eaglebendsb2_12182007.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MmWsWdrwxBACGt88ywlamfLFwTPXxQujSLtWnrWc2QZV8gZBjlcT2SsnjMAl7jTs YWLDAtP7kFz4iO3z+gZasQ== 0001079974-07-000684.txt : 20071219 0001079974-07-000684.hdr.sgml : 20071219 20071219170621 ACCESSION NUMBER: 0001079974-07-000684 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20071219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Bend Holding CO CENTRAL INDEX KEY: 0001419143 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-148180 FILM NUMBER: 071316935 BUSINESS ADDRESS: STREET 1: 5445 DTC Parkway STREET 2: Suite 490 CITY: Greenwood Village STATE: CO ZIP: 80111 MAIL ADDRESS: STREET 1: 5445 DTC Parkway STREET 2: Suite 490 CITY: Greenwood Village STATE: CO ZIP: 80111 SB-2 1 eaglebendsb2_12182007.htm SB-2 eaglebendsb2_12182007.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

__________________

EAGLE BEND HOLDING COMPANY

(Name of small business issuer in its charter)

__________________

Nevada	7380	13-4294618
(State or Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

5445 DTC Parkway, Suite 940

Greenwood Village, Colorado 80111

(720) 488-5409

(Address and telephone number of principal executive offices and principal place of business)

Keith Koch

5445 DTC Parkway, Suite 940

Greenwood Village, Colorado 80111

(720) 488-5409

(Name, address and telephone number of agent for service)

Copies to:

With a Copy to:

David J. Wagner, Esq.

David Wagner & Associates, P.C.

Penthouse Suite

8400 East Prentice Avenue

Greenwood Village, Colorado 80111

Office(303) 793-0304

Fax (303) 409-7650

Approximate date of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

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

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share⁽¹⁾	Proposed maximum aggregate offering price	Amount of registration fee

Common Stock, $0.001 par value	100,000	$1.00	$100,000	$20.00

Total	100,000	$1.00	$100,000	$20.00

^{_______________}

⁽¹⁾ Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(e) under the Securities Act of 1933.

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

- 2 -

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

Subject to Completion, dated December ____, 2007

EAGLE BEND HOLDING COMPANY

100,000 Shares of Common Stock

Par Value $0.001 Per Share

This prospectus relates to the offering by the selling stockholders of Eagle Bend Holding Company of up to 100,000 shares of our common stock, par value $0.001 per share. We will not receive any proceeds from the sale of common stock.

The selling stockholders have advised us that they will sell the shares of common stock from time to time in the open market, at the initial offering price of $1.00 per share, which was the price they paid for their shares, until the shares are quoted on the OTC Bulletin Board or national securities exchange, at which point the selling securities holders may sell the registered shares at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or otherwise as described under the section of this prospectus titled “Plan of Distribution.”

Our common stock is not quoted on the Pink Sheets and we do not trade.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized anyone to provide you with different information.

Investing in these securities involves significant risks. See “Risk Factors” beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is December ____, 2007.

The information contained in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by Eagle Bend Holding Company with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

- 3 -

TABLE OF CONTENTS

	PAGE
SUMMARY	5
THE OFFERING	6
RISK FACTORS	6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	9
DETERMINATION OF OFFERING PRICE	10
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	10
MANAGEMENT'S DISCUSSION AND ANALYSIS	11
DESCRIPTION OF BUSINESS	16
DESCRIPTION OF PROPERTY	18
DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	20
DESCRIPTION OF SECURITIES	20
SELLING SECURITY HOLDERS	21
PLAN OF DISTRIBUTION	22
LEGAL PROCEEDINGS	25
LEGAL MATTERS	25
EXPERTS	26
WHERE YOU CAN FIND MORE INFORMATION	26
FINANCIAL STATEMENTS	26

- 4 -

SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.

For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to “Eagle Bend,” “we,” “us,” and “our,” refer to Eagle Bend Holding Company, a Colorado corporation and our wholly-owned subsidiary, Preserve Communications Services, Inc.

Our Company

We were incorporated in March, 2005 to acquire Preserve Communications Services, Inc., a Colorado corporation. We conduct all operational activities through Preserve Communications Services, Inc.

In March, 2005, we issued 10,110,000 restricted common shares to various individuals for cash, past services, and for property, including the transfer of 100% of the capital stock of Preserve Communications Services, Inc. As a result, Preserve Communications Services, Inc. became our wholly-owned subsidiary.

On April 15, 2005, we filed with the Colorado Division of Securities (the "Division"), Denver, Colorado, a Limited Registration Offering Statement under cover of Form RL pursuant to the Colorado Securities Code, relating to a proposed offering of 100,000 Common Shares of ours. The Registration was declared effective by the Division on May 26, 2005. The offering was closed on November 23, 2005. We raised $100,000 and sold a total of 100,000 shares in the Offering.

Preserve Communications Services, Inc. was incorporated in May, 2003 for the purposes of acting as an investor relations company, which provides its clients with professional communication services within the investment banking, brokerage, and investor community. Preserve Communications Services, Inc. has historically focused its marking efforts on micro-cap companies, designing communication strategies and databases for these clients. We work with our customers on a fee basis.

We have not been subject to any bankruptcy, receivership or similar proceeding.

Our address is 5445 DTC Parkway, Suite 940, Greenwood Village, Colorado 80111. Our telephone number is (720) 488-5409.

This Prospectus

We have undertaken several transactions the result of which has been the issuance of shares that have restrictions on their transferability. In order to provide those investors with liquidity for their shares, we are filing with the SEC this prospectus as part of a registration statement to register those securities. We will not receive any proceeds from any sales of these shares.

- 5 -

THE OFFERING

Common stock currently outstanding	10,210,000 shares⁽¹⁾
Common stock offered by the selling stockholders	100,000 shares⁽²⁾
Use of proceeds	We will not receive any proceeds from the sale of common stock offered by this prospectus.

________________

⁽¹⁾Shares of common stock outstanding as of November 30, 2007.

RISK FACTORS

You should carefully consider the following risk factors, together with the information contained in this prospectus, any reports we file with the SEC and the documents referred to herein. You should also be aware that the risks described below may not be the only risks relevant to your determination. Instead, these are the risks that we believe most material to your decision.

We have never been profitable. We have a history of losses. We cannot guarantee that we will ever be profitable.

We were formed as a Nevada corporation in March, 2005. Our wholly-owned, subsidiary, Preserve Communications Services, Inc., a Colorado corporation, was formed in May, 2003. Neither we, nor our subsidiary, have ever been profitable. We have a history of losses. For the fiscal years ended December 31, 2005 and 2006, we had net losses of $72,823 and $1,517, respectively. For the fiscal quarter ended September 30, 2007, we had a net loss of $10,366.

Our operations are subject to our ability to successfully market our services. We have a history of losses and cannot say that we have the ability to successfully market our services. Investors could lose their entire investment in us.

Because we have had a history of losses, we cannot say that we have the ability to successfully develop and to market our database management products and services. Further, there is the possibility that our continued operations will not generate income sufficient to meet operating expenses or will generate income and capital appreciation, if any, at rates lower than those anticipated or necessary to sustain the investment. Therefore, investors should consider an investment in us to be an extremely risky venture, for which they could reasonably be expected to lose their entire investment.

There are factors beyond our control which may adversely affect us.

Our operations may also be affected by factors which are beyond our control, principally general market conditions and changing client preferences. Any of these problems, or a combination thereof, could have affect on our viability as an entity. We may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

Intense competition in our market could prevent us from developing revenue and prevent us from achieving annual profitability. In either situation, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

- 6 -

Our business is highly competitive. We compete with numerous established companies having substantially greater financial resources and experience than we have. There can be no guarantee that we will ever be able to compete successfully. Any competition may cause us to fail to gain or to lose clients, which could result in reduced or non-existent revenue. Competitive pressures may impact our revenues and our growth. As a result, our investors could lose their entire investment.

Our success will be dependent upon our management’s efforts. We cannot sustain profitability without the efforts of our management.

Our success will be dependent upon the decision making of our directors and executive officers. These individuals intend to commit as much time as necessary to our business, but this commitment is no assurance of success. The loss of any or all of these individuals, particularly Mr. Koch, our President, could have a material, adverse impact on our operations. We have no written employment agreements with any officers and directors, including Mr. Koch. We have not obtained key man life insurance on the lives of any of our officers or directors.

Our stock price may be volatile, and you may not be able to resell your shares at or above the public sale price.

There has been, and continues to be, a limited public market for our common stock. Our common stock is not quoted in the Pink Sheets. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

*	actual or anticipated fluctuations in our operating results;

*	changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

*	changes in market valuations of other consulting service oriented companies, particularly those that market services such as ours;

*	announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

*	introduction of product enhancements that reduce the need for our services;

*	the loss of one or more key clients; and

*	departures of key personnel.

We have no experience as a public company.

We have never operated as a public company. We have no experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

Our stock has no public trading market and there is no guarantee a trading market will ever develop for our securities.

There has been, and continues to be, no public market for our common stock. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

- 7 -

* actual or anticipated fluctuations in our operating results;

* changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

* changes in market valuations of other companies, particularly those that market services such as ours;

* announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

* introduction of product enhancements that reduce the need for our products;

* departures of key personnel.

Of our total outstanding shares as of November 30, 2007, a total of 20,780,000, or approximately 94.4%, will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock.

Our common stock is currently not quoted in any market. If our common stock becomes quoted, we anticipate that it will trade well below $5.00 per share. As a result, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase. These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock

The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations.

The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

Buying low-priced penny stocks is very risky and speculative.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended

- 8 -

by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

Resale Limitations imposed by most states will limit the ability of our shareholders to sell their securities unless they are Colorado residents.

The only state in which we plan to register this offering is Colorado. As a result, our selling shareholders may be limited in the sale of their Shares. The laws of most states require either an exemption from prospectus and registration requirements of the securities laws to sell their shares or registration for sale by this prospectus. These restrictions will limit the ability of non-residents of Colorado to sell the securities. Residents of other states must rely on available exemptions to sell their securities, such as Rule 144, and if no exemptions can be relied upon, then the selling shareholders may have to hold the securities for an indefinite period of time. Shareholders of states other than Colorado should consult independent legal counsel to determine the availability and use of exemptions to re-sell their securities.

