounts paid in settlement reasonably incurred by him connection with such
action, suit or proceeding if it is determined by the groups set forth in
Section 4 of this Article that he conducted himself in good faith and that he
reasonably believed (i) in the case of conduct in his official capacity with the
corporation, that his conduct was in the corporation's best interests, or (ii)
in all other cases (except criminal cases), that his conduct was at least not
opposed to the corporation's best interests, or (iii) in the case of any
criminal proceeding, that he had no reasonable cause to believe his conduct was
unlawful. Official capacity means, when used with respect to a director, the
office of director and, when used with respect to any other Proper Person, the
office in a corporation held by the officer or the employment, fiduciary or
agency relationship undertaken by the employee, fiduciary, or agent on behalf of
the corporation. Official capacity does not include service for any other
domestic or foreign corporation or other person or employee benefit plan.

A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirements in (ii) of this Section 1. A director's conduct with respect to an
employee benefit plan for a purpose that the director did not reasonably believe
to be in the interests of the participants in or beneficiaries of the plan shall
be deemed not to satisfy the requirement of this section that he conduct himself
in good faith.

No indemnification shall be made under this Article VI to a Proper
Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper Person was
adjudged liable to the corporation or in connection with any proceeding charging
that the Proper Person derived an improper personal benefit, whether or not
involving action in an official capacity, in which he was adjudged liable on the
basis that he derived an improper personal benefit. Further, indemnification
under this Section in connection with a proceeding brought by or in the right of
the corporation shall be limited to reasonable expenses, including attorneys'
fees, incurred in connection with the proceeding.

Section 2. Right to Indemnification. The corporation shall
indemnify any Proper Person who was wholly successful, on the merits or
otherwise, in defense of any action, suit, or proceeding as to which he was
entitled to indemnification under Section 1 of this Article VI against expenses
(including attorneys' fees) reasonably incurred by him in connection with the
proceeding without the necessity of any action by the corporation other than the
determination in good faith that the defense has been wholly successful.

Section 3. Effect of Termination of Action. The termination of
any action, suit or proceeding by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not meet the standards
of conduct described in Section 1 of this Article VI. Entry of a judgment by
consent as part of a settlement shall not be deemed an adjudication of
liability, as described in Section 2 of this Article VI.

Section 4. Groups Authorized to Make Indemnification
Determination. Except where there is a right to indemnification as set forth in
Sections 1 or 2 of this Article or where indemnification is ordered by a court
in Section 5, any indemnification shall be made by the corporation only as
determined in the specific case by a proper group that indemnification of the
Proper Person is permissible under the circumstances because he has met the
applicable standards of conduct set forth in Section 1 of this Article. This
determination shall be made by the board of directors by a majority vote of
those present at a meeting at which a quorum is present, which quorum shall
consist of directors not parties to the proceeding ("Quorum"). If a Quorum
cannot be obtained, the determination shall be made by a majority vote of a

committee of the board of directors designated by the board, which committee
shall consist of two or more directors not parties to the proceeding, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee. If a Quorum of the board of
directors cannot be obtained and the committee cannot be established, or even if
a Quorum is obtained or the committee is designated and a majority of the
directors constituting such Quorum or committee so directs, the determination
shall be made by (i) independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in this Section 4 or, if a
Quorum of the full board of directors cannot be obtained and a committee cannot
be established, by independent legal counsel selected by a majority vote of the
full board (including directors who are parties to the action) or (ii) a vote of
the shareholders.

Authorization of indemnification and advance of expenses shall be made
in the same manner as the determination that indemnification or advance of
expenses is permissible except that, if the determination that indemnification
or advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and advance of expenses shall be made by the
body that selected such counsel.

