AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON MARCH 16, 2000
                                               REGISTRATION NO. 333-____________



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                        PINNACLE BUSINESS MANAGEMENT, INC.
             (Exact Name of Registrant as Specified in Its Charter)



             NEVADA                                           91-1871963
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)





                      2963 Gulf to Bay Boulevard, Suite 265
                           Clearwater, Florida 33759
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                               Jeffrey G. Turrino
                      2963 Gulf to Bay Boulevard, Suite 265
                           Clearwater, Florida 33759
                                 (727) 669-7781
           (Name, Address, and Telephone Number of Agent for Service)


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

<S>                  <C>           <C>                         <C>                        <C>


Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee


Common Stock,
par value $0.001      1,525,000     $ 0.25 (1)                 $381,250                   $100.65


(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
March 9, 2000.

</TABLE>


                                        1
<PAGE>

                                EXPLANATORY NOTE

Pinnacle  Business  Management,  Inc.,  ("PCBM")  has prepared this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933, as amended (the "1933 Act"), to register certain shares of common
stock,  $.001  par  value  per  share,  issued  to certain selling shareholders.

Under cover of this Form S-8 is a Reoffer Prospectus PCBM prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings and resales of up to 1,525,000 shares of common stock
acquired  by  the  selling  shareholders.


                                        2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

PCBM  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  PCBM does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.


                                        3
<PAGE>


                               REOFFER  PROSPECTUS

                       PINNACLE  BUSINESS  MANAGEMENT,  INC.
                    2963  GULF  TO  BAY  BOULEVARD,  SUITE  265
                          CLEARWATER,  FLORIDA  33759
                               (727)  669-7781

                       1,525,000  SHARES  OF  COMMON  STOCK


The  shares  of  common  stock, $0.001 par value per share, of Pinnacle Business
Management, Inc. ("PCBM" or the "Company") offered hereby (the "Shares") will be
sold  from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders").  The Selling Shareholders
acquired  the  Shares pursuant to a Consulting Agreement for consulting services
that  the  Selling  Shareholders  provided  to  PCBM.

The  sales  may  occur  in  transactions  on the NASD Over-The-Counter market at
prevailing  market  prices or in negotiated transactions.  PCBM will not receive
proceeds  from  any  of  the  sale  the Shares.  PCBM is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

PCBM's  common  stock  is currently traded on the NASD Over-the-Counter Bulletin
Board  under  the  symbol  "PCBM."

                        ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  17.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                  March 10, 2000


                                        4
<PAGE>

                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information          5
Incorporated  Documents                           5
The  Company                                      7
Risk  Factors                                     17
Use  of  Proceeds                                 20
Selling  Shareholders                             21
Plan  of  Distribution                            21
Legal  Matters                                    22
Experts                                           22

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

PCBM is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the ASEC@) as
required  by  the  Securities Exchange Act of 1934, as amended (the A1934 Act@).
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows PCBM to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.


                                        5
<PAGE>

PCBM's  Report  on  Form  8-K,  dated  March  6,  2000 is incorporated herein by
reference.  PCBM  also  incorporates  herein  by  reference  the  Form 10-SB, as
amended,  filed  by  MAS  Acquisition  XIX  Corp.,  the  Company's  predecessor,
originally  filed  on  August  31,  1999.  In  addition,  all documents filed or
subsequently  filed  by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the  1934  Act,  before  the  termination  of this offering, are incorporated by
reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at PCBM at PCBM's executive offices, located at 2963
Gulf to Bay Boulevard, Suite 265, Clearwater, FL 33759.  PCBM's telephone number
is  (727)  669-7781.


                                        6
<PAGE>

                                THE  COMPANY

BUSINESS

This  Reoffer  Prospectus contains certain forward-looking statements within the
meaning  of the federal securities laws.  Actual results could differ materially
from  those  projected  in  the  forward-looking  statements  due to a number of
factors,  including  those  set forth under "Risk Factors" and elsewhere in this
Reoffer  Prospectus.

SUMMARY

     Pinnacle  Business  Management  Inc.  ("Pinnacle"  or  the  "Company") is a
holding  company  with two subsidiaries actively engaged in consumer lending and
deferred  deposit  services.  Pinnacle  is a Nevada corporation chartered in May
1997.