We do not expect to pay dividends on common stock.

We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). This prospectus includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future tense or conditional constructions “may,” “could,” “should,” etc. Items contemplating or making assumptions about actual or potential future sales, market size, collaborations, and business opportunities also constitute such forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

USE OF PROCEEDS

This prospectus relates to the resale of our common stock that may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering.

- 9 -

DETERMINATION OF OFFERING PRICE

These shares of common stock may be sold by the selling stockholders from time to time in the over-the-counter market or on other national securities exchanges or automated interdealer quotation systems on which our common stock may be listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. The distribution of the shares by the selling stockholders is not subject to any underwriting agreement. The selling stockholders will sell their shares at the initial offering price of $1.00 per share until the shares are traded on the OTC Bulletin Board or a national securities exchange, at which point the selling shareholders may sell the registered shares at the prevailing market price for the shares at the time of sale. We will file a post-effective amendment to this registration statement to reflect a change to the market price when the shares begin trading on a market.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Holders

As of November 30, 2007, there were fifty record holders of our common stock and there were 10,210,000 shares of our common stock outstanding.

Market Information

No public market currently exists for shares of our common stock. We intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

Equity Compensation Plan Information

We have no outstanding stock options or other equity compensation plans.

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities Enforcement and Penny Stock Reform Act of 1990 require additional disclosure and documentation related to the market for penny stock and for trades in any stock defined as a penny stock. Unless we can acquire substantial assets and trade at over $5.00 per share on the bid, it is more likely than not that our securities, for some period of time, would be defined under that Act as a "penny stock." As a result, those who trade in our securities may be required to provide additional information related to their fitness to trade our shares. These requirements present a substantial burden on any person or brokerage firm who plans to trade our securities and would thereby make it unlikely that any liquid trading market would ever result in our securities while the provisions of this Act might be applicable to those securities.

Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

-	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

-	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;

-	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

-	contains a toll-free telephone number for inquiries on disciplinary actions;

-	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

-	contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

- 10 -

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

-	the bid and offer quotations for the penny stock;
-	the compensation of the broker-dealer and its salesperson in the transaction;

-	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
-	monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Reports

Once our registration statement under Form SB-2 has been declared effective, we will be subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

Stock Transfer Agent

The stock transfer agent for our securities is Corporate Stock Transfer of Denver, Colorado. Their address is 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. Their phone number is (303)282-4800.

Dividend Policy

We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as “may”, “will”, “should”, “anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”, “estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to, the matters discussed in this report under the caption “Risk Factors”. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

- 11 -

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

Balance Sheet Data: 12/31/05

Cash	$	68,582
Total assets	$	68,582
Total liabilities	$	1,403
Shareholders' equity	$	72,275


Balance Sheet Data: 12/31/06

Cash	$	52,723
Total assets	$	52,723
Total liabilities	$	71,308
Shareholders' equity	$	70,758


Balance Sheet Data: 9/30/07

Cash	$	48,625
Total assets	$	60,392
Total liabilities	$	-0-
Shareholders' equity	$	60,392
Operating Data: 12/31/05

Revenue	$	99,500

Operating Expenses	$	188,323
Net Loss	$	72,823

Operating Data: 12/31/06

Revenue	$	196,397

Operating Expenses	$	197,914
Net Loss	$	1,517

Operating Data: 9/30/07

Revenue	$	138,005

Operating Expenses	$	147,371
Net Loss	$	10,366

- 12 -

Results of Operations

We began to generate revenue in 2003 through our wholly owned subsidiary. However, we have a history of losses. Furthermore, our losses may continue into the future. We have never had a profitable fiscal year. For the fiscal year ended December 31, 2005, we had a net loss of $72,823. For the fiscal year ended December 31, 2006, we had a net loss of $1,517. For the nine months ended September 30, 2007, we had a net loss of $10,366.

The revenues for all of the relevant periods in this discussion came from sales of services in our subsidiary, Preserve Communications Services, Inc., a Colorado corporation. Our revenues are in line with the level of our revenues for the last fiscal year. At the current rate, we anticipate approximately the same level of loss as last year.

Operating expenses, which includes depreciation and general and administrative expenses for the fiscal year ended December 31, 2005 was $188,323. For the fiscal year ended December 31, 2006, we had operating expenses of $197,914. For the nine months ended September 30, 2007, we had operating expenses of $148,371.The major components of operating expenses include salaries, marketing costs, professional fees, which consist of legal and accounting costs, and telephone expenses.

Our revenues increased primarily as a result of developing additional clients for our services. We increased our marketing costs in 2006. In 2007, we scaled back on our marketing but continued to see the benefit of our prior efforts. Our ability to attract new clients is related to our marketing efforts, including the use of referrals.

Because our salaries are fixed and our major professional fees have been paid for the year, operating expenses are expected to remain fairly constant as sales improve except for costs associated with marketing. Hence each additional sale has minimal offsetting operating expense. Thus, additional sales should become a profit at a higher return on sales rates as a result of not needing to expand our operational expenses at the same pace. Our marketing costs have been approximately $ 10,000 per year, which was used primarily for attending conferences. We plan to continue to focus our marketing on the Denver Metropolitan area through referrals for the remainder of 2008, so we do not believe that our marketing costs will increase substantially through the end of 2008.

To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $200,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. In the event that we need additional capital, Mr. Koch and Mr. Hinkle have agreed to loan such funds as may be necessary through December 31, 2008 for working capital purposes.

On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $200,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

- 13 -

Liquidity and Capital Resources

As of December 31, 2005, we had cash or cash equivalents of $68,582. For the fiscal year ended December 31, 2006, we had cash or cash equivalents of $52,723. For the nine months ended September 30, 2007, we had cash or cash equivalents of $48,625.

Net cash used for operating activities for the fiscal year ended December 31, 2005 was $73,693. For the fiscal year ended December 31, 2006, net cash used for operating activities was $14,860. For the nine months ended September 30, 2007, net cash used for operating activities was $4,098.

Cash flows used for investing activities for all periods were zero expect for the fiscal year ended December 31, 2006, which was $999. This consisted of a purchase of equipment.

Cash flows provided by financing activities for all periods were zero expect for the fiscal year ended December 31, 2005, which was $137,500.These cash flows were all related to sales of stock and borrowings from related parties.

Over the next twelve months our capital costs will be approximately $10,000 to $12,000 primarily to develop operations. We plan to buy office equipment to be used in our operations.

We believe that we have sufficient capital in the short term for our current level of operations. This is because we believe that we can attract sufficient revenues within our present organizational structure and resources to become profitable in our operations. Additional resources would be needed to expand into additional locations, which we have no plans to do at this time. We do not anticipate needing to raise additional capital resources in the next twelve months. In the event that we need additional capital, Mr. Koch and Mr. Hinkle have agreed to loan such funds as may be necessary through December 31, 2008 for working capital purposes.

Our primary activity will be to seek to develop clients and, consequently, our revenues. If we succeed in expanding our client base and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.

Plan of Operation

Our plan for the next twelve months immediately is to operate at a profit or at break even. Our plan is to generate more revenue to become profitable in our operations. In addition, we plan to use our referral sources to develop business.

Currently, we are conducting business only through Preserve Communications Services, Inc.and in only one location in the Denver Metropolitan area. We have no plans to expand into other locations or areas. We believe that the timing of the completion of the milestones needed to become profitable can be achieved as we are presently organized with sufficient business.

Other than the shares offered by last offering no other source of capital has been identified or sought.

If we are not successful in our operations we will be faced with several options:

1.	Cease operations and go out of business;

2.	Continue to seek alternative and acceptable sources of capital;

3.	Bring in additional capital that may result in a change of control; or

4.	Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources.

- 14 -

Currently, we believe that we have sufficient capital or access to capital to implement our proposed business operations or to sustain them for the next twelve months. In the event that we need additional capital, Mr. Koch and Mr. Hinkle have agreed to loan such funds as may be necessary through December 31, 2008 for working capital purposes.

If we can sustain profitability, we could operate at our present level indefinitely.

To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

Proposed Milestones to Implement Business Operations

At the present time, we are operating from one location in the Denver Metropolitan area. Our plan is to make our operation profitable by the end of our fiscal year 2007. We estimate that we must generate approximately $200,000 in sales per year to be profitable.

We have never been profitable. However, we believe that we can be profitable or at break even at the end of the current fiscal year, assuming sufficient sales. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $200,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. In the event that we need additional capital, Mr. Koch and Mr. Hinkle have agreed to loan such funds as may be necessary through December 31, 2008 for working capital purposes.

On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations . In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

We might incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $200,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business

We also are planning to rely on the possibility of referrals from clients and will strive to satisfy our clients. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to clients. We believe that satisfied clients will bring more and repeat clients.

In the next 12 months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality

We do not expect our sales to be impacted by seasonal demands for our products and services.

- 15 -

DESCRIPTION OF BUSINESS

General

We were incorporated in March, 2005 to acquire Preserve Communications Services, Inc., a Colorado corporation. We conduct all operational activities through Preserve Communications Services, Inc.

We have not been subject to any bankruptcy, receivership or similar proceeding.

Our address is 5445 DTC Parkway, Suite 940, Greenwood Village, Colorado 80111. Our telephone number is (720) 488-5409.

Organization

We are comprised of one corporation with one wholly-owned subsidiary, Preserve Communications Services, Inc. All of our operations are conducted through this subsidiary.

Operations

Our principal activities center around our work with our customers’ databases to deliver professional communication services within the investment banking, brokerage, and investor community. We believe that professional communication services require an organized and accessible database that has the capability to target based on a client's needs.

Our database has access to more than 35,000 contacts in the United States. We have the capability to target contacts by region, industry, investment style and market cap emphasis, which provides the resources to build a personalized database for each client, which is can be updated and managed efficiently and consistently. We have an array of services which it provides to clients.