Section 5. Court-Ordered Indemnification. Any Proper Person
may apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction for mandatory indemnification under
Section 2 of this Article, including indemnification for reasonable expenses
incurred to obtain court-ordered indemnification. If a court determines that the
Proper Person is entitled to indemnification under Section 2 of this Article,
the court shall order indemnification, including the Proper Person's reasonable
expenses incurred to obtain court-ordered indemnification. If the court
determines that such Proper Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he met
the standards of conduct set forth in Section 1 of this Article or was adjudged
liable in the proceeding, the court may order such indemnification as the court
deems proper except that if the Proper Person has been adjudged liable,
indemnification shall be limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain court-ordered
indemnification.

Section 6. Advance of Expenses. Reasonable expenses (including
attorneys' fees) incurred in defending an action, suit or proceeding as
described in Section 1 may be paid by the corporation to any Proper Person in
advance of the final disposition of such action, suit or proceeding upon receipt
of (i) a written affirmation of such Proper Person's good faith belief that he
has met the standards of conduct prescribed by Section 1 of this Article VI,
(ii) a written undertaking, executed personally or on the Proper Person's
behalf, to repay such advances if it is ultimately determined that he did not
meet the prescribed standards of conduct (the undertaking shall be an unlimited
general obligation of the Proper Person but need not be secured and may be
accepted without reference to financial ability to make repayment), and (iii) a
determination is made by the proper group (as described in Section 4 of this
Article VI) that the facts as then known to the group would not preclude
indemnification. Determination and authorization of payments shall be made in
the same manner specified in Section 4 of this Article VI.

Section 7. Additional Indemnification to Certain Persons Other
Than Directors. In addition to the indemnification provided to officers,
employees, fiduciaries or agents because of their status as Proper Persons under
this Article, the corporation may also indemnify and advance expenses to them if
they are not directors of the corporation to a greater extent than is provided
in these bylaws, if not inconsistent with public policy, and if provided for by
general or specific action of its board of directors or shareholders or by
contract.

Section 8. Witness Expenses. The sections of this Article VI
do not limit the corporation's authority to pay or reimburse expenses incurred
by a director in connection with an appearance as a witness in a proceeding at a
time when he has not been made a named defendant or respondent in the
proceeding.

Section 9. Report to Shareholders. Any indemnification of or
advance of expenses to a director in accordance with this Article VI, if arising
out of a proceeding by or on behalf of the corporation, shall be reported in
writing to the shareholders with or before the notice of the next shareholders'
meeting. If the next shareholder action is taken without a meeting at the
instigation of the board of directors, such notice shall be given to the
shareholders at or before the time the first shareholder signs a writing
consenting to such action.

ARTICLE VII

PROVISION OF INSURANCE

Section 1. Provision of Insurance. By action of the board of
directors, notwithstanding any interest of the directors in the action, the
corporation may purchase and maintain insurance, in such scope and amounts as
the board of directors deems appropriate, on behalf of any person who is or was
a director, officer, employee, fiduciary or agent of the corporation, or who,
while a director, officer, employee, fiduciary or agent of the corporation, is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, profit or nonprofit
unincorporated association, limited liability company, other enterprise or
employee benefit plan, against any liability asserted against, or incurred by,
him in that capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of Article VI or applicable law. Any such insurance may be
procured from any insurance company designated by the board of directors of the
corporation, whether such insurance company is formed under the laws of Colorado
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the corporation has an equity interest or any other
interest, through stock ownership or otherwise.

ARTICLE VIII.

MISCELLANEOUS

Section 1. Seal. The board of directors may adopt a corporate
seal, which shall be circular in form and shall contain the name of the
corporation and the words, "Seal, Colorado."

Section 2. Fiscal Year. The fiscal year of the corporation
shall be as established by the board of directors.

Section 3. Amendments. The board of directors shall have
power, to the maximum extent permitted by the Colorado Business Corporation Act,
to make, amend and repeal the bylaws of the corporation at any regular or
special meeting of the board unless the shareholders, in making, amending or
repealing a particular bylaw, expressly provide that the directors may not amend
or repeal such bylaw. The shareholders also shall have the power to make, amend
or repeal the bylaws of the corporation at any annual meeting or at any special
meeting called for that purpose.