     Originally, Pinnacle was a wholly-owned subsidiary of 300365 BC, Ltd. d/b/a
Peakers  Resources  Company,  a  Canadian  corporation  (the  "Predecessor").The
Predecessor  was  organized  in  1986  to  conduct  mining operations, but never
actively  engaged  in  business.  On  May  15,  1997,  the  shareholders  of the
Predecessor agreed to exchange all the shares of the Predecessor with the shares
of  the Company on a share-for-share basis.  The Predecessor became inactive and
its  business  was  wound  up.  United  States residents now own the majority of
Pinnacle's  shares.

     In  1997, Pinnacle acquired Fast Title Loans, Inc.("Fast Title"). It did so
by  forming  JTBH Corporation, a wholly owned subsidiary, which merged with Fast
Title on a share for share basis. Fast  Title was the surviving  entity  and  is
now  a  wholly  owned  subsidiary  of  Pinnacle.

     Fast  Title  is  a consumer lender chartered in Florida in April, 1996.  It
makes relatively short term loans on the basis of a security interest in vehicle
titles.

     In  1998,  Pinnacle  formed  Fast  PayCheck  Advance of Florida, Inc.("Fast
PayCheck"),  also  a  wholly  owned  subsidiary.   Fast  PayCheck  is  a Florida
corporation.  Fast  Paycheck  offers  deferred  deposit  services  to individual
customers  who  find  it  difficult  to  obtain  credit.

     In  1998,  Pinnacle  formed  Summit  Property,  Inc.  ("Summit Property") a
Florida  corporation.  Summit  Property  is  inactive.

BUSINESS  OF  THE  ISSUER

     Pinnacle  is a Company in transition. In the past, Fast Title, its consumer
lending  subsidiary,  has  generated all of its revenues. Fast Title lends money
short-term,  secured  by  the borrower's vehicle title. Certain local ordinances
recently  enacted create a hostile environment for the title loan business. As a


                                        7
<PAGE>

result,  the  Company  plans to discontinue its efforts to expand the Fast Title
business.  It  plans,  instead, to concentrate on the Fast PayCheck business and
its  potential  for  growth.

      Fast  PayCheck offers payday deferred deposit services to individuals. The
maximum amount of a deferred deposit is $500. The Company has recently signed an
agreement  to  offer  Fast  PayCheck  services through Mail Boxes Etc. USA, Inc.
stores  ("MBE Agreement"). Management is very optimistic about the potential for
growth  in this business endeavor.  Operations are expected to render a yield to
the Company, which should grow conservatively for several years into the future.
Mail  Boxes Etc. USA, Inc. ("MBE") has over 3000 locations in the United States.
Locating in even a fraction of these stores could greatly expand the business of
Fast  PayCheck.

     Illustrated  below  is  an  estimate  of  the  percentage  of total revenue
contributed  to  Pinnacle  by  Fast  Title  operations compared to Fast PayCheck
operations;

<TABLE>
<CAPTION>
<C>   <S>           <C>   <C>
1997  Fast title =  100%  Fast PayCheck = 0%
1998  Fast title =   99%  Fast PayCheck = 1%
1999  Fast title =   95%  Fast PayCheck = 5%
</TABLE>

     In 1999, the Company has spent approximately $100,000 on new proprietary
software  to  process  its payday deferred deposit operations.  This system also
services  the  title  loan  business;  it  accepts and processes all information
necessary  for  Pinnacle'  s  bookkeeping  system.

     These  costs are incurred at the same time the cash flow from Fast Title is
decreasing.  Management  believes  that  any negative impact on revenues will be
temporary.  Net  income  should  increase as the new operations begin generating
revenues.

Fast  Title
-----------

     Fast  Title  loans  money  on  motor  vehicle  titles.  It markets loans to
individuals  and  businesses  with  poor  or  non-existent  credit.  Fast  Title
provides  fast  access  to short-term cash loans.  Borrowers pledge the title of
their  vehicle  as  collateral.  The  Company  will  not  accept  a  vehicle  as
collateral  unless  there  are  no  other  outstanding liens on the vehicle.  No
credit  checks on the individual are required.  The individual generally retains
the  use  of  his  vehicle  during  the  loan  period.