Institutional Relations: We believe that generating interest can contribute significantly to the success of a security. We have access to data on approximately 22,000 investor institutions, of which over 10,000 institutions specifically cover micro-cap and small-cap companies. We create a customized institutional, database targeting fund managers that have interest in a particular industry or in the stock of a specific client’s peers. We work to generate awareness of its client’s company to fund managers.

Analyst Relations: We believe that an analyst’s report on a client can have a. profound effect on the value of its securities. We have the capability to contact over 7,000 analysts, of which approximately 3,600 specifically cover micro-cap and small-cap companies. We have the ability to develop a personalized database for each client which targets analysts covering the client’s industry.

- 16 -

Financial Press Relations: Our financial press database contains over 6,000 entries for business publications who can be contacted on behalf of clients. This database can be expanded to fit a client’s needs by adding press covers news in a designated industry or in a specified location. In addition, we have the ability to track the press which may be reading client email releases.

Broker Relations: We have access to a database of approximately 300 retail securities brokers from various other brokerage firms, which can be utilized for client communications. Informational mailings to these brokers is a free service we offer to our clients.

Shareholder Development: We specifically focuses on retail brokers who could potentially buy a position in a client’s stock. Another aspect of this database is our use to identify potential investors.

Peer Group Analysis: We also research and evaluate the client’s peers to develop information on the financial ownership of client peers and uses this information to refine communication about the client to the public.

We always seek to expand our present base of customers with whom we will work on a fee basis. We utilize the expertise and existing business relationships of our principal officers to develop these opportunities. Each individual utilizes his previous contacts in business to develop potential opportunities. All operational decisions will be made solely by our management. Our management has had extensive experience in this business.

To the extent that management is unsuccessful in keeping expenses in line with income, failure to affect the events and goals listed herein would result in a general failure of the business. This would cause management to consider liquidation or merger.

Markets

Our marketing plan is focused completely on expanding our customer base and individual projects. As of the date hereof, we have a base of numerous clients, none of which predominate. We utilize the expertise of our principal officers to develop our business. Each individual will utilize previous contacts in business to develop potential opportunities.

We believe that the primary reason that clients would buy from us rather than competitors would be the existing relationships that exist. We believe that client loyalty and satisfaction can be the basis for success in this business. Therefore, we always seek to develop and expand on already existing relationships to develop a competitive edge.

Clients and Competition

The development and marketing of database management products and services is very dynamic and subject to sudden change. Almost all of the companies in this industry have greater resources and expertise than the Company. We view our principal competitors as being Elite Financial Communications Group, Aurelius Consulting Group, and Pfeiffer High Investor Relations. Each of these companies represents the same type of customer base as we do. All of these companies have greater resources and operating histories than we do. Our principal effort at this point will be to develop a base of customers and projects. No single company currently dominates any portion of the market.

Competition with these companies could make it difficult, if not impossible for us to compete, which could adversely affect our results of operations. Competition from larger and more established companies is a significant threat and is expected to remain so for us. Any competition may cause us to fail to gain or to lose clients, which could result in reduced or non-existent revenue. Competitive pressures may impact our revenues and our growth.

Backlog

At September 30, 2007, we had no backlogs.

- 17 -

Employees

We have two employees: Mr. Keith Koch, our President and Mr. Steven R. Hinkle, our Secretary. Both Mr. Koch. and Mr. Hinkle each receive $600 per month in salary. Otherwise we do not pay any compensation directly to our officers or directors or plan to do so in the future. However, we reimburse our employee for all necessary and customary business related expenses. We have no plans or agreements which provide health care, insurance or compensation on the event of termination of employment or change in our control. We do not pay our Directors separately for any Board meeting they attend.

Proprietary Information

We own no proprietary information.

Government Regulation

We do not expect to be subject to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory authorities.

Research and Development

We have never spent any amount in research and development activities.

Environmental Compliance

We believe that we are not subject to any material costs for compliance with any environmental laws.

DESCRIPTION OF PROPERTY

We lease our office space from S.R. Hinkle, Inc., a company which is an affiliated with Messrs. Hinkle and Koch, our major shareholders. We currently pay no rent for this space, which is leased on a month-to-month basis. Previously, Preserve Communications Services had a written agreement, which is no longer in effect, with S.R. Hinkle, Inc. to provide for reimbursement of S.R. Hinkle, Inc. for use of its office facilities and for management fees to be paid to Mr. Hinkle and Mr. Koch. We also utilize the office furniture and equipment of S.R. Hinkle, Inc., which we use in our operations. Otherwise, we have no properties.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which he or she has served as such, and the business experience during at least the last five years:

Name	Age	Positions and Offices Held

Keith Koch	54	President, Treasurer, Director
Steven R. Hinkle	55	Secretary and Director

Mr. Koch has been the Company’s President, Treasurer and a Director since its inception. FromMay 2003 to the present, he has been President of Preserve Communications Services, Inc., company which he founded. His responsibilities include marketing to and servicing customers with communication needs that can be serviced through databases via email. Mr. Koch devotes approximately forty hours per month to our company.

From October 2002 to 2005, he was Director of Investment Banking/Denver for JP Turner & Co. L.L.C., a stock brokerage firm. His primary responsibility includes identifying companies desiring funding, primarily through initial public offerings and includes ensuring all regulatory requirements are adhered to, followed by preparing the company for marketing the offering to the JP Turner & Co. L.L.C. brokerage system and other interested broker dealers.

- 18 -

From 1998 to 2002, he was Director of Corporate Finance for Schneider Securities Inc. in Denver, Colorado. He was responsible for overseeing all aspects involving financings of private companies through initial public offerings managed by Schneider Securities.

From 1992 to 1998 Mr. Koch supervised an office of Schneider Securities, Inc. in which he was responsible for the registered representatives in that office. Mr. Koch held the required series 24 license for that position. Upon joining Schneider Securities, Inc. in 1990, he became a Registered Representative. He was licensed to sell securities to individuals he served. In his capacity Mr. Koch holds all necessary licenses to conduct his business, which included a series 7 and series 63. He has a high school diploma.

Mr. Hinkle has been the Company’s Vice President, Secretary and a Director since its inception. In May, 2003, he was the co-founder of Preserve Communications Services, Inc., with the titles of Vice President and Secretary. His responsibilities include marketing the company’s services to potential customers, as well as developing strategies for expanding the company’s databases.

Mr. Hinkle entered the securities business in 1977, as a register representative with Bosworth, Sullivan, & Company. From 1986 to 2001, he worked at Cohig & Associates in various capacities including Chief Operating Officer, President, Chief Executive Officer, and Chairman of the Board. In August, 2001, he joined Schneider Securities as a Vice President. In January, 2002, he participated in a group that bought controlling interest of Schneider Securities, Inc., and became Chairman of the Board. In September, 2002, his group sold Schneider Securities, Inc. to J.P. Turner & Company, LLC. He is currently a registered representative with J.P. Turner and Dynasty Capital Partners, Inc.. Mr. Hinkle has a B.A. in Political Science from the University of Colorado and a M.S.J.A. from the University of Denver. He devotes approximately forty hours per month to our company.

Neither of our directors can be considered to be independent.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following sets forth the number of shares of our $.0.001 par value common stock beneficially owned by (i) each person who, as of November 30, 2007, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 10,210,000 common shares were issued and outstanding as of November 30, 2007.

Name and Address	Amount and Nature of	Percent of
of Beneficial Owner	Beneficial Ownership⁽¹⁾⁽²⁾	Class

Keith Koch	4,455,000	43.6%
5445 DTC Parkway, Suite 940
Greenwood Village, Colorado 80111

Steven R. Hinkle	4,455,000	43.6 %
5445 DTC Parkway, Suite 940
Greenwood Village, Colorado 80111

All Officers and Directors as a Group	8,890,000	87.2%
(two persons)

_______________

⁽¹⁾ All ownership is beneficial and of record, unless indicated otherwise.

⁽²⁾ The Beneficial owner has sole voting and investment power with respect to the shares shown.

- 19 -

Executive Compensation

None of our officers or directors received or was entitled to receive remuneration in excess of $100,000 for the fiscal years ended December 31, 2005 and 2006, or for the nine months ended September 30, 2007.

SUMMARY COMPENSATION TABLE

Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Keith Koch	2007⁽¹⁾	$5,400	-0-	-0-	-0-	-0-	-0-	-0-	$5,400
Chief Executive	2006	$7,200	-0-	-0-	-0-	-0-	-0-	-0-	7,200
Officer	2005	$7,200	-0-	-0-	-0-	-0-	-0-	-0-	7,200

._____________

⁽¹⁾	For the nine months ended September 30, 2007. This represents salary paid to Mr. Koch. Mr. Koch and Mr. Hinkle each review $600 per month in salary. Otherwise we do not pay any compensation directly to our officers or directors or plan to do so in the future.

We have oral agreements in place with two corporations affiliated with Messrs. Hinkle and Koch whereby we pay the corporations a 16.67% referral fee on revenues earned from referrals by them to us. In 2005, 2006 and for the nine months ended September 30, 2007 the related party corporations were paid $17,050, $35,727 and $32,795 in referral fees. We also paid the corporations $64,000, $45,000 and $38,338 in consulting fees in 2005, 2006 and for the nine months ended September 30, 2007.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of its employees.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2005 we received a $16,000 rebate for expenses paid in prior years to a corporation affiliated with Messrs. Hinkle and Koch, our major shareholders for the use of office space and for management fees. We paid $3,250 in 2005 to the same corporation for office facilities. We have oral agreements in place with two corporations affiliated with Messrs. Hinkle and Koch whereby we pay the corporations a 16.67% referral fee on revenues earned from referrals by them to us. In 2005, 2006 and for the nine months ended September 30, 2007 the related party corporations were paid $17,050, $35,727 and $32,795 in referral fees. We also paid the corporations $64,000, $45,000 and $38,338 in consulting fees in 2005, 2006 and for the nine months ended September 30, 2007.

