Exhibit 10.1


 


 


AGREEMENT


 


CONCERNING THE EXCHANGE OF SECURITIES


 


BY AND AMONG


 


MAUNA KEA ENTERPRISES, INC.


 


AND


 


FAIRGROUND MEDIA, LLC


 


AND


 


THE
SECURITY HOLDERS OF FAIRGROUND MEDIA, LLC


 


 






 












INDEX


	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I — Exchange of Securities

  	
  1

  
	
   

  	
   

  
	
   

  	
  1.1

  	
  Issuance of Securities

  	
  1

  
	
   

  	
  1.2

  	
  Exemption from Registration

  	
  1

  
	
   

  	
  1.3

  	
  Corporate Action

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II — Representations and Warranties of Fairground

  	
  2

  
	
   

  	
   

  
	
   

  	
  2.1

  	
  Organization

  	
  2

  
	
   

  	
  2.2

  	
  Capital

  	
  2

  
	
   

  	
  2.3

  	
  Subsidiaries

  	
  2

  
	
   

  	
  2.4

  	
  Directors and Officers

  	
  2

  
	
   

  	
  2.5

  	
  Financial Statements

  	
  2

  
	
   

  	
  2.6

  	
  Absence of Changes

  	
  2

  
	
   

  	
  2.7

  	
  Absence of
  Undisclosed Liabilities

  	
  3

  
	
   

  	
  2.8

  	
  Tax Returns

  	
  3

  
	
   

  	
  2.9

  	
  Investigation of Financial Condition

  	
  3

  
	
   

  	
  2.10

  	
  Intellectual Property Rights

  	
  3

  
	
   

  	
  2.11

  	
  Compliance with Laws

  	
  3

  
	
   

  	
  2.12

  	
  Litigation

  	
  3

  
	
   

  	
  2.13

  	
  Authority

  	
  3

  
	
   

  	
  2.14

  	
  Ability to Carry Out Obligations

  	
  4

  
	
   

  	
  2.15

  	
  Full Disclosure

  	
  4

  
	
   

  	
  2.16

  	
  Assets

  	
  4

  
	
   

  	
  2.17

  	
  Material Contracts

  	
  4

  
	
   

  	
  2.18

  	
  Indemnification

  	
  4

  
	
   

  	
  2.19

  	
  Criminal or Civil Acts

  	
  4

  
	
   

  	
  2.20

  	
  Restricted Securities

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III — Representations and Warranties of Mauna Kea

  	
  4

  
	
   

  	
   

  
	
   

  	
  3.1

  	
  Organization

  	
  5

  
	
   

  	
  3.2

  	
  Capital

  	
  5

  
	
   

  	
  3.3

  	
  Subsidiaries

  	
  5

  
	
   

  	
  3.4

  	
  Directors
  and Officers

  	
  5

  
	
   

  	
  3.5

  	
  Financial Statements

  	
  5

  
	
   

  	
  3.6

  	
  Absence of
  Changes

  	
  5

  
	
   

  	
  3.7

  	
  Absence of Undisclosed Liabilities

  	
  5

  
	
   

  	
  3.8

  	
  Tax Returns

  	
  5

  
	
   

  	
  3.9

  	
  Investigation of Financial
  Condition

  	
  6

  
	
   

  	
  3.10

  	
  Intellectual Property Rights

  	
  6

  
	
   

  	
  3.11

  	
  Compliance with Laws

  	
  6

  
	
   

  	
  3.12

  	
  Litigation

  	
  6

  
	
   

  	
  3.13

  	
  Authority

  	
  6

  
						



 


 


i

















 


 


	
   

  	
  3.14

  	
  Ability to Carry Out
  Obligations

  	
  6

  
	
   

  	
  3.15

  	
  Full Disclosure

  	
  6

  
	
   

  	
  3.16

  	
  Assets

  	
  6

  
	
   

  	
  3.17

  	
  Material Contracts

  	
  6

  
	
   

  	
  3.18

  	
  Indemnification

  	
  7

  
	
   

  	
  3.19

  	
  Criminal or Civil Acts

  	
  7

  
	
   

  	
  3.20

  	
  Trading Status

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV — Covenants Prior to the Closing Date

  	
  7

  
	
   

  	
   

  
	
   

  	
  4.1

  	
  Investigative
  Rights

  	
  7

  
	
   

  	
  4.2

  	
  Conduct of Business

  	
  7

  
	
   

  	
  4.3

  	
  Confidential Information

  	
  7

  
	
   

  	
  4.4

  	
  Notice of Non-Compliance

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V — Conditions Precedent to Mauna Kea’s Performance

  	
  8

  
	
   

  	
   

  
	
   

  	
  5.1

  	
  Conditions

  	
  8

  
	
   

  	
  5.2

  	
  Accuracy of Representations

  	
  8

  
	
   

  	
  5.3

  	
  Performance

  	
  8

  
	
   

  	
  5.4

  	
  Absence of Litigation

  	
  8

  
	
   

  	
  5.5

  	
  Officer’s Certificate

  	
  8

  
	
   

  	
  5.6

  	
  Corporate Action

  	
  8

  
	
   

  	
  5.7

  	
  Execution of the Investor Rights Agreement

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI — Conditions Precedent to Fairground’s Performance

  	
  9

  
	
   

  	
   

  
	
   

  	
  6.1

  	
  Conditions

  	
  9

  
	
   

  	
  6.2

  	
  Accuracy of Representations

  	
  9

  
	
   

  	
  6.3

  	
  Performance

  	
  9

  
	
   

  	
  6.4

  	
  Absence of Litigation

  	
  9

  
	
   

  	
  6.5

  	
  Officer’s Certificate

  	
  9

  
	
   

  	
  6.6

  	
  Payment of Liabilities

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII — Closing

  	
  10

  
	
   

  	
   

  
	
   

  	
  7.1

  	
  Closing

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII — Covenants Subsequent to the Closing Date

  	
  10

  
	
   

  	
   

  
	
   

  	
  8.1

  	
  Registration of Certain Shares of Mauna Kea

  	
  10

  
	
   

  	
  8.2

  	
  Registration and Listing

  	
  10

  
	
   

  	
  8.3

  	
  Directors of Mauna Kea

  	
  10

  
	
   

  	
  8.4

  	
  Officers of Mauna Kea

  	
  10

  
	
   

  	
  8.5

  	
  Other Actions

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX — Miscellaneous

  	
  11

  



 


ii

















 


	
   

  	
  9.1

  	
  Captions and Headings

  	
  11

  
	
   

  	
  9.2

  	
  No Oral Change

  	
  11

  
	
   

  	
  9.3

  	
  Non-Waiver

  	
  11

  
	
   

  	
  9.4

  	
  Time of Essence

  	
  11

  
	
   

  	
  9.5

  	
  Entire Agreement

  	
  11

  
	
   

  	
  9.6

  	
  Choice of Law

  	
  11

  
	
   