Section 4. Receipt of Notices by the Corporation. Notices,
shareholder writings consenting to action, and other documents or writings shall
be deemed to have been received by the corporation when they are actually
received: (1) at the registered office of the corporation in Colorado; (2) at
the principal office of the corporation (as that office is designated in the
most recent document filed by the corporation with the secretary of state for
Colorado designating a principal office) addressed to the attention of the
secretary of the corporation; (3) by the secretary of the corporation wherever
the secretary may be found; or (4) by any other person authorized from time to
time by the board of directors or the president to receive such writings,
wherever such person is found.

Section 5. Gender. The masculine gender is used in these bylaws
as a matter of convenience only and shall be interpreted to include the feminine
and neuter genders as the circumstances indicate.

Section 6. Conflicts. In the event of any irreconcilable conflict
between these bylaws and either the corporation's articles of incorporation or
applicable law, the latter shall control.

Section 7. Definitions. Except as otherwise specifically provided
in these bylaws, all terms used in these bylaws shall have the same definition
as in the Colorado Business Corporation Act.

EXHIBIT 4.1

SPECIMEN STOCK CERTIFICATE

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

NUMBER SHARES

FIVE NINES, LTD.
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO

PAR VALUE $0.00 CUSIP NO.338309 10 7
COMMON STOCK

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK
PAR VALUE OF $0.00 EACH OF

FIVE NINES, LTD.

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar. Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

DATED:

/s/____________
PRESIDENT Countersigned and Registered:

SIGNATURE STOCK TRANSFER, INC.
(Plano, Texas) Transfer Agent

/s/____________
SECRETARY

[ CORPORATE SEAL] Authorized Signature

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

EXHIBIT 5.1
OPINION OF THE LAW OFFICE OF REED & REED P.C.
The Law Office of Reed & Reed, P.C.
4450 Arapahoe Ave., Suite 100
Boulder, Colorado 80303

November 10, 2003

The Board of Directors
Five Nines Ltd.
106 - 1641 Lonsdale Ave.
North Vancouver, BC
Canada V7M 2J5

Re: Registration Statement on Form SB-2 as filed on November 10, 2003
-----------------------------------------------------------------

Gentlemen:

We have acted as your counsel in connection with the registration under
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the "Securities Act"), and the sale by Five Nines Ltd.,
a Colorado corporation (the "Company"), of an aggregate of 1,000,000 shares of
the Company's common stock (the "Common Stock").

This opinion is delivered in accordance with the requirements of Items
601 (b)(5) and (23) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement on Form SB-2, relating to the Shares, filed with
the Securities and Exchange Commission) the "Commission") under the Securities
Act on November 10, 2003 (together with all exhibits thereto, the "Registration
Statement"), (ii) the Articles of Incorporation of the Company in effect as of
the date hereof, (iii) the Bylaws of the Company in effect as of the date
hereof, (iv) resolutions of the Board of Directors of the Company relating to
the issuance and sale of the Shares and the filing of the Registration
Statement, adopted as of October 29, 2003, and (v) a specimen of the
certificates representing the Shares. We have also examined such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinion set forth below.

In rendering this opinion, we have relied upon our review of
documentation representing the transactions involving the transfer of the shares
and certain other applicable documents pertaining to the status of the Company
and its common stock that were furnished to us by the Company. We have also
received oral representations made by certain officers and affiliates of the
Company.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently verify, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.

The member of our firm working with respect to the Company is admitted
to the practice of law in the Sate of Colorado and to the practice of federal
law of the United States of America, and we do not express any opinion as to the
laws of any other jurisdiction or any other applicable law or regulation.

Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued by the Company in the offering, described in the
Registration Statement, have been duly and validly authorized for issuance, and,
upon issuance and delivery of the Shares against payment therefor in accordance
with the terms described in the Registration Statement, the Shares will be
validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to form SB-2, and its incorporation by reference as an exhibit to
the Registration Statement.