     Loan  amounts  are  generally  less  than 40% of the blue book value of the
collateral.  The  maximum interest rate is 22% per month, the maximum allowed by
Florida  law.  The average net yield to the Company is 12%.  The average loan is
$500.00.  The  average term of a loan is four months, but the term may extend to
a  year.  In  Florida,  the  law  provides  that a creditor may keep any surplus
realized  from  the  repossession  and  the  sale  of  the vehicle. Fast Title,
however, does not repossess vehicles on a regular basis. It is the policy of the


                                        8
<PAGE>

Company  to  repossess  only if there is no activity on the account for 60 days,
and  only  after efforts are made to secure repayment of the loan. In 1999, Fast
Title  netted  approximately  $1,200  from  the  sales  of repossessed vehicles.

     Fast  Title  recently consolidated its eight store front locations, and now
markets  its  services  through  six store locations, telephone solicitation and
newspaper  and  Yellow  Pages  advertisements.  Management plans to keep the six
store  locations  open  but  does not intend to open any more stores. Fast Title
holds  a  consumer-lending license from the State of Florida pursuant to Florida
Statutes  Chapter 538.  This license requires Pinnacle to register and pay a fee
for  each  location.  Pinnacle  is  subject  to the pawn broker laws of Florida.

Fast  Title  Competition

     Fast  Title's  primary  competitor  is  Florida  Title Loans, Inc.("Florida
Title").  Florida  Title  has  300  locations  in  the  Southeast and has a long
operating  history.  Florida  Title  has  a  loan  to  value ratio of 33% of the
wholesale  value  of the collateral.  Fast Title has a loan to value ratio of up
to  50% of the wholesale value of the collateral.  Fast Title therefore competes
with  the  larger  distribution  base  by  attracting  a  wider  market.

     Fast  Title's  second  major  competitor  is  Speedy Cash.  Speedy Cash has
approximately  200  locations.  Speedy Cash is located in the states of Florida,
Georgia,  Mississippi,  South  Carolina  and North Carolina. Management believes
that  it effectively competes with Speedy Cash. The presence of these competitor
companies is favorable for Fast Title.  These companies advertise heavily.  This
publicity  educates  consumers  about  the  title loan method of borrowing cash.
Fast  Title  to  some extent experiences the same seasonal fluctuations that any
consumer  lending facility would experience. It may experience a slight increase
in  business  during  the  Christmas  season,  for  example. It is not, however,
considered  a  seasonal business. Any such fluctuations are relatively minor and
are  not  considered by Management in the overall planning and budgeting for the
Company.

Fast  PayCheck
--------------

     Fast  PayCheck offers deferred deposit services to individuals with poor or
non-existent  credit  or  who need short-term financing.  Fast PayCheck provides
fast access to short-term cash.  Customers complete an application. If accepted,
the  customer writes a post-dated personal check to Fast PayCheck. Fast PayCheck
then  issues the customer a debit card.  Pinnacle holds the personal check until
the  customer's  payday,  and  then  electronically debits the individual's bank
account. The transaction is considered an exchange of a payment instrument for a
payment  instrument.  As  a  result,  Fast PayCheck is not considered a paycheck
lender,  but  a  money  transmitter.  No  credit  checks  on  the individual are
required.

     Fast  PayCheck  charges the customer a fee of 10% of the check amount and a
$5  transaction fee.  The maximum amount of a loan is $500.00.  The average loan
is  $200.  The  maximum  term  of  a loan is two weeks.  The Company receives an
average  return  of  25%  per  month  on  these  transactions.


                                        9
<PAGE>

     Pinnacle  has  a  contract  with  Comdata  Network,  Inc.  d/b/a  Comdata
Corporation  ("Comdata")  and Master Card to issue the borrower the pre-credited
private  label  debit  card  for the amount of the personal check minus the fees
charged.  Distribution  of funds to the customer is only made through this debit
card  system.  This  insures  maximum  security  at  the  store  locations  by
eliminating  the need for each store to carry large amounts of cash. The Company
keeps  a  bank  account  by agreement with  Master Card. This account  generally
keeps  a  balance of  up to $50,000.  Purchases made by a customer's use of  the
debit  card  are  deducted from Pinnacle's Master Card cash account. If Pinnacle
does  not  keep sufficient cash in the account, Master Card will not honor debit
card  purchases.