  	
  9.7

  	
  Counterparts

  	
  11

  
	
   

  	
  9.8

  	
  Notices

  	
  11

  
	
   

  	
  9.9

  	
  Binding Effect

  	
  12

  
	
   

  	
  9.10

  	
  Mutual Cooperation

  	
  12

  
	
   

  	
  9.11

  	
  Finders

  	
  12

  
	
   

  	
  9.12

  	
  Announcements

  	
  12

  
	
   

  	
  9.13

  	
  Survival of Representations and
  Warranties

  	
  12

  
	
   

  	
  9.14

  	
  Exhibits

  	
  12

  
	
   

  	
  9.15

  	
  Termination, Amendment and Waiver

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Allocation
  of Securities

  	
  Exhibit 1.1

  
	
   

  	
   

  	
  Subscription
  Agreement

  	
  Exhibit 1.2

  
	
   

  	
   

  	
  Financial
  Statements of Fairground

  	
  Exhibit 2.5

  
	
   

  	
   

  	
  Investment
  Agreement

  	
  Exhibit 3.2

  
	
   

  	
   

  	
  Financial
  Statements of Mauna Kea

  	
  Exhibit 3.5

  
	
   

  	
   

  	
  Investor
  Rights Agreement

  	
  Exhibit 5.7

  
	
   

  	
   

  	
  Officers
  to be Appointed

  	
  Exhibit 8.4

  
					



 


 


iii
















AGREEMENT CONCERNING


THE EXCHANGE OF SECURITIES


 


                THIS AGREEMENT CONCERNING THE
EXCHANGE OF SECURITIES (“Agreement”) is made this 24th
day of July, 2007, by and between Mauna Kea Enterprises, Inc., a Colorado
corporation (“Mauna Kea”), Fairground Media, LLC, a Colorado limited liability
company (“Fairground”), and the security holders of Fairground (the “Fairground
Security Holders”) who are listed on Exhibit 1.1 hereto and have executed
Subscription Agreements in the form attached in Exhibit 1.2, hereto.


 


                WHEREAS, Mauna Kea desires to
acquire all of the issued and outstanding limited liability company membership
interests (“Interests”) of Fairground from the Fairground Security Holders in
exchange for newly issued unregistered shares of common stock of Mauna Kea;


 


                WHEREAS, Fairground desires to
assist Mauna Kea in acquiring all of the issued and outstanding Interests of
Fairground pursuant to the terms of this Agreement; and


 


                WHEREAS, all of the Fairground
Security Holders, by execution of Exhibit 1.2 hereto, agree to exchange all of
the Interests they hold in Fairground for 8,100,000 shares of Common Stock of
Mauna Kea.


 


                NOW, THEREFORE, in consideration
of the mutual promises, covenants and representations contained herein, the
parties hereto agree as follows:


 


ARTICLE I


 


Exchange of Securities


 


                1.1           Issuance
of Securities.  Subject to the
terms and conditions of this Agreement, Mauna Kea agrees to issue and exchange
8,100,000 fully paid and non-assessable unregistered shares of Mauna Kea’s no
par value common stock (the “Mauna Kea Shares”) for all issued and outstanding
Interests of Fairground (the “Fairground Interests”) held by the Fairground
Security Holders.  All Mauna Kea Shares
will be issued directly to the Fairground Security Holders on the Closing Date
(as hereinafter defined), pursuant to the schedule set forth in Exhibit 1.1.


 


                1.2           Exemption
from Registration.  The
parties hereto intend that all Mauna Kea common stock to be issued to the
Fairground Security Holders shall be exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2)
and/or Regulation D of the Act and rules and regulations promulgated
thereunder.  In furtherance thereof, each
of the Fairground Security Holders will execute and deliver to Mauna Kea on the
closing date of this Agreement (the “Closing Date”) a copy of the Subscription
Agreement set forth in Exhibit 1.2 hereto.


 


                1.3           Corporate Action.  After the Closing Date, Mauna Kea shall adopt
a Stock Option Plan a providing for the issuance of options to acquire up to
900,000 shares of Common Stock of Mauna Kea.


 

















 


 


ARTICLE II


 


Representations and Warranties of Fairground


 


                Fairground hereby
represents and warrants to Mauna Kea that:


 


                2.1           Organization.  Fairground is a limited liability company
duly organized, validly existing and in good standing under the laws of
Colorado, has all necessary corporate powers to own its properties and to carry
on its business as now owned and operated by it, and is duly qualified to do business
and is in good standing in each of the states where its business requires
qualification.


 


                2.2           Capital.  The members of the Company are Mark Kreloff,
Andrew Brandt, Dave Rogers, Bret Orton, Luke Miller,  Kevin Kerndt and Waveland Colorado Ventures,
LLC, with each such member owning a percentage of the Interests (“Sharing Ratio”)
as set forth on Exhibit 1.1.  All of the
outstanding Interests of Fairground are duly and validly issued, fully paid and
non-assessable.  There are no
outstanding subscriptions, options, rights, warrants, debentures, instruments,
convertible securities or other agreements or commitments obligating Fairground
to issue any additional Interests.


 


                2.3           Subsidiaries.  Fairground does not have any subsidiaries or
own any interest in any other enterprise.


 


                2.4           Managers.  The name and title of the manager of
Fairground as of the date of this Agreement is as follows:


 




	
  Name

  	
   

  	
  Position

  
	
  Mark Kreloff

  	
   

  	
  Manager

  






 


                2.5           Financial
Statements.  Exhibit 2.5
hereto consists of the unaudited financial statements of Fairground for the
period from inception (July 20, 2006) through December 31, 2006 and the
unaudited financial statements of Fairground for the six months ended June 30,
2007 (the “Fairground Financial Statements”). 
The Fairground Financial Statements have been prepared in accordance
with generally accepted accounting principles and practices consistently
followed by Fairground throughout the period indicated, and fairly present the
financial position of Fairground as of the date of the balance sheet included
in the Fairground Financial Statements and the results of operations for the
period indicated.  There are no material
omissions or non-disclosures in the Fairground Financial Statements.


 


                2.6           Absence
of Changes.  Since June 30,
2007, there has not been any material change in the financial condition or
operations of Fairground, except as contemplated by this Agreement.  As used throughout this Agreement, “material”
means:  Any change or effect (or
development that, insofar as can be reasonably foreseen, is likely to result in
any change or effect) that causes substantial increase or diminution in the
business, properties, assets, condition (financial or otherwise) or results of
operations of a party.  Taken as a whole,
material change 


 


 


2

















 


 


shall not include changes in national or international economic
conditions or industry conditions generally; changes or possible changes in
statutes and regulations applicable to a party; or the loss of employees,
customers or suppliers by a party as a direct or indirect consequence of any
announcement relating to this transaction.


 


                2.7           Absence
of Undisclosed Liabilities. 
As of June 30, 2007, Fairground did not have any material debt,
liability or obligation of any nature, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, that is not reflected in the
Fairground Financial Statements.