DESCRIPTION OF SECURITIES

We are authorized to issue Fifty Million (50,000,000) shares of one class of common stock of the par value of One Mill ($.001) each; and One Million (1,000,000) shares of preferred stock of the par value of One Cent ($.01) each, to have such classes, series and preferences as the Board of Directors may determine from time to time. As of November 30, 2007, we had 10,210,000 shares of Common Stock issued and outstanding. No Preferred Stock has been issued or is outstanding as of the date hereof.

Common Stock

The holders of Common Stock have one vote per share on all matters (including election of Directors) without provision for cumulative voting. Thus, holders of more than 50% of the shares voting for the election of directors can elect all of the directors, if they choose to do so. The Common Stock is not redeemable and has no conversion or preemptive rights.

The Common Stock currently outstanding is validly issued, fully paid and non-assessable. In the event of our liquidation, the holders of Common Stock will share equally in any balance of our assets available for distribution to them after satisfaction of creditors and the holders of our senior securities, whatever they may be. We may pay dividends, in cash or in

securities or other property when and as declared by the Board of Directors from funds legally available therefore, but we have paid no cash dividends on our Common Stock.

- 20 -

Preferred Stock

Under the Articles of Incorporation, the Board of Directors has the authority to issue non-voting Preferred Stock and to fix and determine its series, relative rights and preferences to the fullest extent permitted by the laws of the State of Colorado and such Articles of Incorporation. As of the date of this Registration Statement, no shares of Preferred Stock are issued or outstanding. The Board of Directors has no plan to issue any Preferred Stock in the foreseeable future.

Dividends

We do not expect to pay dividends. Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, for use in its business operations and accordingly, the Board of Directors does not anticipate declaring any dividends in the foreseeable future.

SELLING SECURITY HOLDERS

The following table sets forth the shares beneficially owned, as of the date of this prospectus, by the selling stockholders prior to the offering contemplated by this prospectus, the number of shares each selling stockholder is offering by this prospectus and the number of shares which each selling stockholder would own beneficially if all such offered shares are sold. None of the selling stockholders is known to us to be a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling stockholders has acquired his, her or its shares solely for investment and not with a view to or for resale or distribution of such securities. Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities.

Name⁽¹⁾	Shares of common stock owned prior to the offering	Shares of common stock to be sold⁽²⁾	Shares of common stock owned after the offering	Percentage of common stock owned after this offering

Terry Adams	1,000	1,000	-0-	0%
Alfred O Brehmer Trust for Linda Kaufman	500	500	-0-	0%
Sherry L Andersen	200	200	-0-	0%
Sherry L Andersen custodian for Charlotte Andersen	150	150	-0-	0%
Sherry L Andersen custodian for Samantha Andersen	150	150	-0-	0%
Amy Atkinson	1,000	1,000	-0-	0%
Clarence Bixler IRA	1,000	1,000	-0-	0%
Clarence Bixler and Beth Bixler	2,000	2,000	-0-	0%
Mark A Bogani	2,000	2,000	-0-	0%
Patricia A Bowman	250	250	-0-	0%
Clarence L Bixler Trust Clarence Bixler and Mary Beth Bixler ITEC	1,000	1,000	-0-	0%
Wayne Cook	5,000	5,000	-0-	0%
Douglas A Garland	250	250	-0-	0%
Joan A Garland	250	250	-0-	0%
Stephen D Garland	1,000	1,000	-0-	0%
Inspiration Through Action, Inc.(3)	5,000	5,000	-0-	0%
Linda D Kaufmann	1,000	1,000	-0-	0%
Kirby Enterprise Fund LLC(4)	26,000	26,000	-0-	0%
Thomas P Klein	1,000	1,000	-0-	0%

- 21 -

Cheryl Koch Custodian for Michael Koch	1,000	1,000	-0-	0%
Cheryl Koch Custodian for Stephen Koch	1,000	1,000	-0-	0%
Jason Koch	1,000	1,000	-0-	0%
Cheryl Koch	2,000	2,000	-0-	0%
James Lewis	1,000	1,000	-0-	0%
Janis M Lewis	1,000	1,000	-0-	0%
Terri Lowe	1,000	1,000	-0-	0%
Mary Beth Bixler Trust(5)	1,000	1,000	-0-	0%
Angel Osborn	1,000	1,000	-0-	0%
Clarence Osborn	500	500	-0-	0%
Eric Osborn	1,500	1,500	-0-	0%
Barbara Popick	100	100	-0-	0%
Mike Popick	100	100	-0-	0%
Mike Popick custodian for Jeffrey Popick	100	100	-0-	0%
Jean Stalano	1,000	1,000	-0-	0%
John Stalano	1,000	1,000	-0-	0%
Anthony Szeluga	5,000	5,000	-0-	0%
Pat A Szeluga	5,000	5,000	-0-	0%
Gary Tice	1,450	1,450	-0-	0%
Susan H Tome	500	500	-0-	0%
West Hampton Special Situation(6)	24,000	24,000	-0-	0%
Francine C Yeddis	1,000	1,000	-0-	0%
Phillip A Yeddis	1,000	1,000	-0-	0%
Total	100,000	100,000

______________________

⁽¹⁾

All shares are owned of record and beneficially unless otherwise indicated. Beneficial ownership information for the selling stockholders is provided as of November 30, 2007, based upon information provided by the selling stockholders or otherwise known to us.

⁽²⁾

Assumes the sale of all shares of common stock registered pursuant to this prospectus. The selling stockholders are under no obligation known to us to sell any shares of common stock at this time.

⁽³⁾

Wayne Cook owns Inspiration Through Action, Inc.

⁽⁴⁾

This company is controlled by Charles Kirby.

⁽⁵⁾

Mary Beth Bixler owns her trust.

⁽⁶⁾

Stephen Garland owns West Hampton Special Situations Fund.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commission or agent’s commissions. The selling stockholders have advised us that they will sell the shares of common stock from time to time in the open market, at the initial offering price of $1.00 per share, which was the price they paid for their shares, until the shares are quoted on the OTC Bulletin Board or national securities exchange, at which point the selling securities holders may sell the registered shares at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

•	any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

- 22 -

•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•	transactions otherwise than on these exchanges or systems or in the over-the-counter market;

•	through the writing of options, whether such options are listed on an options exchange or otherwise;

•	an exchange distribution in accordance with the rules of the applicable exchange;

•	privately negotiated transactions;

•	short sales;

•	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

•	a combination of any such methods of sale; and

•	any other method permitted pursuant to applicable law.

- 23 -

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

The selling stockholders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

In connection with the sale of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume.

The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, such broker-dealers or agents and any profit realized on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.

- 24 -

In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

Each selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. None of the selling stockholders who are affiliates of broker-dealers, other than the initial purchasers in private transactions, purchased the shares of common stock outside of the ordinary course of business or, at the time of the purchase of the common stock, had any agreements, plans or understandings, directly or indirectly, with any person to distribute the securities.

We are paying all fees and expenses incident to the registration of the shares of common stock. Except as provided for indemnification of the selling stockholders, we are not obligated to pay any of the expenses of any attorney or other advisor engaged by a selling stockholder. We have not agreed to indemnify any selling stockholders against losses, claims, damages and liabilities, including liabilities under the Securities Act.

If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling stockholders, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in passive market-making activities with respect to the shares of common stock. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of our common stock in the secondary market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the Company.

LEGAL MATTERS

The validity of the shares of common stock to be sold in the offering will be passed upon for us by the law firm of David Wagner & Associates, P.C. This firm owns 200,000 shares of our common stock.

EXPERTS

Our financial statements for the years ended December 31, 2005 and 2006 and the related consolidated statements of operations, stockholders’ equity and cash flows in this prospectus have been audited by Ronald R. Chadwick, P.C., of Aurora, Colorado, independent registered public accounting firm, to the extent and for the periods set forth in their report, and are set forth in this prospectus in reliance upon such report given upon the authority of them as experts in auditing and accounting. In addition, we have provided unaudited statements for the nine months ended September 30, 2007.

- 25 -

WHERE YOU CAN FIND MORE INFORMATION

Our filings are available to the public at the SEC’s web site at http://www.sec.gov. You may also read and copy any document with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Further information on the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

We have filed a registration statement on Form SB-2 with the SEC under the Securities Act for the common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information, reference is made to the registration statement and its exhibits. Whenever we make references in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for the copies of the actual contract, agreement or other document.

FINANCIAL STATEMENTS

The consolidated financial statements of Eagle Bend Holding Company commencing on page F-1 are included with this prospectus. These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in US dollars.

- 26 -

EAGLE BEND HOLDING COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005 and 2006

& September 30, 2007 (Unaudited)

- 27 -

EAGLE BEND HOLDING COMPANY

Consolidated Financial Statements

TABLE OF CONTENTS

	Page

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	29


CONSOLIDATED FINANCIAL STATEMENTS

Consolidated balance sheets	30
Consolidated statements of operation	31
Consolidated statements of stockholders' equity	32
Consolidated statements of cash flows	33
Notes to consolidated financial statements	35

- 28 -

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado 80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Eagle Bend Holding Company

Greenwood Village, Colorado

I have audited the accompanying consolidated balance sheets of Eagle Bend Holding Company as of December 31, 2005 and 2006, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

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

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Eagle Bend Holding Company as of December 31, 2005 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Aurora, Colorado /s/ Ronald R. Chadwick, P.C.

December 10, 2007 RONALD R. CHADWICK, P.C.