     Pinnacle  also  has  a  remarketing  agreement  with  Comdata.  This allows
Pinnacle to offer the  card to its competitors and receive transactional revenue
from  the  card  usage.  At the present time, the Company receives little income
from  this  agreement.  Pinnacle  also  receives recurring revenue through a per
transaction  fee  associated with the customer's use of  the Fast PayCheck debit
card.

     In  third  quarter  1999,  Fast  PayCheck  and Pinnacle signed a three year
contract  with  MBE  to offer Fast PayCheck services in MBE locations throughout
the  United  States. MBE is a franchiser of retail outlets ("MBE Centers") which
provide  a  variety of postal, business and communication services to businesses
and  the  general  public.  Through  this Agreement, Fast PayCheck may offer its
services  in  any  participating  MBE  Centers.  To  participate,  an individual
franchisee  must  agree to offer Fast PayCheck services in their MBE Center. The
MBE  Agreement  carries an option to renew upon terms agreed to by MBE, Pinnacle
and  Fast  PayCheck.

          Under  the  terms  of  the  MBE  Agreement,  customers  complete  the
application  and  provide  it to MBE personnel. MBE Centers fax the documents to
Pinnacle's  call  center  and  distribute  a  card  to  the  borrower at the MBE
location.  MBE is paid $3.50 per transaction. Management intends the call center
to  receive  the  fax application from the MBE centers, qualify the application,
enter the customers information into the computer, re-fax the approval or denial
and  activate  the  debit  card  for  the  customer.

     Currently,  Fast PayCheck offers its services in Fast Title and Florida MBE
Center locations. Pinnacle intends to expand into a multi-state operation in the
year  2000  offering  services  in  MBE Centers.  By the end of 2001, Management
plans  to  expand  into  every MBE location in states with laws favorable to the
provisions  of  Fast  PayCheck  services.  Several  states  have usury laws, for
example, that would prohibit Fast PayCheck practices.  Management estimates that
as  many  as  2800  MBE  stores  are  located in favorable states. At this time,
Pinnacle  has  applied for the appropriate licenses in Idaho, Missouri, Utah and
Indiana.


                                       10
<PAGE>

     Fast  PayCheck  holds  a  license  from  the State of Florida Department of
Banking  and  Finance  pursuant  to  the  provisions of Florida Statutes 560.200
through  560.213.

Fast  PayCheck  Competition

     Fast PayCheck competes with paycheck lenders and check cashers. Its largest
competitor  is  Ace  Check  Cashing.  Ace  has  approximately  1,800  locations
throughout  the  United  States.  However,  Ace cashes checks. Fast PayCheck can
offer  a  customer  the  use of funds before the paycheck is actually deposited.
Therefore,  Ace's  competitive  effect  is  minimal.

     Several  companies  offer  payday  advance  loans.  These  companies  are
considered  lenders  and  must  comply  with  consumer lending laws to a greater
extent  than  Fast  PayCheck.  These  companies  have  received  a great deal of
negative  press  because  they will "roll" the loaned amount into a greater loan
term  with the payment of additional fees. Many customers find themselves having
to  borrow against their paycheck in this manner every pay period. Fast PayCheck
will  not roll any amounts forward. Fast PayCheck will not credit the debit card
unless  all  prior  amounts  have  been  paid through the electronic debit. As a
result,  a  true  comparison  of  Fast PayCheck and traditional paycheck advance
lenders  cannot  be  made.

     Fast  PayCheck's payday advance business has not operated for a full fiscal
year.  Presently, Management does not know whether Fast PayCheck's business will
be  seasonal  in  nature.  Management  anticipates  a small increase in business
during  the  Christmas season as individuals need cash to meet holiday expenses.

EMPLOYEES

     Pinnacle  has  four  full time employees.  Fast Title employs 11 people. Of
the  Fast  Title employees, eight manage the stores and three are administrators
in  the  corporate  office.

     Fast PayCheck currently employs 15 people. Currently, ten employees operate
the  call  center. Management is currently hiring more employees to man the call
center.  More  people will be added as additional business is added from the MBE
Agreement.  At  this time, it is not possible to estimate the amount of business
the  MBE  Agreement will generate or the resulting number of employees needed by
Fast  PayCheck.

     Both  Michael  Bruce  Hall and  Jeff Turino have employment agreements with
the Company.