 


                2.8           Tax
Returns.  Fairground has filed
all federal, state and local tax returns required by law and has paid all
taxes, assessments and penalties due and payable.  The provisions for taxes, if any, reflected
in Exhibit 2.5 are adequate for the periods indicated.  There are no present disputes as to taxes of
any nature payable by Fairground.


 


                2.9           Investigation
of Financial Condition. 
Without in any manner reducing or otherwise mitigating the
representations contained herein, Mauna Kea, its legal counsel and accountants
shall have the opportunity to meet with Fairground’s accountants and attorneys
to discuss the financial condition of Fairground during reasonable business
hours and in a manner that does not interfere with the normal operation of
Fairground’s business.  Fairground shall
make available to Mauna Kea all books and records of Fairground, provided,
however, that Fairground will be under no obligation to provide any information
subject to confidentiality provisions or waive any privilege associated with
any such information.


 


                2.10         Intellectual
Property Rights.  Fairground
owns or has the right to use all trademarks, service marks, trade names,
copyrights and patents material to its business.


 


                2.11         Compliance
with Laws.  To the best of
Fairground’s knowledge, Fairground has complied with, and is not in violation
of, applicable federal, state or local statutes, laws and regulations,
including federal and state securities laws, except where such non-compliance
would not have a material adverse impact upon its business or properties.


 


                2.12         Litigation.  Fairground is not a defendant in any suit,
action, arbitration or legal, administrative or other proceeding, or
governmental investigation which is pending or, to the best knowledge of
Fairground, threatened against or affecting Fairground or its business, assets
or financial condition.  Fairground is
not in default with respect to any order, writ, injunction or decree of any
federal, state, local or foreign court, department, agency or instrumentality
applicable to it.  Fairground is not
engaged in any material litigation to recover monies due to it.


 


                2.13         Authority.  The Manager of Fairground has authorized the
execution of this Agreement and the consummation of the transactions
contemplated herein, and Fairground has full power and authority to execute,
deliver and perform this Agreement, and this Agreement is a legal, valid and
binding obligation of Fairground and is enforceable in accordance with its
terms and conditions.  By execution of
Exhibit 1.2, all of the Fairground Security Holders have agreed to and have
approved the terms of this Agreement.


 


 


3

















 


 


                2.14         Ability
to Carry Out Obligations.  To
the best of Fairground’s knowledge, the execution and delivery of this
Agreement by Fairground and the performance by Fairground of its obligations
hereunder in the time and manner contemplated will not cause, constitute or
conflict with or result in (a) any breach or violation of any of the provisions
of or constitute a default under any license, indenture, mortgage, instrument,
operating agreement, or other agreement or instrument to which Fairground is a
party, or by which it may be bound, nor will any consents or authorizations of
any party other than those hereto be required, (b) an event that would permit
any party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of Fairground, or (c) an event
that would result in the creation or imposition of any lien, charge or
encumbrance on any asset of Fairground.


 


                2.15         Full
Disclosure.  None of the
representations and warranties made by Fairground herein or in any exhibit,
certificate or memorandum furnished or to be furnished by Fairground, or on its
behalf, contains or will contain any untrue statement of material fact or omit any
material fact the omission of which would be misleading.


 


                2.16         Assets.  Fairground assets are fully included in
Exhibit 2.5 and are not subject to any claims or encumbrances except as
indicated in Exhibit 2.5.


 


                2.17         Material
Contracts.  Fairground does
not have any material contracts.


 


                2.18         Indemnification.  Fairground agrees to indemnify, defend and
hold Mauna Kea harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorney fees
asserted by third parties against Mauna Kea which arise out of, or result from
(i) any breach by Fairground in performing any of its covenants or agreements
under this Agreement or in any schedule, certificate, exhibit or other
instrument furnished or to be furnished by Fairground under this Agreement,
(ii) a failure of any representation or warranty in this Article II or (iii)
any untrue statement made by Fairground in this Agreement.


 


                2.19         Criminal
or Civil Acts.  For the period
of five years prior to the execution of this Agreement, no executive officer,
director or principal stockholder of Fairground has been convicted of a felony
crime, filed for personal bankruptcy, been the subject of a Commission or NASD
judgment or decree, or is currently the subject to any investigation in
connection with a felony crime or Commission or NASD proceeding.


 


                2.20         Restricted Securities.  Fairground and the Fairground Security
Holders, by execution of this Agreement and of Exhibit 1.2, acknowledge that
all of the Mauna Kea Shares issued by Mauna Kea are restricted securities and
none of such securities may be sold or publicly traded except in accordance
with the provisions of the Act.


 


ARTICLE III


 


Representations and Warranties of Mauna Kea


 


                Mauna Kea
represents and warrants to Fairground that:


 


 


4

















 


 


                3.1           Organization.  Mauna Kea is a corporation duly organized,
validly existing and in good standing under the laws of Colorado, has all
necessary corporate powers to carry on its business, and is duly qualified to
do business and is in good standing in each of the states where its business
requires qualification.


 


                3.2           Capital.  The authorized capital stock of Mauna Kea
currently consists of 25,000,000 shares of no par value common stock, of which
1,000,000 shares of common stock are issued and outstanding, and 10,000,000
shares of no par value preferred stock, none of which are outstanding.  There shall be 9,100,000 shares of common
stock outstanding on the Closing Date and 900,000 shares of common stock
reserved for issuance pursuant to a stock option plan to be adopted by Mauna
Kea immediately after the Closing.  All
of Mauna Kea’s outstanding securities are duly and validly issued, fully paid
and non-assessable.  Except for the
warrant to be issued to Waveland Colorado Ventures, LLC (“Waveland”) pursuant
to the terms of that certain Investment Agreement dated as of even date
herewith between Fairground and Waveland (the “Investment Agreement”) in the
form attached hereto as Exhibit 3.2, there are no outstanding subscriptions,
options, rights, warrants, debentures, instruments, convertible securities or
other agreements or commitments obligating Mauna Kea to issue any additional
shares of its capital stock of any class.


 


                3.3           Subsidiaries.  Mauna Kea does not have any subsidiaries or
own any interest in any other enterprise.


 


                3.4           Directors
and Officers.  The names and
titles of the directors and officers of Mauna Kea are:  Earnest Mathis, Jr., Chief Executive Officer
and sole Director.


 


                3.5           Financial
Statements.  Exhibit 3.5
hereto consists of the unaudited financial statements of Mauna Kea for the year
ended December 31, 2006 and the unaudited financial statements of Mauna Kea for
the six months ended June 30, 2007 (the “Mauna Kea Financial Statements”).  The Mauna Kea Financial Statements have been
prepared in accordance with generally accepted accounting principles and
practices consistently followed by Mauna Kea throughout the periods indicated,
and fairly present the financial position of Mauna Kea as of the date of the
balance sheets included in the Mauna Kea Financial Statements and the results
of operations for the periods indicated. 
There are no material omissions or non-disclosures in the Mauna Kea
Financial Statements.