- 29 -

EAGLE BEND HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS


							Sept. 30, 2007
	Dec. 31, 2005			Dec. 31, 2006			(Unaudited)
ASSETS

Current assets
Cash	$	68,582		$	52,723		$	48,625
Total current assets		68,582			52,723			48,625

Accounts receivable					15,000			8,750
Prepaid expenses		1,935
Fixed assets		4,463			5,462			5,462
Less accumulated depreciation		(1,302	)		(1,877	)		(2,445	)
		5,096			18,585			11,767

Total Assets	$	73,678		$	71,308		$	60,392

LIABILITIES &
STOCKHOLDERS' EQUITY

Current liabilities
Accrued payables	$	1,403		$	550		$	-
Total current liabilties		1,403			550			-

Total Liabilities		1,403			550			-

Stockholders' Equity
Preferred stock, $.01 par value;
1,000,000 shares authorized;
no shares issued and outstanding		-			-			-
Common stock, $.001 par value;
50,000,000 shares authorized;
10,210,000 shares issued and outstanding		10,210			10,210			10,210
Additional paid in capital		134,490			134,490			134,490
Accumulated deficit		(72,425	)		(73,942	)		(84,308	)

Total Stockholders' Equity		72,275			70,758			60,392

Total Liabilities and Stockholders' Equity	$	73,678		$	71,308		$	60,392

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

- 30 -

EAGLE BEND HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS



							Nine Months
							Ended
	Year Ended			Year Ended			Sept. 30, 2007
	Dec. 31, 2005			Dec. 31, 2006			(Unaudited)


Revenue	$	99,500		$	196,397		$	138,005

Operating expenses:
Depreciation		558			575			568
General and administrative		187,765			197,339			147,803
		188,323			197,914			148,371

Gain (loss) from operations		(88,823	)		(1,517	)		(10,366	)

Other income (expense):
Rebates		16,000			-			-

Income (loss) before
provision for income taxes		(72,823	)		(1,517	)		(10,366	)

Provision for income tax		-			-			-

Net income (loss)	$	(72,823	)	$	(1,517	)	$	(10,366	)

Net income (loss) per share
(Basic and fully diluted)	$	(0.01	)	$	(0.00	)	$	(0.00	)

Weighted average number of
common shares outstanding		9,918,333			10,210,000			10,210,000

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

- 31 -


EAGLE BEND HOLDING COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


											Stock-
	Common Stock				Paid In			Accumulated			holders'
	Shares		Amount		Capital			Deficit			Equity

Balances at December 31, 2004		8,910,000	$	8,910	$	(1,910	)	$	398		$	7,398

Compensatory stock issuances		200,000		200								200

Sales of commmon stock		1,100,000		1,100		136,400						137,500

Gain (loss) for the year									(72,823	)		(72,823	)

Balances at December 31, 2005		10,210,000	$	10,210	$	134,490		$	(72,425	)	$	72,275

Gain (loss) for the year									(1,517	)		(1,517	)

Balances at December 31, 2006		10,210,000	$	10,210	$	134,490		$	(73,942	)	$	70,758

Gain (loss) for the period									(10,366	)		(10,366	)

Balances at Sept. 30, 2007 (Unaudited)		10,210,000	$	10,210	$	134,490		$	(84,308	)	$	60,392

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

- 32 -


EAGLE BEND HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS


							Nine Months
							Ended
	Year Ended			Year Ended			Sept. 30, 2007
	Dec. 31, 2005			Dec. 31, 2006			(Unaudited)
Cash Flows From Operating Activities:
Net income (loss)	$	(72,823	)	$	(1,517	)	$	(10,366	)

Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Depreciation		558			575			568
Prepaid expenses		(1,935	)		1,935
Accounts receivable					(15,000	)		6,250
Accrued payables		307			(853	)		(550	)
Compensatory stock issuances		200			-			-
Net cash provided by (used for)
operating activities		(73,693	)		(14,860	)		(4,098	)


Cash Flows From Investing Activities:
Fixed assets		-			(999	)
Net cash provided by (used for)
investing activities		-			(999	)		-

(Continued On Following Page)

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

- 33 -

EAGLE BEND HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Continued From Previous Page)


						Nine Months
						Ended
	Year Ended		Year Ended			Sept. 30, 2007
	Dec. 31, 2005		Dec. 31, 2006			(Unaudited)

Cash Flows From Financing Activities:
		137,500
Net cash provided by (used for)
financing activities		137,500		-			-

Net Increase (Decrease) In Cash		63,807		(15,859	)		(4,098	)

Cash At The Beginning Of The Period		4,775		68,582			52,723

Cash At The End Of The Period	$	68,582	$	52,723		$	48,625


Schedule Of Non-Cash Investing And Financing Activities

None

Supplemental Disclosure

Cash paid for interest	$	-	$	-		$	-
Cash paid for income taxes	$	-	$	-		$	-

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

- 34 -

EAGLE BEND HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005 and 2006 & September 30, 2007 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Eagle Bend Holding Company (the “Company”), was incorporated in the State of Nevada on March 1, 2005. The Company was formed to act as a holding corporation for Preserve Communication Services, Inc., a Colorado corporation actively engaged in providing investor relation and promotional services for public companies. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company. Preserve Communication Services, Inc. was incorporated in the State of Colorado on April 1, 2003. On March 10, 2005, in an acquisition classified as a transaction between parties under common control, Eagle Bend Holding Company acquired all the outstanding common shares of Preserve Communication Services, Inc. (8,910,000 Eagle Bend Holding Company common shares were issued for 7,000 common shares of Preserve Communication Services, Inc.), making Preserve Communication Services, Inc. a wholly owned subsidiary of Eagle Bend Holding Company. The results of operations of Eagle Bend Holding Company and Preserve Communication Services, Inc. have been consolidated from March 10, 2005 forward.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Eagle Bend Holding Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Use of Estimates

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

Income tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the

- 35 -

EAGLE BEND HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005 and 2006 & September 30, 2007 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract terms.

Property and equipment

Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life. The Company's fixed assets at December 31, 2005 consisted of leasehold improvements of $4,463, and at December 31, 2006 and September 30, 2007 of office equipment of $999 and leasehold improvements of $4,463, with corresponding accumulated depreciation at each date of $$1,302, 1,877 and $2,445.

Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.

Recent Accounting Pronouncements

In March 2006, the FASB issued SFAS No. 156 "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The Company has

- 36 -

EAGLE BEND HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005 and 2006 & September 30, 2007 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

adopted the provisions of SFAS No. 156, which are effective in general for an entity's fiscal year beginning after September 15, 2006. The adoption did not have a material effect on the results of operations of the Company.

In December 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”, to improve consistency and comparability in fair value measurements, and to expand related disclosures. The Company has adopted the provisions of SFAS No. 157, which are effective for financial statements for fiscal years beginning after November 15, 2007. The adoption did not have a material effect on the results of operations of the Company.

NOTE 2. RELATED PARTY TRANSACTIONS

During 2005 the Company received a $16,000 rebate for expenses paid in prior years to a corporation related by common ownership for the use of office space and for management fees. The Company paid $3,250 in 2005 to the same corporation for office facilities. The Company has agreements in place with two corporations related by common control, whereby the Company pays the corporations a 16.67% referral fee on revenues earned from referrals by them to the Company. In 2005, 2006 and for the nine months ended September 30, 2007 the related party corporations were paid $17,050, $35,727 and $32,795 in referral fees. The Company also paid the corporations $64,000, $45,000 and $38,338 in consulting fees in 2005, 2006 and for the nine months ended September 30, 2007.

- 37 -

EAGLE BEND HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005 and 2006 & September 30, 2007 (Unaudited)

NOTE 3. INCOME TAXES

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.

The Company accounts for income taxes pursuant to SFAS 109. The components of the Company’s deferred tax assets and liabilities are as follows:

	December 31, 2005			December 31, 2006			September 30, 2007

Deferred tax liability	$	-		$	-		$	-
Deferred tax asset arising from:
Net operating loss carryforwards		15,251			15,473			17,521
		15,251			15,473			17,521
Valuation allowance		(15,251	)		(15,473	)		(17,521	)

Net Deferred Taxes	$	-		$	-		$	-

Income taxes at Federal and state statutory rates are reconciled to the Company’s actual income taxes as follows:

	December 31, 2005			December 31, 2006			September 30, 2007

Tax at federal statutory rate (15%)	$	(10,920	)	$	(228	)	$	(1,555	)
State income tax (5%)		(3,641	)		(76	)		(518	)
Book to tax differences		82			25
Change in valuation allowance		14,561			222			2,048

	$	-		$	-		$	-

- 38 -

EAGLE BEND HOLDING COMPANY

100,000 Shares of Common Stock

Par Value $0.001 Per Share

December , 2007

Until , 2008 (90 days after the date of this prospectus), all dealers affecting transactions in the shares offered by this prospectus — whether or not participating in the offering — may be required to deliver a copy of this prospectus. Dealers may also be required to deliver a copy of this prospectus when acting as underwriters and for their unsold allotments or subscriptions.

Prospectus

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Section 78.138 of the Nevada Revised Statutes provides that a Nevada corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents, against expenses incurred in any action, suit or proceeding. Our Articles of Incorporation and the bylaws provide for indemnification of directors and officers to the fullest extent permitted by the Nevada Revised Statutes.

The Nevada Revised Statutes provide that articles of incorporation may contain a provision eliminating the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 78.300 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the Nevada Revised Statutes, or (iv) for any transaction from which the director derived an improper personal benefit. Our Articles of Incorporation contains such a provision.

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

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

Nature of expense		Amount

SEC Registration fee	$	20
Accounting fees and expenses	$	2,000
Legal fees and expenses	$	7,500
Printing expenses	$	1,000
Miscellaneous	$	480	*

TOTAL	$	11,000

___________________

* Estimated.

Item 26. Recent Sales of Unregistered Securities

On March 2, 2005, we issued 200,000 restricted common shares to our law firm, David Wagner & Associates, P.C., for past services in connection with our incorporation.

On March 7, 2005, we issued 4,455,000 restricted common shares each to Mr. Keith Koch and Steven Hinkle for 100% of the capital stock of Preserve Communications Services, Inc., a Colorado corporation.

II – 1

On March 10, 2005, we issued 500,000 restricted common shares each to L. Michael Underwood and to Battersea Capital at a price of $.0505 per share for cash

In the transactions shown above, the issuance, delivery and sale of our common stock were made pursuant to the private offering exemption within the meaning of Section 4(2) of the Securities Act of 1933 (“Act”) because the offers were made to a limited number of people, all of whom received all material information concerning the investment and all of whom have had sophistication and ability to bear economic risk based upon their representations to us and their prior experience in such investments. The exemptions are claimed upon, among other things, certain representations made by the purchasers in connection with the transactions. The purchase price paid by the purchaser’s consideration for the common stock was determined through arm's-length negotiations between the parties.