REGULATIONS
-----------

     GENERAL. The Company is, or expects to be, subject to regulation in several
     --------
jurisdictions  in which it operates, including jurisdictions that regulate check
cashing  fees,  or  require the registration of check cashing companies or money
transmission  agents. The Company is also subject to regulation in jurisdictions
where  it  offers  title  loans. In addition, Pinnacle is subject to federal and


                                       11
<PAGE>

state  regulation  relating  to  the reporting and recording of certain currency
transactions.

     STATE  REGULATIONS.  Florida  law  requires  licensing  and regulates check
     -------------------
cashing  fees.  The ceiling on fees is in excess or equal to the fees charged by
the  Company.

     As  the  Company's  operations  expand,  check  cashing  fee  ceilings  in
additional jurisdictions could have an adverse effect on the Company's business.
Existing  fee  ceilings  could restrict the ability of the Company to expand its
operations  into  certain  states.

     The  Company  must  be  licensed  as a check casher in all jurisdictions in
which  it  offers  payday  deferred  deposit  services  and must comply with the
regulations governing those services.  In addition, in some jurisdictions, check
cashing  companies  or  money  transmission  agents are required to meet minimum
bonding  or capital requirements and are subject to record-keeping requirements.

     FEDERAL  REGULATIONS.
     ---------------------

     The  Money  Laundering  Suppression Act of 1994 added a section to the Bank
Secrecy  Act  requiring  the  registration of businesses, like the Company, that
engage  in check cashing, currency exchange, money transmission, or the issuance
or  redemption of money orders, traveler's checks, and similar instruments.  The
purpose  of  the  registration  is  to enable governmental authorities to better
enforce  laws  prohibiting  money  laundering and other illegal activities.  The
registration  requirement  was  suspended  pending  the  adoption of regulations
implementing  the  statute,  and  in  May 1997, the Financial Crimes Enforcement
Network  of the Treasury Department ("FinCEN") proposed regulations for comment.
In August 1999, FinCEN announced the adoption of final implementing regulations,
effective  September  20,  1999.  The  regulations  require  "money  services
businesses"  to  register  with  the Treasury Department, by filing a form to be
adopted  by  FinCEN, by December 31, 2001, and to re-register at least every two
years  thereafter.  The  regulations also require that a money services business
maintain  a  list  of  names  and addresses of, and other information about, its
agents  and  that  the  list be made available to any requesting law enforcement
agency (through FinCEN).  That agent list must first be maintained by January 1,
2002,  and  must be updated at least annually.  Though FinCEN must adopt further
regulations  and procedures to more fully implement these requirements, based on
the  newly  adopted regulations, management of the Company does not believe that
compliance  with  these  requirements  will  have  any  material  impact  on the
Company's  operations.

     In  November  1999, the Federal Reserve Board proposed new regulations that
would  include  "payday  loans"  as  credit for purposes of the federal Truth in
Lending  Act.  The  Company's  lending  activities  may  be  subject  to the new
regulations,  if  the  Company's  activities  are  included in the definition of
payday  lending.  The  proposed  regulations require that payday lenders clearly
disclose  the  interest  rate  of  the  loan,  calculated on an annual basis, to
consumers  applying  for  credit.  The  Company  expects  that the effect of the
proposed  regulations on the Company will be minimal because Florida law already
requires  such  disclosures,  and  the  Company  complies.  The  regulations, if
adopted,  would  become  effective October 1, 2000. Compliance with the proposed
regulations  is  optional  until  that  date.


                                       12
<PAGE>

     To  the extent that use of the debit card falls within the Electronic Funds
Transfer  Act,  Federal  Reserve  Board Regulation E will apply to Fast PayCheck
transactions.  These  govern electronic funds transfers ("EFT") between customer
accounts.  Primarily, the Act and regulation 1) require EFT merchants to provide
customers  with  certain  disclosures, 2 detail the circumstances under which an
EFT  merchant  may  issue  a card, 3) limit a customer's liability for a lost or
stolen  card,  and 4) require EFT merchants to follow certain dispute resolution
procedures.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     Management's  discussion  is  based  on an analysis of the audited year end
financial  statements  for 1997 and 1998, and unaudited financial statements for
year  end  1999.

 Plan  of  Operation

     Operating  expenses  for the Company are approximately $1,100,000 annually.
Management  expects that expenses will be greater in the near future, due to the
costs  of  expansion  of  Fast  PayCheck  services.