 


                3.6           Absence
of Changes.  Since June 30, 2007, there has not been any material change in the
financial condition or operations of Mauna Kea, except as contemplated by this
Agreement.


 


                3.7           Absence
of Undisclosed Liabilities.  As of June 30, 2007, Mauna Kea did not have any
material debt, liability or obligation of any nature, whether accrued,
absolute, contingent or otherwise, and whether due or to become due, that is
not reflected in the Mauna Kea Financial Statements.


 


                3.8           Taxes.  Mauna Kea has paid all taxes, assessments and
penalties due and payable.


 


 


5

















 


 


                3.9           Investigation
of Financial Condition.  Without in any manner reducing or otherwise
mitigating the representations contained herein, Fairground, its legal counsel
and accountants shall have the opportunity to meet with Mauna Kea’s accountants
and attorneys to discuss the financial condition of Mauna Kea.  Mauna Kea shall make available to Fairground
all books and records of Mauna Kea.


 


                3.10         Intellectual
Property Rights.  Mauna Kea
does not have any patents, trademarks, service marks, trade names, copyrights
or other intellectual property rights.


 


                3.11         Compliance
with Laws.  Mauna Kea has
complied with, and is not in violation of, applicable federal, state or local
statutes, laws or regulations including federal and state securities laws.


 


                3.12         Litigation.  Mauna Kea is not a defendant in any suit,
action, arbitration, or legal, administrative or other proceeding, or
governmental investigation which is pending or, to the best knowledge of Mauna
Kea, threatened against or affecting Mauna Kea or its business, assets or
financial condition.  Mauna Kea is not in
default with respect to any order, writ, injunction or decree of any federal,
state, local or foreign court, department, agency or instrumentality applicable
to it.  Mauna Kea is not engaged in any
material litigation to recover monies due to it.


 


                3.13         Authority.  The Board of Directors of Mauna Kea has
authorized the execution of this Agreement and the transactions contemplated
herein, and Mauna Kea has full power and authority to execute, deliver and
perform this Agreement, and this Agreement is the legal, valid and binding
obligation of Mauna Kea, and is enforceable in accordance with its terms and
conditions.


 


                3.14         Ability
to Carry Out Obligations.  The
execution and delivery of this Agreement by Mauna Kea and the performance by
Mauna Kea of its obligations hereunder will not cause, constitute or conflict
with or result in (a) any breach or violation of any of the provisions of or
constitute a default under any license, indenture, mortgage, instrument,
article of incorporation, bylaw or other agreement or instrument to which Mauna
Kea is a party, or by which it may be bound, nor will any consents or
authorization of any party other than those hereto be required, (b) an event
that would permit any party to any agreement or instrument to terminate it or
to accelerate the maturity of any indebtedness or other obligation of Mauna
Kea, or (c) an event that would result in the creation or imposition of any
lien, charge or encumbrance on any asset of Mauna Kea.


 


                3.15         Full
Disclosure.  None of the
representations and warranties made by Mauna Kea herein, or in any exhibit,
certificate or memorandum furnished or to be furnished by Mauna Kea or on its
behalf, contains or will contain any untrue statement of material fact or omit
any material fact the omission of which would be misleading.


 


                3.16         Assets. 
Mauna Kea has no assets or liabilities.


                3.17         Material
Contracts.  Mauna Kea has no
material contracts.


 


 


6

















 


 


                3.18         Indemnification.  Mauna Kea agrees to indemnify, defend and
hold Fairground harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorney fees
asserted by third parties against Fairground, which arise out of, or result
from (i) any breach by Mauna Kea in performing any of its covenants or
agreements in this Agreement or in any schedule, certificate, exhibit or other
instrument furnished or to be furnished by Mauna Kea under this Agreement,  (ii) a failure of any representation or
warranty in this Article III, or (iii) any untrue statement made by Mauna Kea
in this Agreement.


 


                3.19         Criminal
or Civil Acts.  For a period
of five years prior to the execution of this Agreement, no executive officer,
director or principal stockholder of Mauna Kea has been convicted of a felony
crime, filed for personal bankruptcy, been the subject of a Securities and
Exchange Commission (“Commission”) or NASD judgment or decree, or is currently
the subject to an investigation in connection with any felony crime or
Commission or NASD proceeding.


 


                3.20         Trading Status.  The common stock of Mauna Kea is not listed
for quotation nor does it trade on any exchange or listing service.


 


ARTICLE IV


 


Covenants Prior to the Closing Date


 


                4.1           Investigative
Rights.  Prior to the Closing
Date, each party shall provide to the other party, and such other party’s
counsel, accountants, auditors and other authorized representatives, full
access during normal business hours and upon reasonable advance written notice
to all of each party’s properties, books, contracts, commitments and records
for the purpose of examining the same. 
Each party shall furnish the other party with all information concerning
each party’s affairs as the other party may reasonably request.  If during the investigative period one party
learns that a representation of the other party was not accurate, no such claim
may be asserted by the party so learning that a representation of the other
party was not accurate.


 


                4.2           Conduct
of Business.  Prior to the
Closing Date, each party shall conduct its business in the normal course and
shall not sell, pledge or assign any assets without the prior written approval
of the other party, except in the normal course of business.  Neither party shall amend its Operating
Agreement, Articles of Incorporation or Bylaws (except as may be described in
this Agreement), declare dividends, redeem or sell stock or other securities.  Neither party shall enter into negotiations with
any third party or complete any transaction with a third party involving the
sale of any of its assets or the exchange of any of its common stock.


 


                4.3           Confidential Information.  Each party will treat all non-public,
confidential and trade secret information received from the other party as
confidential, and such party shall not disclose or use such information in a
manner contrary to the purposes of this Agreement.  Moreover, all such information shall be returned
to the other party in the event this Agreement is terminated.


 


                4.4           Notice of Non-Compliance.  Each party shall give prompt notice to the
other party of any representation or warranty made by it in this Agreement
becoming untrue or inaccurate in 


 


 


7

















 


any respect or the failure by it to comply with or satisfy in any
material respect any covenant, condition or agreement to be complied with or
satisfied by it under this Agreement.


 


ARTICLE V


 


Conditions Precedent to Mauna Kea’s Performance


 


                5.1           Conditions.  Mauna Kea’s obligations hereunder shall be
subject to the satisfaction at or before the Closing Date of all the conditions
set forth in this Article V.  Mauna Kea
may waive any or all of these conditions in whole or in part without prior
notice; provided, however, that no such waiver of a condition shall constitute
a waiver by Mauna Kea of any other condition of or any of Mauna Kea’s other
rights or remedies, at law or in equity, if Fairground shall be in default of
any of its representations, warranties or covenants under this Agreement.


 


                5.2           Accuracy
of Representations.  Except as
otherwise permitted by this Agreement, all representations and warranties by
Fairground in this Agreement or in any written statement that shall be
delivered to Mauna Kea by Fairground under this Agreement shall be true and
accurate on and as of the Closing Date as though made at that time.