On April 15, 2005, the Company filed with the Colorado Division of Securities (the "Division"), Denver, Colorado, a Limited Registration Offering Statement under cover of Form RL pursuant to the Colorado Securities Code, relating to a proposed offering of 100,000 Common Shares of the Company. The Registration was declared effective by the Division on May 26, 2005. The offering was closed on November 23, 2005. The Company raised $100,000 and sold a total of 100,000 shares in the Offering.We relied on Rule 504 of Regulation D for the federal exemption. The sales were made under Colorado law pursuant to a Disclosure Document under cover of Form RL pursuant to the Colorado Securities Code. We relied upon exemption under Section 3(b) including Rule 504 there under, as amended for all investors because of their close relationship to us, the availability of information, and the filing of a Form D. The shares were sold through our officers and directors.

Under this offering, we issued the following common shares to the following persons and entities for cash at a price of $1.00 per share:

Name		Shares of common stock

Terry Adams		1,000
Alfred O Brehmer Trust for Linda Kaufman		500
Sherry L Andersen		200
Sherry L Andersen custodian for Charlotte Andersen		150
Sherry L Andersen custodian for Samantha Andersen		150
Amy Atkinson		1,000
Clarence Bixler IRA		1,000
Clarence Bixler and Beth Bixler		2,000
Mark A Bogani		2,000
Patricia A Bowman		250
Clarence L Bixler Trust Clarence Bixler and Mary Beth Bixler ITEC		1,000
Wayne Cook		5,000
Douglas A Garland		250
Joan A Garland		250
Stephen D Garland		1,000
Inspiration Through Action, Inc.		5,000
Linda D Kaufmann		1,000
Kirby Enterprise Fund LLC		26,000
Thomas P Klein		1,000
Cheryl Koch Custodian for Michael Koch		1,000
Cheryl Koch Custodian for Stephen Koch		1,000
Jason Koch		1,000
Cheryl Koch		2,000
James Lewis		1,000
Janis M Lewis		1,000

II – 2

Terri Lowe		1,000
Mary Beth Bixler Trust		1,000
Angel Osborn		1,000
Clarence Osborn		500
Eric Osborn		1,500
Barbara Popick		100
Mike Popick		100
Mike Popick custodian for Jeffrey Popick		100
Jean Stalano		1,000
John Stalano		1,000
Anthony Szeluga		5,000
Pat A Szeluga		5,000
Gary Tice		1,450
Susan H Tome		500
West Hampton Special Situation		24,000
Francine C Yeddis		1,000
Phillip A Yeddis		1,000
Total		100,000

Item 27. Exhibits

The following Exhibits are filed with or incorporated by reference to this Registration Statement, pursuant to Item 601 of Regulation S-B.

Exhibit No.	Description
3.1	Articles of Incorporation of Eagle Bend Holding Company
3.2	Bylaws of Eagle Bend Holding Company
5.1	Opinion of David Wagner & Associates, P.C.
21.1	List of Subsidiaries
23.1	Consent of Independent Auditors
23.2	Consent of Counsel (See Exhibit 5.1)

II – 3

Item 28. Undertakings

The undersigned registrant hereby undertakes to:

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

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

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement, and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for determining 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.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II - 4

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) 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.

(6) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is a part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II – 5

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 on Form SB-2 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on December 19, 2007.

	EAGLE BEND HOLDING COMPANY

	By:	/s/ Keith Koch
		Keith Koch, President, Chief Executive Officer, Chief Financial and Accounting Officer, Treasurer

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

Signature	Title	Date
/s/ Keith Koch Keith Koch	Director	December 19, 2007
/s/ Steven R. Hinkle Steven R. Hinkle	Director	December 19, 2007

II - 6

EX-3.1 2 eaglebendsb2x31_12182007.htm EXHUIBIT 3.1 eaglebendsb2x31_12182007.htm

Exhibit 3.1

ARTICLES OF INCORPORATION

Eagle Bend Holding Company

Pursuant to the provisions of the Nevada Private Corporations Act (Ch. 78, NRS, as amended), the undersigned Corporation hereby adopts the following Articles of Incorporation:

FIRST. The name of the Corporation is Eagle Bend Holding Company.

SECOND. OFFICE: Its principal office in the State of Nevada is located at Suite 3, 251 Jeanell Drive, Carson City, Nevada 89703. The name and address of its resident agent is Corporate Advisory Services, Inc., Suite 3, 251 Jeanell Drive, Carson City, Nevada 89703.

THIRD. PURPOSE: The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:

To engage in the data management business and in any other lawful activity. Also the Corporation may manufacture, purchase or acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with minerals, goods, wares and merchandise and personal property of every class and description.

To hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises and to take the same by devise or bequest.

EX 3.1 Page 1

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to, or useful in connection with, works of art or any other business of this Corporation.

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by any other corporation or corporations of this state, or any other state or government, and while owner of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.

To borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful objects.

EX 3.1 Page 2

To purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or funds; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided further, that shares of its own capital stock belonging to it shall not be voted upon, directly or indirectly, nor counted as outstanding, for the purpose of computing any stockholders' quorum or vote.

To conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in this state, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and in any foreign countries.

To do all and everything necessary and proper for the accomplishment of the objects hereinbefore enumerated or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects hereinbefore set forth.

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause in these articles of incorporation but shall be regarded as independent objects and purposes.

EX 3.1 Page 3

FOURTH.CAPITAL STOCK: The amount of the total authorized capital stock of the corporation is SIXTY THOUSAND DOLLARS ($60,000) consisting of Fifty Million (50,000,000) shares of one class of common stock of the par value of One Mill ($.001) each; and One Million (1,000,000) shares of preferred stock of the par value of One Cent ($.01) each, to have such classes, series and preferences as the Board of Directors may determine from time to time.

Any and all shares issued by the Corporation will be issued in registered form, as may be directed by the Board of Directors from time to time, and the fixed consideration for which has been paid and delivered shall be deemed fully paid and not liable for any further call or assessment thereon, and the holders of such stock shall not be liable for any further assessments.

There shall be no preemptive rights in connection with the acquisition of any capital stock of the Corporation.

FIFTH. DIRECTORS: The governing board of this Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the by-laws of this Corporation, provided that the number of directors shall not be reduced to less than one (1).

The name and post office address of the first board of directors, which shall be one (1) in number, is as follows:

EX 3.1 Page 4

NAME POST OFFICE ADDRESSES

David J. Wagner 8400 E. Prentice Ave.

Penthouse Suite

Greenwood Village, Colorado 80111

SIXTH. INCORPORATOR: The name and post office address of the incorporator signing the articles of incorporation is as follows: David J. Wagner8400 E. Prentice Ave.

Penthouse Suite, Greenwood Village, Colorado 80111

SEVENTH. TERM: The Corporation is to have perpetual existence.

EIGHTH. AUTHORIZATIONS: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

Subject to the by-laws, to make, alter or amend the by-laws of the Corporation.

To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this Corporation.

EX 3.1 Page 5

By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation, which, to the extent provided in the resolution or in the by-laws of the Corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the Corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders' meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deems expedient, and for the best interest of the Corporation.

NINTH. MEETINGS: Meetings of stockholders may be held outside the State of Nevada, if the by-laws provide. The books of the Corporation may be kept (subject to any provision contained in the statues) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation.

EX 3.1 Page 6

TENTH. AMENDMENTS: This Corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation by majority vote of the shareholders and in the manner now or hereafter prescribed by statute, or by the articles of incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH. VOTING: There shall be no cumulative voting permitted in any shareholder election of the Corporation.

TWELFTH. INDEMNIFICATION: The Corporation shall indemnify and hold harmless the officers and directors of the Corporation from any and all liabilities or claims to the fullest extent now, or hereafter from time to time, permitted pursuant to the General Corporation Law of the State of Nevada.

I, THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 1st day of March, 2005.

/s/ DAVID J. WAGNER

EX 3.1 Page 7

IN THE MATTER OF: Eagle Bend Holding Company

I, Corporate Advisory Service, Inc, hereby state that on , 2005, I accepted the appointment as resident agent for the above named entity.

The street address of the resident agent in this State is as follows:

Suite 3, 251 Jeanell Drive, Carson City, Nevada 89703

/s/ ______ Date: March 1, 2005

Authorized Signature of

Resident Agent Company

EX 3.1 Page 8

EX-3.2 3 eaglebendsb2x32_12182007.htm EXHUIBIT 3.2 eaglebendsb2x32_12182007.htm

Exhibit 3.2

BYLAWS

EAGLE BEND HOLDING COMPANY

as of March 2, 2005

ARTICLE I

Offices

The principal office of the Corporation shall initially be located at 5445 DTC Parkway, Suite 940, Greenwood Village, Colorado 80111 and other offices at such places within or without the State of Nevada and as the Board of Directors may from time to time establish.

ARTICLE II

Registered Office and Agent

The registered office of the Corporation shall be located at 251 Jeanell Drive, Suite 3, Carson City, Nevada 89703, and the registered agent shall be Corporate Advisory Service, Inc. The Board of Directors may, by appropriate resolution from time to time, change the registered office and/or agent.

ARTICLE III

Meetings of Stockholders

Section 1. Annual Meetings. The annual meeting of the Stockholders for the election of Directors and for the transaction of such other business as may properly come before such meeting shall be held at such time and date as the Board of Directors shall designate from time to time by resolution duly adopted.

EX 3.2 Page 1

Section 2. Special Meetings. A special meeting of the Stockholders may be called at any time by the President, the Chairman of the Board of Directors, or the Board of Directors, and shall be called by the President or the Chairman of the Board of Directors upon the written request of Stockholders of record holding in the aggregate fifty-one percent (51%) or more of the outstanding shares of stock of the Corporation entitled to vote, such written request to state the purpose or purposes of the meeting and to be delivered to the President or the Chairman of the Board of Directors.

Section 3. Place of Meetings. All meetings of the Stockholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Nevada, as shall be determined from time to time by the Board of Directors or the Stockholders of the Corporation.