This opinion letter is rendered as of the date first written above.
This law firm expressly disclaims any obligation to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify this opinion. This opinion is
expressly limited to the matters stated herein, and this law firm makes no
opinion, express or implied, as to any other matters relating to the Company or
the securities.

Very Truly Yours,

/s/ Law Office of Reed & Reed, P.C.
-----------------------------------
LAW OFFICE OF REED & REED, P.C.

EXHIBIT 10.1
DEBT SETTLEMENT AGREEMENT

THIS DEBT SETTLEMENT AGREEMENT is dated for reference as of the 1st of July 2003
----------------

BETWEEN:

Five Nines Ltd. a company duly incorporated pursuant to the laws of the State Of
Colorado and having its head office at 106-1641 Lonsdale Ave., North Vancouver,
B.C., V7M 2J5

(The "Company")

OF THE FIRST PART

AND: Carman Parente. A Director and Officer of Five Nines Ltd

(The "Creditor")

OF THE SECOND PART

AND: Douglas Louvier. A Director and Officer of Five Nines Ltd

(The "Creditor")

OF THE THIRD PART

AND: 567147 BC Ltd. A British Columbia holding Company controlled
By Carman Parente.

(The "Creditor")
OF THE FOURTH PART

WHEREAS:

A. The Company is indebted to the Creditor in the amount of $100,000.00
("Indebtedness") broken down as follows:

Carman Parente $ 25,000.00
Douglas Louvier $ 25,000.00
567147 BC Ltd. $ 50,000.00

B. The Company has no immediate source of funds to settle the Indebtedness
in cash;

C. The Company wishes to settle the Indebtedness by allotting and
issuing common shares in the capital stock of the Company to the Creditor and
the Creditor is prepared to accept such shares in full satisfaction of the
Indebtedness.

NOW THEREFORE THIS AGREEMENT witnesseth that in consideration of the premises
and of the covenants and agreements set out herein, the parties hereto covenant
and agree as follows:

ACKNOWLEDGMENT OF INDEBTEDNESS

1. The Company acknowledges and agrees that it is indebted to the Creditor
in the amount of the Indebtedness as broken down in "A" above.

ALLOTMENT AND ISSUANCE OF SHARES

2.1 The Company agrees to allot and issue to the Creditor 1,000,000 Class
`A" common shares in the capital of the Company at a deemed price of $0.10 per
share as full and final settlement of the Indebtedness and the Creditor agrees
to accept the shares as full and final payment of the Indebtedness.

2.2. The Creditor hereby agrees that upon delivery of the Shares by the Company
in accordance with the provisions of this Agreement the Indebtedness will be
fully satisfied and extinguished and the Creditor will remise, release and
forever discharge the Company and it directors, officers and employees from any
real and all obligations relating to the Indebtedness.

RESTRICTION ON DISPOSITION

The Creditor acknowledges that the Shares may be subject to certain restrictions
on disposition.

GENERAL PROVISIONS

4.1 Time shall be of the essence of this Agreement.

4.2 The parties will execute and deliver all such documents and
instruments and do all such further acts and things as may be required to carry
out the full intent and meaning of this Agreement and to effect the transactions
contemplated hereby.

The provisions herein contained constitute the entire agreements between the
parties and supersede all previous undertakings, communications, representations
and agreements whether written or verbal, between the parties with respect to
the subject matter of this Agreement.
This Agreement will be governed by and construed in accordance with the laws of
the Province of British Columbia and the State of Colorado.

4.5 In this Agreement, words importing the singular only shall include
the plural and vice versa, words importing the masculine gender shall include
the feminine and neutral genders and words importing persons shall include firms
and corporations and vice versa.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

Five Nines Ltd.
- -----------------------------------
Authorized Signatory

- -----------------------------------
Carman Parente (OF THE SECOND PART)

- -----------------------------------
Douglas Louvier (OF THE THIRD PART)

- -----------------------------------
567147 BC Ltd (OF THE FOURTH PART)

EXHIBIT 10.2

PURCHASE AGREEMENT FOR SHARES OF 627073 BC Ltd. DBA FIVE NINES CIC
This Agreement is made and entered into this 1st day of July 2003.