 


                5.3           Performance.  Fairground shall have performed, satisfied
and complied with all covenants, agreements and conditions required by this
Agreement to be performed or complied with by it on or before the Closing Date.


 


                5.4           Absence
of Litigation.  No action,
suit or proceeding, including injunctive actions, before any court or any
governmental body or authority, pertaining to the transaction contemplated by
this Agreement or to its consummation, shall have been instituted or threatened
against Fairground on or before the Closing Date.


 


                5.5           Officer’s
Certificate.  Fairground shall
have delivered to Mauna Kea a certificate dated the Closing Date signed by the
Manager of Fairground certifying that each of the conditions specified in this
Article has been fulfilled and that all of the representations set forth in
Article II are true and correct as of the Closing Date.


 


                5.6           Corporate
Action.  Fairground shall have obtained the approval
of the Fairground Security Holders for the transaction contemplated by this
Agreement as evidenced by the Fairground Security Holders holding all of
Fairground’s outstanding common stock executing Exhibit 1.2.


 


                5.7           Execution of the Investor
Rights Agreement.  Fairground
shall have executed the Investor Rights Agreement attached as Exhibit 5.7
hereto.


 


                5.8           Closing of Transactions
Pursuant to Investment Agreement. The transactions contemplated by
the Investment Agreement shall have been consummated.


 


8

















 


 


 


ARTICLE VI


 


Conditions Precedent to Fairground’s Performance


 


                6.1           Conditions.  Fairground’s obligations hereunder shall be
subject to the satisfaction at or before the Closing Date of all the conditions
set forth in this Article VI.  Fairground
may waive any or all of these conditions in whole or in part without prior
notice; provided, however, that no such waiver of a condition shall constitute
a waiver by Fairground of any other condition of or any of Fairground’s rights
or remedies, at law or in equity, if Mauna Kea shall be in default of any of
its representations, warranties or covenants under this Agreement.


 


                6.2           Accuracy
of Representations.  Except as
otherwise permitted by this Agreement, all representations and warranties by
Mauna Kea in this Agreement or in any written statement that shall be delivered
to Fairground by Mauna Kea under this Agreement shall be true and accurate on
and as of the Closing Date as though made at that time.


 


                6.3           Performance.  Mauna Kea shall have performed, satisfied and
complied with all covenants, agreements and conditions required by this
Agreement to be performed or complied with by it on or before the Closing Date.


 


                6.4           Absence
of Litigation.  No action,
suit or proceeding before any court or any governmental body or authority,
pertaining to the transaction contemplated by this Agreement or to its
consummation, shall have been instituted or threatened against Mauna Kea on or
before the Closing Date.


 


                6.5           Officer’s
Certificate.  Mauna Kea shall
have delivered to Fairground a certificate dated the Closing Date signed by the
Chief Executive Officer and sole Director of Mauna Kea certifying that each of
the conditions specified in this Article has been fulfilled and that all of the
representations set forth in Article III are true and correct as of the Closing
Date.


 


                6.6           Payment
of Liabilities.  On or before the Closing Date, Mauna Kea
shall have paid any outstanding obligations and liabilities of Mauna Kea
through the Closing Date, including obligations created subsequent to the
execution of this Agreement.


 


                6.7           Closing of Transactions Pursuant
to Investment Agreement. The transactions contemplated by the
Investment Agreement shall have been consummated.


 


 


9

















 


ARTICLE VII


 


Closing


 


                7.1           Closing.  The closing of this Agreement shall be held
at the offices of Mauna Kea at any mutually agreeable time and date prior to
July 25, 2007, unless extended by mutual agreement.  At the closing:


 


(a)                                  Fairground shall deliver to Mauna Kea (i)
copies of Exhibit 1.2 executed by all of the Fairground Security Holders, and
(ii) the officer’s certificate described in
Section 5.5, and (iii) a signed action by its Manager approving this Agreement;


 


(b)                                 Mauna Kea shall
deliver to the Fairground Security Holders (i) certificates representing an
aggregate of 8,100,000 shares of Mauna Kea’s common stock (ii) the officer’s
certificate described in Section 6.5, and (iii) signed minutes of its director
approving this Agreement.


 


ARTICLE VIII


 


Covenants Subsequent to the Closing Date


 


                8.1           Registration of Certain Shares of Mauna Kea.  Mauna Kea shall file a
Registration Statement on Form SB-2, within 60 days following the Closing Date,
registering for public resale all shares required to be registered under the
Investor Rights Agreement.  Mauna Kea
shall use its best efforts to obtain effectiveness of the Registration Statement
within 90 days therefrom.


 


                8.2           Registration
and Listing.  Following the
Closing Date, Mauna Kea shall use its best efforts to:


 


(a)                                  Obtain a listing of Mauna Kea’s common
stock quotation on the Electronic Over-the-Counter Bulletin Board system; and


(b)                                 List Mauna Kea’s securities in Standard
& Poor’s OTC or Corporate Manual.


 


                8.3           Directors
of Mauna Kea.  On the Closing
Date, the sole Director of Mauna Kea shall appoint Mark Kreloff as a director
of Mauna Kea to fill an existing vacancy and shall thereafter resign from Mauna
Kea’s Board of Directors.


 


                8.4           Officers
of Mauna Kea.  On the Closing
Date, the Board of Directors of Mauna Kea shall elect the officers of Mauna Kea
as set forth in Exhibit 8.4 and Mauna Kea’s existing executive officers shall
resign.


 


                8.5           Other
Actions.  Following the Closing Date, Mauna Kea shall
adopt the Stock Option Plan described in Section 1.3, above.


 


 


10

















 


ARTICLE IX


 


Miscellaneous


 


                9.1           Captions
and Headings.  The article and
Section headings throughout this Agreement are for convenience and reference
only and shall not define, limit or add to the meaning of any provision of this
Agreement.


 


                9.2           No
Oral Change.  This Agreement
and any provision hereof may not be waived, changed, modified or discharged
orally, but only by an agreement in writing signed by the party against whom
enforcement of any such waiver, change, modification or discharge is sought.


 


                9.3           Non-Waiver.  The failure of any party to insist in any one
or more cases upon the performance of any of the provisions, covenants or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants or conditions.  No
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other subsequent breach.


 


                9.4           Time
of Essence.  Time is of the
essence of this Agreement and of each and every provision hereof.


 


                9.5           Entire
Agreement.  This Agreement
contains the entire Agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings.


 


                9.6           Choice
of Law.  This Agreement and
its application shall be governed by the laws of the state of Colorado.


 


                9.7           Counterparts.
 This Agreement may be
executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


                9.8           Notices.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party
to whom notice is to be given, or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed as follows:


 


	
   

  	
  Mauna
  Kea:

  	
  Mauna Kea Enterprises, Inc.