Section 4. Change in Time or Place of Meetings. The time and place specified in this Article III for annual meetings shall not be changed within thirty (30) days next before the day on which such meeting is to be held. A notice of any such change shall be given to each Stockholder at least twenty (20) days before the meeting, in person or by letter mailed to his last known post office address.

Section 5. Notice of Meetings. Written notice, stating the place, day and hour of the meeting, and in the case of a special meeting, the purposes for which the meeting is called, shall be given by or under the direction of either the President, the Chairman of the Board of Directors, or Secretary at least ten (10) days but not more than fifty (50) days before the date fixed for such meeting. Notice shall be given to each Stockholder entitled to vote at such meeting, of record at the close of business on the day fixed by the Board of Directors as a record date for the determination of the Stockholders entitled to vote at such meeting, or if no such date has been fixed, of record at the close of business on the day next preceding the day on which notice is given. Notice shall be in writing and shall be delivered to each Stockholder in person or sent by United States Mail, postage prepaid, addressed as set forth on the books of the Corporation. A waiver of such notice, in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Except as otherwise required by statute, notice of any adjourned meeting of the Stockholders shall not be required.

EX 3.2 Page 2

Section 6. Quorum. Except as may otherwise be required by statute, the presence at any meeting, in person or by proxy, of the holders of record of one-third of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority in interest of the Stockholders entitled to vote, present in person or by proxy, or, if no Stockholder entitled to vote is present in person or by proxy, any Officer entitled to preside or act as secretary of such meeting, may adjourn the meeting from time to time for a period not exceeding sixty (60) days in any one case. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. The Stockholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

Section 7. Voting. Except as may otherwise be provided by statute or these Bylaws, including the provisions of Section 4 of Article VIII hereof, each Stockholder shall at every meeting of the Stockholders be entitled to one (1) vote, in person or by proxy, for each share of the voting capital stock held by such Stockholder. However, no proxy shall be voted on after eleven (11) months from its date, unless the proxy provides for a longer period. At all meetings of the Stockholders, except as may otherwise be required by statute, the Articles of Incorporation of this Corporation, or these Bylaws, if a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Stockholders.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent said stock and vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation shall not be voted directly or indirectly.

Section 8. Consent of Stockholders in Lieu of Meeting. Whenever the vote of Stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any provision of statute, these Bylaws, or the Articles of Incorporation, the meeting and vote of Stockholders may be dispensed with if a majority of the Stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

EX 3.2 Page 3

Section 9. Telephonic Meeting. Any meeting held under this Article III may be held by telephone, in accordance with the provisions of the Nevada Private Corporations Act.

Section 10. List of Stockholders Entitled to Vote. The Officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every annual meeting, a complete list of the Stockholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any Stockholder during ordinary business hours, for a period of at least ten (10) days prior to election, either at a place within the city, town or village where the election is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held. The list shall be produced and kept at the time and place of election during the whole time thereof and be subject to the inspection of any Stockholder who may be present.

ARTICLE IV

Board of Directors

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, except as otherwise provided by statute, the Articles of Incorporation of the Corporation, or these Bylaws.

Section 2. Number and Qualifications. The Board of Directors shall consist of at least one (1) member, and not more than nine (9) members, as shall be designated by the Board of Directors from time to time, and in the absence of such designation, the Board of Directors shall consist of one (1) member. This number may be changed from time to time by resolution of the Board of Directors. Directors need not be residents of the State of Nevada or Stockholders of the Corporation. Directors shall be natural persons of the age of eighteen (18) years or older.

EX 3.2 Page 4

Section 3. Election and Term of Office. Members of the initial Board of Directors of the Corporation shall hold office until the first annual meeting of Stockholders. At the first annual meeting of Stockholders, and at each annual meeting thereafter, the Stockholders shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office until his successor is duly elected and qualified, unless sooner displaced. Election of Directors need not be by ballot.

Section 4. Compensation. The Board of Directors may provide by resolution that the Corporation shall allow a fixed sum and reimbursement of expenses for attendance at meetings of the Board of Directors and for other services rendered on behalf of the Corporation. Any Director of the Corporation may also serve the Corporation in any other capacity, and receive compensation therefor in any form, as the same may be determined by the Board in accordance with these Bylaws.

Section 5. Removals and Resignations. Except as may otherwise be provided by statute, the Stockholders may, at any special meeting called for the purpose, by a vote of the holders of the majority of the shares then entitled to vote at an election of Directors, remove any or all Directors from office, with or without cause.

A Director may resign at any time by giving written notice to either the Board of Directors, the President, the Chairman of the Board of Directors, or the Secretary of the Corporation. The resignation shall take effect immediately upon the receipt of the notice, or at any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

Section 6. Vacancies. Any vacancy occurring in the office of a Director, whether by reason of an increase in the number of directorships or otherwise, may be filled by a majority of the Directors then in office, though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, unless sooner displaced.

When one or more Directors resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Each Director so chosen shall hold office as herein provided in the filling of other vacancies.

EX 3.2 Page 5

Section 7. Committees. By resolution adopted by a majority of the Board of Directors, the Board may designate one or more committees, including an Executive Committee, each consisting of one (1) or more Directors. The Board of Directors may designate one (1) or more Directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. Any such committee, to the extent provided in the resolution and except as may otherwise be provided by statute, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require the same. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. If there be more than two (2) members on such committee, a majority of any such committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the Board. If there be only two (2) members, unanimity of action shall be required. Committee action may be by way of a written consent signed by all committee members. The Board shall have the power at any time to fill vacancies on committees, to discharge or abolish any such committee, and to change the size of any such committee.

Except as otherwise prescribed by the Board of Directors, each committee may adopt such rules and regulations governing its proceedings, quorum, and manner of acting as it shall deem proper and desirable.

Each such committee shall keep a written record of its acts and proceedings and shall submit such record to the Board of Directors. Failure to submit such record, or failure of the Board to approve any action indicated therein will not, however, invalidate such action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the Board of Directors as herein provided.

EX 3.2 Page 6

ARTICLE V

Meetings of Board of Directors

Section 1. Annual Meetings. The Board of Directors shall meet each year immediately after the annual meeting of the Stockholders for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.

Section 2. Regular Meetings. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix the time and place of such meetings. Regular meetings may be held within or without the State of Nevada. The Board need not give notice of regular meetings provided that the Board promptly sends notice of any change in the time or place of such meetings to each Director not present at the meeting at which such change was made.

Section 3. Special Meetings. The Board may hold special meetings of the Board of Directors at any place, either within or without the State of Nevada, at any time when called by the President, the Chairman of the Board of Directors, or two or more Directors. Notice of the time and place thereof shall be given to and received by each Director at least three (3) days before the meeting. A waiver of such notice in writing, signed by the person or persons entitled to notice, either before or after the time stated therein, shall be deemed equivalent to notice. Notice of adjourned special meetings of the Board of Directors need not given.

Section 4. Quorum. The presence, at any meeting, of a majority of the total number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Except as otherwise required by statute, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; however, if only two (2) Directors are present, unanimity of action shall be required. In the absence of a quorum, a majority of the Directors present at the time and place of any meeting may adjourn such meeting from time to time until a quorum is present.

EX 3.2 Page 7

Section 5. Consent of Directors in Lieu of Meeting. Unless otherwise restricted by statute, the Board may take any action required or permitted to be taken at any meeting of the Board of Directors without a meeting, if a written consent thereto is signed by all members of the Board, and such written consent is filed with the minutes of proceedings of the Board.

Section 6. Telephonic Meeting. Any meeting held under this Article V may be held by telephone, in accordance with the provisions of the Nevada Private Corporations Act.

Section 7. Attendance Constitutes Waiver. Attendance of a Director at a meeting constitutes a waiver of any notice to which the Director may otherwise have been entitled, except where a Director attends a meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

Officers

Section 1. Number. The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents as the Board may from time to time elect, a Secretary and a Treasurer, and such other Officers and Agents as may be deemed necessary. One person may hold any two offices.

Section 2. Election, Term of Office, and Qualifications. The Board shall choose the Officers specifically designated in Section 1 of this Article VI at the annual meeting of the Board of Directors and such Officers shall hold office until their successors are chosen and qualified, unless sooner displaced. Officers need not be Directors of the Corporation.

Section 3. Subordinate Officers. The Board of Directors, from time to time, may appoint other Officers and Agents, including one or more Assistant Secretaries and one or more Assistant Treasurers, each of whom shall hold office for such period, and each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors from time to time may determine. The Board of Directors may delegate to any Officer or the Chairman of the Board of Directors the power to appoint any such subordinate Officers and Agents and to prescribe their respective authorities and duties.

EX 3.2 Page 8

Section 4. Removals and Resignations. The Board of Directors may, by vote of a majority of their entire number, remove from office any Officer or Agent of the Corporation, appointed by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect immediately upon the receipt of the notice, or any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

Section 5. Vacancies. Whenever any vacancy shall occur in any office by death, resignation, removal, or otherwise, it shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for the regular election or appointment to such office, at any meeting of Directors.

Section 6. The Chairman of the Board. The Chairman of the Board shall be the Chief Executive Officer of the Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of all of the affairs of the Corporation. The Chairman shall preside at all meetings of the Stockholders and of the Board of Directors at which he is present.

Section 7. The President. The President shall be the chief operating officer of the Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the day-to-day operations and of the property of the Corporation, and shall have control over its Officers, Agents and Employees. The President shall preside at all meetings of the Stockholders and of the Board of Directors at which the Chairman is not present. The President shall do and perform such other duties and may exercise such other powers as these Bylaws or the Board of Directors from time to time may assign to him.

Section 8. The Vice President. At the request of the President or in the event of his absence or disability, the Vice President, or in case there shall be more than one Vice President, the Vice President designated by the President, or in the absence of such designation, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Any Vice President shall perform such other duties and may exercise such her powers as from time to time these Bylaws or by the Board of Directors or the President be assign to him.