BY AND BETWEEN

Five Nines Ltd.
a Colorado Corporation
(hereinafter referred to as "Buyer")

AND

Carman Parente and
627073 BC Ltd. DBA Five Nines CIC
a British Columbia Corporation
(hereinafter referred to as "Seller")

RECITALS
Buyer is a privately controlled Colorado corporation;
Seller is a private British Columbia corporation
Buyer desires to acquire all issued and outstanding shares TEN (10) of the
common stock of Seller in exchange for two hundred thirty thousand (230,000)
shares of common stock of Buyer. The Acquisition will be treated as a stock for
stock transaction.

NOW THEREFORE, IN CONSIDERATION OF THEIR MUTAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:

Exchange: Buyer agrees to issue to Seller, two hundred thirty thousand (230,000)
shares of $0.10 par value common stock in exchange for TEN (10) shares of the
outstanding common stock of Seller. Exchange will be made contemporaneously with
receipt of the Seller's shares.

Business Purpose: After the purchase Buyer and Seller will have a vested
financial interest in each other's affairs as well as allowing for
diversification of eachs' operations.

Exempt Transaction: All parties acknowledge and agree that any transfer of
securities pursuant to this Agreement will constitute an exempt isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State securities law.

Transfer of Securities: The parties acknowledge that said Board of Directors of
Seller have approved the terms and conditions of this Purchase Agreement and the
exchange of Buyer stock.

Unregistered Securities: Seller is aware and acknowledges that the shares
of Buyer to be issued to Seller will be unregistered securities and may
not be freely transferred by Seller unless subsequently registered or an
exemption from registration is available. The certificate representing the
shares issued has not been registered and cannot be transferred unless
subsequently registered or an exemption from registration is available.

Default: In the event that any party defaults in performing any of its duties or
obligations under the Agreement, the party responsible for such default shall
pay all costs incurred by the other party in enforcing its rights under the
Agreement or in obtaining damages for such defaults, including cost of court and
reasonable attorney fees, whether incurred through legal action or otherwise and
whether incurred before or after judgment.

Notices: Any notices or correspondence required or permitted to be given under
this Agreement may be given personally to an individual party or to an officer
of registered agent of a corporate party or may be given by depositing such
notice or correspondence in the U.S. mail, postage prepaid, certified or
registered, return receipt requested, addressed to the party at the following
address:

Five Nines Ltd.
106- 1641 Lonsdale Ave
North Vancouver, B.C.
V7M 2J5

627073 BC Ltd. DBA Five Nines CIC
106-1641 Lonsdale Avenue
North Vancouver, British Columbia
V7M 2J5
Any notice by mail shall be deemed to be delivered on the date such notice is
deposited in the U.S. mail. Any party may change its address for purposes of the
Agreement by giving written notice to the other party as provided above.

Binding: This Agreement shall be binding upon the parties hereto and upon their
respective representatives, successors and assigns.

Governing Law: This Agreement shall be governed by and construed under the laws
of the State of Colorado and the Province of British Columbia.

Authority: The officers executing this Agreement in behalf of corporate parties
represent that they have been authorized to execute this Agreement pursuant to
resolutions of the Board of Directors of their respective corporations.
This Agreement may be signed in counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.

627073 BC Ltd DBA FIVE NINES CIC FIVE NINES LTD.(Colorado)

Per: ________________________ Per: _________________________
President President

EXHIBIT 10.3

PURCHASE AGREEMENT for SHARES of CASH NOW INTERNATIONAL Inc
This Agreement is made and entered into this 1st day of July 2003.