  
	
   

  	
   

  	
  2560 W. Main Street, Suite 200

  
	
   

  	
   

  	
  Littleton, CO 80120

  
	
   

  	
   

  	
   

  
	
   

  	
  Fairground:

  	
  Fairground Media, LLC

  
	
   

  	
   

  	
  1701 Pearl Street

  
	
   

  	
   

  	
  Boulder, CO 80302

  



 


 


 


11

















 


                9.9           Binding
Effect.  This Agreement shall
inure to and be binding upon the heirs, executors, personal representatives,
successors and assigns of each of the parties to this Agreement.


 


                9.10         Mutual
Cooperation.  The parties
hereto shall cooperate with each other to achieve the purpose of this Agreement
and shall execute such other and further documents and take such other and
further actions as may be necessary or convenient to effect the transaction
described herein.


 


                9.11         Finders.  There are no finders in connection with this
transaction.


 


                9.12         Announcements.  The parties will consult and cooperate with
each other as to the timing and content of any public announcements regarding
this Agreement.


 


                9.13         Survival
of Representations and Warranties. 
The representations, warranties, covenants and agreements of the parties
set forth in this Agreement or in any instrument, certificate, opinion or other
writing providing for in it, shall survive the Closing Date.


 


                9.14         Exhibits.  As of the execution hereof, the parties have
provided each other with the exhibits described herein.  Any material changes to the exhibits shall be
immediately disclosed to the other party.


 


                9.15         Termination, Amendment and
Waiver.


 


                (a)           Termination.  This Agreement may be terminated at any time
prior to the Closing Date, whether before or after approval of matters
presented in connection with the share exchange by the stockholders of Mauna
Kea or by the stockholders of Fairground:


 


                                (1)           By mutual written consent of
Fairground and Mauna Kea;


 


                                (2)           By either Fairground or Mauna Kea;


 


(i)                                     If any court of
competent jurisdiction or any governmental, administrative or regulatory
authority, agency or body shall have issued an order, decree or ruling or taken
any other action permanently enjoining, restraining or otherwise prohibiting
the transactions contemplated by this Agreement; or


 


(ii)                                  If the
transaction shall not have been consummated on or before August 31, 2007,
unless the failure to consummate the transaction is the result of a material
breach of this Agreement by the party seeking to terminate this Agreement.


 


                                (3)           By Fairground, if Mauna Kea breaches
any of its representations or warranties hereof or fails to perform in any
material respect any of its covenants, agreements or obligations under this
Agreement; and


 


 


12

















 


 


                                (4)           By Mauna Kea, if Fairground breaches
any of its representations or warranties hereof or fails to perform in any
material respect any of its covenants, agreements or obligations under this
Agreement.


 


                (b)           Effect
of Termination.  In the event of
termination of this Agreement by either Mauna Kea or Fairground, as provided
herein, this Agreement shall forthwith become void and have no effect, without
any liability or obligation on the part of Fairground or Mauna Kea, and such
termination shall not relieve any party hereto for any intentional breach prior
to such termination by a party hereto of any of its representations or
warranties or any of its covenants or agreements set forth in this Agreement.


 


                (c)           Extension;
Waiver.  At any time prior to the
Closing Date, the parties may, to the extent legally allowed, mutually (a)
extend the time for the performance of any of the obligation of the other acts
of the other parties, (b) waive any inaccuracies in the representations and
warranties contained herein or in any document delivered pursuant hereto or
waive compliance with any of the agreements or conditions contained
herein.  Any agreement on the part of a
party to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party.  The failure of any party to this Agreement to
assert any of its rights under this Agreement or otherwise shall not constitute
a waiver of such rights.


 


                (d)           Procedure for Termination,
Amendment, Extension or Waiver.  A
termination of this Agreement, an amendment of this Agreement or an extension
or waiver shall, in order to be effective, require in the case of Fairground or
Mauna Kea, action by its respective Manager or Board of Directors or the duly
authorized designee of such person or Board of Directors.


 


                In witness whereof, the parties have executed this
Agreement Concerning the Exchange of Securities on the date indicated above.


 


	
  MAUNA
  KEA ENTERPRISES, INC.

  	
   

  	
  FAIRGROUND
  MEDIA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Earnest Mathis, Jr.

  	
   

  	
  By:

  	
  /s/
  Mark Kreloff

  
	
   

  	
  Earnest
  Mathis, Jr.

  	
   

  	
   

  	
  Mark
  Kreloff

  
	
   

  	
  Chief
  Executive Officer

  	
   

  	
   

  	
  Chief Executive Officer

  



 


 


13






 












EXHIBIT 1.1


 


SCHEDULE OF
FAIRGROUND MEMBERSHIP INTERESTS


AND


ALLOCATION
OF MAUNA KEA COMMON SHARES


 


	
  Name of Fairground 

  Interest Holder

  	
   

  	
  Sharing Ratio

  	
   

  	
  Number of Mauna Kea Common

  Shares to be Issued

  	
   

  
	
  Mark Kreloff

  	
   

  	
  26.3589

  	
  %

  	
  2,135,070

  	
   

  
	
  Andrew Brandt

  	
   

  	
  18.8278

  	
  %

  	
  1,525,050

  	
   

  
	
  Dave Rogers

  	
   

  	
  6.778

  	
  %

  	
  549,018

  	
   

  
	
  Bret Orton

  	
   

  	
  6.778

  	
  %

  	
  549,018

  	
   

  
	
  Luke Miller

  	
   

  	
  6.778

  	
  %

  	
  549,018

  	
   

  
	
  Kevin Kerndt

  	
   

  	
  3.7656

  	
  %

  	
  305,010

  	
   

  
	
  Joe Pezzillo

  	
   

  	
  3.7656

  	
  %

  	
  305,010

  	
   

  
	
  Brad Buikema

  	
   

  	
  2.2593

  	
  %

  	
  183,006

  	
   

  
	
  Waveland
  Colorado Ventures, LLC

  	
   

  	
  24.6889

  	
  %

  	
  1,999,800

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
  100

  	
  %

  	
  8,100,000

  	
   

  



 


 

















 


EXHIBIT 1.2


 


SUBSCRIPTION
AGREEMENT


 


                In connection with
my exchange of my Interests in Fairground Media, LLC (“Fairground”), for the no
par value common stock of Mauna Kea Enterprises, Inc. (“Mauna Kea”), pursuant
to the Agreement Concerning The Exchange of Securities by and among Mauna Kea
Enterprises, Inc. and Fairground Media, LLC and the Security Holders of
Fairground Media, LLC (the “Exchange Agreement”), I acknowledge the matters set
forth below and promise that the statements made herein are true.  I understand that Mauna Kea is relying on my
truthfulness in issuing its securities to me.