EX 3.2 Page 9

Section 9. The Secretary. The Secretary shall:

record all the proceedings of the meetings of the Corporation and Directors in a book to be kept for that purpose;

have charge of the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation under the direction of the Secretary), an original or duplicate of which shall be kept at the principal office or place of business of the Corporation;

see that all notices are duly and properly given;

be custodian of the records of the Corporation and the Board of Directors, and the and of the seal of the Corporation, and see that the seal is affixed to all stock certificates prior to their issuance and to all documents for which the Corporation has authorized execution on its behalf under its seal;

see that all books, reports, statements, certificates, and other documents and records required by law to be kept or filed are properly kept or filed;

in general, perform all duties and have all powers incident to the office of Secretary, and perform such other duties and have such other powers as these Bylaws, the Board of Directors, the Chairman of the Board of Directors, or the President from time to time may assign to him; and

prepare and make, at least ten (10) days before every election of Directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order.

Section 10. The Treasurer. The Treasurer shall:

have supervision over the funds, securities, receipts and disbursements of the Corporation;

EX 3.2 Page 10

cause all moneys and other valuable effects of the Corporation to be deposited in its name and to its credit, in such depositories as the Board of Directors or, pursuant to authority conferred by the Board of Directors, its designee shall select;

cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, when such disbursements shall have been duly authorized;

cause proper vouchers for all moneys disbursed to be taken and preserved;

cause correct books of accounts of all its business and transactions to be kept at the principal office of the Corporation;

render an account of the financial condition of the Corporation and of his transactions as Treasurer to the President, the Chairman of the Board of Directors, or the Board of Directors, whenever requested;

be empowered to require from the Officers or Agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation; and

in general, perform all duties and have all powers incident to the office of Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him by these Bylaws or by the Chairman of the Board of Directors, the Board of Directors or the President.

Section 11. Salaries. The Board of Directors shall from time to time fix the salaries of the Officers of the Corporation. The Board of Directors may delegate to any person the power to fix the salaries or other compensation of any Officers or Agents appointed, in accordance with the provisions of Section 3 of this Article VI. No Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Nothing contained in this Bylaw shall be construed so as to obligate the Corporation to pay any Officer a salary, which is within the sole discretion of the Board of Directors.

EX 3.2 Page 11

Section 12. Surety Bond. The Board of Directors may in its discretion secure the fidelity of any or all of the Officers of the Corporation by bond or otherwise.

ARTICLE VII

Execution of Instruments

Section 1. Checks, Drafts, Etc. The President or the Chairman of the Board of Directors and the Secretary or Treasurer shall sign all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation, and all assignments or endorsements of stock certificates, registered bonds, or other securities, owned by the Corporation, unless otherwise directed by the Board of Directors, or unless otherwise required by law.. The Board of Directors or the Chairman of the Board of Directors may, however, authorize any Officer or the Chairman of the Board to sign any of such instruments for and on behalf of the Corporation without necessity of countersignature, and may designate Officers, or Employees of the Corporation other than those named above who may, in the name of the Corporation, sign such instruments.

Section 2. Execution of Instruments Generally. Subject always to the specific direction of the Board of Directors, the President or the Chairman of the Board of Directors shall execute all deeds and instruments of indebtedness made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party, in its name, attested by the Secretary. The Secretary, when necessary required, shall affix the corporate seal thereto.

Section 3. Proxies. The President, the Chairman of the Board and the Secretary or an Assistant Secretary of the Corporation or by any other person or persons duly authorized by the Board of Directors may execute and deliver proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation from time to time on behalf of the Corporation.

EX 3.2 Page 12

ARTICLE VIII

Capital Stock

Section 1. Certificates of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed in the name of the Corporation by either the Chairman of the Board of Directors or the President and by the Secretary of the Corporation, certifying the number of shares owned by that person in the Corporation.

Certificates of stock shall be in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors.

Section 2. Transfer of Stock. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by his attorney duly authorized in writing, upon surrender to the Corporation of the certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require. Surrendered certificates shall be canceled and shall be attached to their proper stubs in the stock certificate book.

Section 3. Rights of Corporation with Respect to Registered Owners. Prior to the surrender to the Corporation of the certificates for shares of stock with a request to record the transfer of such shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

EX 3.2 Page 13

Section 4. Closing Stock Transfer Book. The Board of Directors may close the Stock Transfer Book of the Corporation for a period not exceeding fifty (50) days preceding the date of any meeting of Stockholders, the date for payment of any dividend, the date for the allotment of rights, the date when any change, conversion or exchange of capital stock shall go into effect, or for a period of not exceeding fifty (50) days in connection with obtaining the consent of Stockholders for any purpose. However, in lieu of closing the Stock Transfer Book, the Board of Directors may in advance fix a date, not exceeding fifty (50) days preceding the date of any meeting of Stockholders, the date for the payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the Stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. In such case such Stockholders of record on the date so fixed, and only such Stockholders shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 5. Lost, Destroyed and Stolen Certificates. The Corporation may issue a new certificate of shares of stock in the place of any certificate theretofore issued and alleged to have been lost, destroyed or stolen. However, the Board of Directors may require the owner of such lost, destroyed or stolen certificate or his legal representative, to: (a) request a new certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) furnish an affidavit as to such loss, theft or destruction; (c) file with the Corporation a sufficient indemnity bond; or (d) satisfy such other reasonable requirements, including evidence of such loss, destruction, or theft as may be imposed by the Corporation.

EX 3.2 Page 14

ARTICLE IX

Dividends

Section 1. Sources of Dividends. The Directors of the Corporation, subject to the Nevada Revised Statutes, as amended, may declare and pay dividends upon the shares of the capital stock of the Corporation.

Section 2. Reserves. Before the payment of any dividend, the Directors of the Corporation may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose, and the Directors may abolish any such reserve in the manner in which it was created.

Section 3. Reliance on Corporate Records. A Director in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities, and net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid shall be fully protected.

Section 4. Manner of Payment. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation.

ARTICLE X

Seal and Fiscal Year

Section 1. Seal. The corporate seal, subject to alteration by the Board of Directors, shall be in the form of a circle, shall bear the name of the Corporation, and shall indicate its formation under the laws of the State of Nevada and the year of incorporation. Such seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise re- produced.

Section 2. Fiscal Year. The Board of Directors shall, in its sole discretion, designate a fiscal year for the Corporation.

ARTICLE XI

Amendments

Except as may otherwise be provided herein, a majority vote of the whole Board of Directors at any meeting of the Board, is required to amend or repeal any provision of these Bylaws.

EX 3.2 Page 15

ARTICLE XII

Indemnification of Officers and Directors

Section 1. Exculpation. No Director or Officer of the Corporation shall be liable for the acts, defaults, or omissions of any other Director or Officer, or for any loss sustained by the Corporation, unless the same has resulted from his own willful misconduct, willful neglect, or gross negligence.

Section 2. Indemnification. Each Director and Officer of the Corporation and each person who shall serve at the Corporation's request as a director or officer of another corporation in which the Corporation owns shares of capital stock or of which it is a creditor shall be indemnified by the Corporation to the fullest extent permitted from time to time by the Nevada Revised Statutes against all reasonable costs, expenses and liabilities (including reasonable attorneys' fees) actually and necessarily incurred by or imposed upon him in connection with, or resulting from any claim, action, suit, proceeding, investigation, or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his being or having been a Director or Officer of the Corporation or such director or officer of such other corporation, whether or not he continues to be a Director or Officer of the Corporation or a director or officer of such other corporation, at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceeding, investigation, or inquiry to be liable for willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation. As to whether or not a Director or Officer was liable by reason of willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation, in the absence of such final adjudication of the existence of such liability, the Board of Directors and each Director and Officer may conclusively rely upon an opinion of independent legal counsel selected by or in the manner designated by the Board of Directors. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights which such person may be entitled as a matter of law, and shall inure to his legal representatives' benefit.

EX 3.2 Page 16

Section 3. Liability Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, association, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not he is indemnified against such liability by this Article XII.

EX 3.2 Page 17

EX-5.1 4 eaglebendsb2x51_12182007.htm EXHUIBIT 5.1 eaglebendsb2x51_12182007.htm

Exhibit 5.1

[LETTERHEAD]

December 19, 2007

The Board of Directors

Eagle Bend Holding Company

5445 DTC Parkway, Suite 940

Greenwood Village, CO 80111

Re: Registration Statement on Form SB-2

Eagle Bend Holding Company, common stock, par value $0.001 per share

Gentlemen:

We are acting as counsel for Eagle Bend Holding Company, a Colorado corporation (the "Company"), in connection with the preparation of the Registration Statement on Form SB-2 (the "Registration Statement"), as to which this opinion is a part, filed with the Securities and Exchange Commission (the "Commission") on December 19, 2007 for the registration by certain selling shareholders of 100,000 shares of common stock, $0.001 par value, of the Company (the "Shares").

In connection with rendering our opinion as set forth below, we have reviewed and examined originals or copies of such corporate records and other documents and have satisfied ourselves as to such other matters as we have deemed necessary to enable us to express our opinion hereinafter set forth.

Based upon the foregoing, it is our opinion that:

The Shares to be registered as covered by the Registration Statement are duly authorized, validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus included in the Registration Statement.

Very truly yours,

/s/ David Wagner & Associates, P.C.

DAVID WAGNER & ASSOCIATES, P.C.

EX-21.1 5 eaglebendsb2x211_12182007.htm EXHUIBIT 21.1 eaglebendsb2x211_12182007.htm

Exhibit 21.1

List of Subsidiaries

Preserve Communications Services, Inc. is owned 100% by us.

EX-23.1 6 eaglebendsb2x231_12182007.htm EXHUIBIT 23.1 eaglebendsb2x231_12182007.htm

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado 80014

Telephone (303)306-1967

Fax (303)306-1944

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

I consent to the incorporation by reference in this Registration Statement of Eagle Bend Holding Company on Form SB-2, of my report dated December 10, 2007 (included in exhibits to such registration statement) on the consolidated financial statements of Eagle Bend Holding Company as of December 31, 2005 and 2006 and for the years then ended.

Ronald R. Chadwick, P.C.

RONALD R. CHADWICK, P.C.

Aurora, Colorado

December 13, 2007

-----END PRIVACY-ENHANCED MESSAGE-----