BY AND BETWEEN

Five Nines Ltd.
a Colorado Corporation
(hereinafter referred to as "Buyer")

AND

Carman Parente
a British Columbia individual
(hereinafter referred to as "Seller")

RECITALS
Buyer is a privately controlled Colorado corporation; Seller is a private
British Columbia individual.
Buyer desires to acquire two hundred and fifty thousand (250,000) shares of
common stock of Cash Now International Inc from Seller in exchange for four
hundred eighty thousand (480,000) shares of common stock of Buyer.

The Acquisition will be treated as a stock for stock transaction.

NOW THEREFORE, IN CONSIDERATION OF THEIR MUTAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:

Exchange: Buyer agrees to issue to Seller, four hundred eighty thousand
(480,000) shares of $0.10 par value common stock in exchange for two hundred
fifty thousand (250,000) shares of the outstanding common stock of Cash Now
International Inc owned by Seller. Exchange will be made contemporaneously with
receipt of the Seller's shares.

Business Purpose: After the purchase Buyer and Seller will have a vested
financial interest in each other's affairs as well as allowing for
diversification of eachs' operations.

Transfer of Securities: The parties acknowledge that said Board of Directors of
Seller have approved the terms and conditions of this Purchase Agreement and the
exchange of Buyer stock.

Unregistered Securities: Seller is aware and acknowledges that the shares of
Buyer to be issued to Seller will be unregistered securities and may not
be freely transferred by Seller unless subsequently registered or an
exemption from registration is available. The certificate representing the
shares issued has not been registered and cannot be transferred unless
subsequently registered or an exemption from registration is available.

Five Nines Ltd.
106- 1641 Lonsdale Ave
North Vancouver, B.C.
V7M 2J5

Carman Parente
106-1641 Lonsdale Avenue
North Vancouver, British Columbia
V7M 2J5

Any notice by mail shall be deemed to be delivered on the date such notice is
deposited in the U.S. mail. Any party may change its address for purposes of the
Agreement by giving written notice to the other party as provided above.

Binding: This Agreement shall be binding upon the parties hereto and upon their
respective representatives, successors and assigns.

Governing Law: This Agreement shall be governed by and construed under the laws
of the State of Colorado and the Province of British Columbia.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.

FIVE NINES Ltd. Carman Parente

Per: ________________________ Per: _________________________
President President

EXHIBIT 10.4

CONSENT RESOLUTIONS OF DIRECTORS OF FIVE NINES LTD.

CONSENT

DIRECTORS

FIVE NINES LTD.

Pursuant to the Colorado Business Corporation Act, the undersigned, being all
directors of Five Nines Ltd., a Colorado Corporation (the "Corporation"), hereby
consent to, vote in favor of, and adopt the following resolutions:

I
RESOLVED, that the Corporation accept the return and cancellation of stock
certificate #001 from Carman Parente for three million shares (3,000,000).

II
FURTHER RESOLVED, that the officers of the Corporation execute and deliver to
the persons indicated in Exhibit A attached hereto, stock certificates
evidencing the ownership of the shares set forth in attached Exhibit A and for
the Company to accept the issuance of said stock certificates as per each
specified date.

III
RESOLVED, that the president of the corporation is authorized to establish such
depository accounts for the corporation as he may deem necessary, acting on
behalf of the corporation.

IV
FURTHER RESOLVED, that the Company Articles of Incorporation be amended to
reflect that NO PAR VALUE be indicated to it's authorized and issued Common
Stock This Consent of Directors may he executed in counterparts, all of which
taken together shall constitute a single instrument. This Consent of Directors
is executed on the date set forth below, to be effective as of
------------------

Director____________________ Date:______________________
Director____________________ Date:______________________

Exhibit "A"
To Be Attached To Corporate Resolutions

The undersigned, being all directors of Five Nines Ltd., hereby consent to the
following transactions to have taken place as specified: Five Nines Ltd acquires
all issued Shares of 627073 BC Ltd DBA Five Nines CIC including bank account and
associated funds of $30,000.00 CAD which converts to approximately ($1 USD =
$1.30 CDN ) $23,000 USD converting to 230,000 common shares of Five Nines Ltd
converted at $0.10/sh USD. (See attached Purchase Agreement)(New Cert to be
registered to Carman Parente.)