 


                I hereby represent
and warrant to Mauna Kea that I have the full power and authority to execute,
deliver and perform this Subscription Agreement and to consummate the
transactions contemplated hereby.  This
Subscription Agreement is a legal, valid and binding obligation of mine,
enforceable against me in accordance with its terms.  I own the Interests that I am exchanging for
securities of Mauna Kea free and clear of all pledges, liens, encumbrances,
security interests, equities, claims, options, preemptive rights, rights of
first refusal, or any other limitation on my ability to vote such securities or
to transfer such securities to Mauna Kea. 
I have full right, title and interest in and to the Interests that I am
exchanging.


 


                I
understand that Mauna Kea’s common stock (the “Securities) is being issued to
me in a private transaction in exchange for my securities in Fairground and in
reliance upon the exemption provided in section 4(2) and/or Regulation D under
the Securities Act of 1933, as amended (the ”Act”) for non-public
offerings and pursuant to the Exchange Agreement.  I understand that the Securities are “restricted”
under applicable securities laws and may not be sold by me except in a
registered offering (which may not ever occur) or in a private transaction like
this one.  I know this is an illiquid
investment and that therefore I may be required to hold the Securities for an
indefinite period of time, but under no circumstances less than one year from
the date of their issuance.


 


                I am acquiring the
Securities solely for my own account, for long-term investment purposes only
and not with a view to sale or other distribution.  I agree not to dispose of any Securities
unless and until counsel for Mauna Kea shall have determined that the intended
disposition is permissible and does not violate the Act, any applicable state
securities laws or rules and regulations promulgated thereunder.


 


                All information,
financial and otherwise, or documentation pertaining to all aspects of my
acquisition of the Securities and the activities and financial information of
Mauna Kea has been made available to me and my representatives, if any, and I
have had ample opportunity to meet with and ask questions of senior officers of
Mauna Kea, and I have received satisfactory answers to any questions I asked.


 


 

















 


 


                In acquiring the
Securities, I have been afforded access to the Exchange Agreement and have made
such independent investigations of Mauna Kea as I deemed appropriate.  I am an “accredited investor” as that term is
defined in Regulation D, Rule 501 of the Act and am an experienced investor,
have made speculative investments in the past and am capable of analyzing the
merits of an investment in the Securities.


 


                I understand that
the Securities are highly speculative, involve a great degree of risk and
should only be acquired by individuals who can afford to lose their entire
investment.  Nevertheless, I consider
this a suitable investment for me because I have adequate financial resources
and income to maintain my current standard of living even after my acquisition
of the Securities.  I know that Mauna Kea
currently has only negligible assets and liabilities, and that although I could
lose my entire investment, I am acquiring the Securities because I believe the
potential rewards are commensurate with the risk.  Even if the Securities became worthless, I
could still maintain my standard of living without significant hardship to me
or my family.


 


                By signing this
Subscription Agreement, I also accept and agree to be bound by and to abide by
the terms and conditions of the Exchange Agreement as if I had executed the
Exchange Agreement itself.


 


                Dated as of this                
day of                ,
2007.


 


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name,
  Please Print

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Residence
  Address

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  City,
  State and Zip Code

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Area
  Code and Telephone Number

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social
  Security Number

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number
  of Fairground Shares exchanged

  



 


 


2

















 


 


EXHIBIT 2.5


 


FINANCIAL STATEMENTS OF FAIRGROUND


 


Fairground Media, LLC d/b/a www.crowdfunder.com


Balance Sheet


As of 7/15/2007


UNAUDITED


 


	
  ASSETS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
  $

  	
  250

  	
   

  
	
  Pre-Paid Legal

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Pre-Paid Rent

  	
   

  	
  $

  	
  6,000

  	
   

  
	
  Web Site
  Development

  	
   

  	
  $

  	
  52,860

  	
   

  
	
  Equipment

  	
   

  	
  $

  	
  19,779

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL ASSETS

  	
   

  	
  $

  	
  81,889

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LIABILITIES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deferred Legal
  Expenses

  	
   

  	
  $

  	
  2,000

  	
   

  
	
  Note Payable
  (Kreloff)

  	
   

  	
  $

  	
  29,849

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EQUITY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A Round 

  	
   

  	
  $

  	
  10,050

  	
   

  
	
  A Round In-Kind
  Contributions

  	
   

  	
  $

  	
  40,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL
  LIABILITIES PLUS EQUITY

  	
   

  	
  $

  	
  81,889 

  	
   

  



 

















 


EXHIBIT 3.2


 


INVESTMENT AGREEMENT


 


[See Exhibit 10.2 to this Registration Statement on Form SB-2]


 

















 


EXHIBIT 3.5


 


FINANCIAL STATEMENTS OF MAUNA KEA


 

















 


MAUNA KEA ENTERPRISES, INC.


 


(A DEVELOPMENT STAGE COMPANY)


FINANCIAL STATEMENT


DECEMBER 31, 2006 (Unaudited)


AND JUNE 30, 2007 (Unaudited)


 

















 


MAUNA KEA ENTERPRISES, INC.


(A DEVELOPMENT STAGE COMPANY)


 


BALANCE SHEETS


DECEMBER 31, 2006 AND JUNE 30
2007


(Unaudited)


 


	
   

  	
   

  	
  June 30 2007

  	
   

  	
  December 31 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL ASSETS

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIABILITIES

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts payable

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STOCKHOLDERS’
  (DEFICIT):

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Preferred stock,
  no stated value; authorized 10,000,000 shares issued and 0 outstanding.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Common stock,
  $.0001 par value; authorized 25,000,000 shares; issued and 1,000,000 outstanding

  	
   

  	
  90

  	
   

  	
  90

  	
   

  
	
  Additional
  paid-in capital

  	
   

  	
  1,161

  	
   

  	
  1,161

  	
   

  
	
  Deficit
  accumulated during the development stage

  	
   

  	
  (1,251

  	
  )

  	
  (1,251

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  stockholders’ (deficit)

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL
  LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  



 


See accompanying notes.


 

















 


MAUNA KEA ENTERPRISES, INC.


(A DEVELOPMENT STAGE COMPANY)


 


STATEMENTS OF OPERATIONS


FOR THE PERIOD FROM NOVEMBER 1996
(DATE OF INCEPTION)


TO JUNE 30, 2007


(Unaudited)


 


	
   

  	
   

  	
  Six Months ended 

  June 30, 2007

  	
   

  	
  November 1996 

  (Date of Inception)

  to Dec 31, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVENUES

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OPERATING
  EXPENSES

  	
   

  	
  —

  	
   

  	
  1,251

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NET
  (LOSS)

  	
   

  	
  $

  	
  (0

  	
  )

  	
  $

  	
  (1,251

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NET
  (LOSS) PER COMMON SHARE

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Basic and
  Diluted

  	
   

  	
  $

  	
  nil

  	
   

  	
  $

  	
  nil

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEIGHTED
  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Basic and
  Diluted

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  



 


See accompanying notes


 

















 


MAUNA KEA ENTERPRISES, INC.