Five Nines Ltd acquires 250,000 shares of Cash Now International Inc. DBA
Finance One from C. Parente (Director/Officer of Five Nines) (potential future
business interest) for share consideration of $0.25/Sh = $62,500.00 CDN
converted to USD at 1.30 exchange rate therefore $62,500 CDN = $48,000 USD
converted to Five Nines Ltd share issuance at $0.10/sh USD = 480,000 common
shares

Five Nines Ltd issues 250,000 shares of its common stock to C. Parente in lieu
of Director's fees owed for the past two and a half years (converted @ $0.10/sh
USD)(100,000 Shares 12/31/01; 100,000 shares 12/31/02; 50,000 shares 6/30/03)

Five Nines Ltd issues 250,000 shares of its common stock to D. Louvier in lieu
of Director's fees owed for the past two and a half years (converted @ $0.10/sh
USD)(100,000 shares 12/31/01; 100,000 shares 12/31/02; 50,000 shares 6/30/03)

Five Nines Ltd issues 500,000 shares of common stock to 567147 BC Ltd (company
controlled 100% by C. Parente) for funding legal and filing fees as well as
maintaining company books and records from March 2001 to June 30, 2003 as well
as the preparation and filing of the company's SB-2 registration documents
(converted @ $0.10/sh USD.(200,000 Sh 12/31/01; 200,000 Sh 12/31/02;100,000
shares 6/30/03)

Five Nines Ltd has been authorized to CANCEL the 3,000,000 founder's shares
issued to C. Parente at $0.001/sh to account for the above transactions ALL at
$0.10/sh USD and also for the proposed direct public offering to be done at
$0.10/sh USD.

In lieu of any further documentation this document Exhibit "A" executed in
counterparts all of which taken together shall constitute a single instrument.
This document is executed on the dates set forth below, to be effective as of
July 1,2003.

Date:______________ ______________________

Date:______________ _______________________

EXHIBIT 23.1

TERRY AMISANO LTD. AMISANO HANSON
KEVIN HANSON, CA CHARTERED ACCOUNTANTS

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We hereby consent to the use, in the Form SB-2, which includes an offering for
the issue of up to 1,000,000 Common shares at $0.10 per share, for Five Nines
Ltd., of our report dated July 29, 2003 relating to the June 30, 2003
(Unaudited), December 31, 2002 and 2001 financial statements of Five Nines Ltd.

/S/ "Amisano Hanson"
- -------------------------------------
Amisano Hanson, Chartered Accountants

Vancouver, BC, Canada
October 10, 2003

750 West Pender Street, Suite 604 Telephone: 604-689-0188
Vancouver Canada Facsimile: 604-689-9773
V6C 2T7 E-MAIL:amishan@telus.net

EXHIBIT 99.1

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT
FOR SHARES OF
FIVE NINES LTD.

Five Nines Ltd.
Suite 106-1641 Lonsdale Ave
North Vancouver, B.C. V7M 2J5

Dir Sirs:

Concurrent with execution of this Subscription Agreement, the undersigned (the
"Purchaser") is purchasing ______________shares of Common Stock of Five Nines
Ltd. (the "Company") at a price of $0.10 per share (the "Subscription Price").

Purchaser hereby confirms the subscription for and purchase of said number of
shares and hereby agrees to pay herewith the Subscription Price for such shares.

Number of Shares Purchased Total Subscription Price
- -------------------------- ------------------------

MAKE CHEQUE PAYABLE TO : Five Nines Ltd.

Executed this ________day of _______________,_________, at _______________City.

- ------------------------- -------------------------
Signature of Purchaser Printed Name of Purchaser

- -------------------------
Address
------------------------------------------------

ACCEPTED THIS ___________DAY OF ________________, ___________.

FIVE NINES LTD.

BY: __________________________
TITLE: __________________________