(A DEVELOPMENT STAGE COMPANY)


 


STATEMENTS OF STOCKHOLDERS’
(DEFICIT)


FOR THE PERIOD FROM NOVEMBER,
1996 (DATE OF INCEPTION)


TO JUNE 30, 2007


(Unaudited)


 


	
   

  	
   

  	
  Preferred Stock

  	
   

  	
  Common Stock

  	
   

  	
  Additional

  	
   

  	
  Deficit 

  Accumulated 

  During

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares

  	
   

  	
  Amount

  	
   

  	
  Shares

  	
   

  	
  Amount

  	
   

  	
  Paid-in Capital

  	
   

  	
  Development Stage

  	
   

  	
  Total

  	
   

  
	
  BALANCE, Nov
  1996

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,000,000

  	
   

  	
  $

  	
  90

  	
   

  	
  $

  	
  1,161

  	
   

  	
  $

  	
  (1,251

  	
  )

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXPENSES PAID BY
  STOCKHOLDER AND DONATED TO THE COMPANY

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NET (LOSS) FOR
  THE YEAR ENDED Dec 31 2006

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  —

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BALANCE
  DECEMBER 31, Dec 31 2006

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,000,000

  	
   

  	
  $

  	
  90

  	
   

  	
  $

  	
  1,161

  	
   

  	
  $

  	
  (1,251

  	
  )

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXPENSES PAID BY
  STOCKHOLDERS AND DONATED TO THE COMPANY

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NET (LOSS) FOR
  THE PERIOD ENDED JUNE 30, 2007

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BALANCE,
  JUNE 30, 2007

  	
   

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  1,000,000

  	
   

  	
  $

  	
  90

  	
   

  	
  $

  	
  1,161

  	
   

  	
  $

  	
  (1,251

  	
  )

  	
  $

  	
  0

  	
   

  
																					



 

















 


MAUNA KEA ENTERPRISES, INC.


(A DEVELOPMENT STAGE COMPANY)


 


STATEMENTS OF CASH FLOWS


FOR THE PERIOD FROM NOVEMBER,
1996 (DATE OF INCEPTION) TO JUNE 30, 2007


(Unaudited)


 


	
   

  	
   

  	
  June 30 2007

  	
   

  	
  November 1996 

  (Date of Inception) 

  to 

  December 31, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CASH FLOWS FROM
  OPERATING ACTIVITIES:

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  (1,251

  	
  )

  
	
  Net (loss)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adjustments to
  reconcile net (loss) to net cash used by operating activities:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses paid by
  stockholders And donated to the company

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Changes in
  operating liabilities:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts payable

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NET CASH USED BY
  OPERATING ACTIVITIES

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CASH FLOWS FROM
  INVESTING ACTIVITIES:

  	
   

  	
  —

  	
   

  	
  1,251

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CASH FLOWS FROM
  FINANCING ACTIVITIES:

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NET INCREASE IN
  CASH AND CASH EQUIVALENTS 

  	
   

  	
  — 

  	
    

  	
  — 

  	
    

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CASH AND CASH
  EQUIVALENTS, AT BEGINNING OF YEAR 

  	
   

  	
  — 

  	
    

  	
  — 

  	
    

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CASH AND CASH
  EQUIVALENTS, AT END OF YEAR

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  



 

















 


MAUNA KEA ENTERPRISES, INC.


(A DEVELOPMENT STAGE COMPANY)


 


STATEMENTS OF CASH FLOWS
(Continued)


FOR THE PERIOD FROM NOVEMBER,
1996 (DATE OF INCEPTION) TO JUNE 30, 2007


(Unaudited)


 


 


	
   

  	
   

  	
   

  	
   

  	
  September 19, 2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Date of Inception)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  to

  	
   

  
	
   

  	
   

  	
  June 30, 2007

  	
   

  	
  December 31, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL
  DISCLOSURE OF CASH FLOW INFORMATION

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CASH PAID DURING
  THE YEAR FOR:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  Taxes

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NON-CASH OPERATING
  ACTIVITIES:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses paid by
  stockholders and donated to the company

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  



 


See accompanying notes.


 

















 


MAUNA KEA ENTERPRISES, INC.


(A DEVELOPMENT STAGE COMPANY)


 


NOTES TO FINANCIAL STATEMENTS


 


	
  1.

  	
   

  	
  NATURE OF BUSINESS AND HISTORY OF COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mauna Kea Enterprises, Inc. (the “Company”) was
  incorporated on November 27, 1996 in the state of Colorado to make a
  distribution of the Shares to the Distributees. The purpose of the
  Distribution is to cause the Company to become widely-held, thereby allowing
  it the opportunity to merge in the future with a privately-held company
  seeking a larger stockholder base.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Basis of Presentation – The Company’s financial statements
  have been prepared on an accrual basis of accounting, in conformity with
  accounting principles generally accepted in the United States of America.
  These principles contemplate the realization of assets and liquidation of
  liabilities in the normal course of business.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Net (Loss) Per Share – The Company adopted Statement of
  Financial Accounting Standards No. 128 that requires the reporting of both
  basic and diluted earnings (loss) per share. Basic earnings (loss) per share
  is computed by dividing net income (loss) available to common stockholders by
  the weighted average number of common shares outstanding for the period.
  Diluted earnings (loss) per share reflects the potential dilution that could
  occur if securities or other contracts to issue common stock were exercised
  or converted into common stock. In accordance with FASB 128, any
  anti-dilutive effects on net income (loss) per share are excluded.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 

















 


	
   

  	
   

  	
  Recently Issued Accounting Standards Not Yet Adopted
  - There currently are no recently issued accounting standards with pending
  adoptions that have any applicability to the Company.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  GOING CONCERN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The accompanying financial statements have been
  prepared assuming that the Company will continue as a going concern, which
  contemplates the recoverability of assets and the satisfaction of liabilities
  in the normal course of business.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The ability of the Company to continue as a going
  concern is dependent upon its ability to find a suitable acquisition/merger
  candidate, raise additional capital from the sale of common stock and,
  ultimately, the achievement of significant operation revenues. The
  accompanying financial statements do not include any adjustments that might
  be required should the Company be unable to recover the value of its assets or
  satisfy its liabilities.

  
	
   

  	
   

  	
   

  
	
  3. 

  	
   

  	
  PREFERRED STOCK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company has not assigned any preference rights
  to the preferred stock.

  
	
   

  	
   

  	
   

  
	
  4. 

  	
   

  	
  EXPENSES PAID BY STOCKHOLDER AND DONATED TO THE
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company is using office space on a rent-free basis
  from the Company’s President at 2560 W. Main Street, Suite 200, Littleton, CO
  80120.

  



 

















 


EXHIBIT 5.7


 


INVESTOR RIGHTS AGREEMENT


 


[See Exhibit 4.1 to this Registration Statement on Form SB-2]


 

















 


EXHIBIT 8.4


 


OFFICERS TO BE APPOINTED


 


President/Chief
Executive Officer, Treasurer and Secretary – Mark H. Kreloff