     The  Company  has suffered substantial net operating losses in each of 1997
and  1998. Management expects audited 1999 financial statements to also indicate
a  net  loss.  In  addition,  the  Company  has  a $100,000 note payable with an
investor  that  expired  May 14, 1999.The investor has not yet called this loan.
There  is  no  agreement  as  of  yet  to the terms of a possible reinstatement.
Moreover,  the  Company  has approximately one million dollars in debt that will
mature  between  February  28,  2000  and December 31, 2000. At this time, it is
unlikely  that  the  Company  will  have adequate capital available to repay the
debt.  If  these  loans  are  called,  the Company's financial condition will be
further  negatively  impacted.  The  Company  is  also defending various lawsuit
claims  which, if lost, would negatively impact the Company. Even if the outcome
is  positive,  the  cost  to  the  Company  in legal fees and employees' time is
substantial.

     To  meet  these  needs  over the next twelve months, Management is pursuing
both  the  reduction  of  debt  and  the  increase  of  revenue.  The Company is
negotiating  with investors to either extend the existing obligations or convert
the  debt  to  equity.  Additionally,  Management  is  vigorously  defending the
lawsuits  that have been filed. Management believes that the Company is entitled
to  certain  offsets  against  the  claims in litigation. Further, Management is
seeking  an  alliance  partner or banking institution that could offer long-term
debt  to  carry  the  expenses  of  the  Company  until  revenues are increased.


                                       13
<PAGE>

     At  the  same  time,  Management  expects  revenues to increase as  the MBE
Centers  begin processing Fast PayCheck services.  Any increase will be affected
by  the length of time it takes to complete the licensure process in each state,
and  the  agreement  of each of the franchisees to start servicing Fast PayCheck
customers.  The  number  of customers who participate at each location will also
affect  any  increase.

     Further,  future  income  could  be  severely affected by new federal laws,
various  state  laws  and/or  local ordinances that Fast PayCheck may encounter.
For  example,  should federal interest rates continue to rise, the cost of funds
to  Fast  PayCheck  may  increase.  State usury laws may limit any increase Fast
PayCheck  can pass through to its customers.  This could effectively reduce Fast
PayCheck's  margin  and  therefore  reduce  revenues.

Past  and  Future  Financial  Condition

     Total  Assets of the Company are $1,426,508 at year end 1997; $1,606,122 at
year  end  1998,  and  $  1,749,799  at  year  end  1999. The slight increase is
attributable  primarily  to  the acquisition of computer equipment and software.
The  deferred tax benefit realized in 1998 and 1999 accounts for the increase as
well. Liabilities, however, have substantially increased from $1,724,497 at year
end  1997  to  $2,033,959 at year end 1998, and $2,078,376 at year end 1999. The
increase  is  due  in  large  part to maturing long term debt. This results in a
current  stockholders'  deficit  as  reflected  in  the  financial  statements.
Management  cautions  that  the  current financial condition of the Company will
continue  in  its weak condition until and unless the business envisioned in the
MBE  Agreement  materializes.

Results  of  Operations

     Revenue has decreased from $1,459,026 at year end 1997 to $633,478 year end
1998.  In  1999,  Management  estimates  revenue of $409,341. This is due to the
loss  of  business experienced by Fast Title.  Unfortunately, operating expenses
continue to increase over the same time period, from $1,063,372 year end 1997 to
$1,101,311  year  end 1998. In 1999, year end operating figures are estimated to
be  $1,553,392.  The  amount of expenses is reasonable considering the expansion
and  litigation expenses the Company has borne. As a result, Management believes
that  the financial condition of the Company will improve substantially by 2002.

Liquidity

     Maintaining  sufficient  liquidity is a material challenge to Management at
the  present  time.  The  Company has customer loans receivable of $1,001,658 in
1997;  $804,708  in  1998;  and  $839,851  in  1999. With the application of net
allowance  for  doubtful  accounts,  this  results  in a net loans receivable of
$870,965  in  1997; $743,877 in 1998; and $831,268 in 1999. Further, the Company
owns  a  note  receivable dated December 29, 1997 for $25,000 with 18% per annum
interest.  The  principal balance and accrued interest is due and payable on the
earlier of 1) a private placement being completed in whole or part including but
not  limited to, any escrow disbursements of any funds to the maker, or 2) March
27,  2000.  There  are  no  payments  received  in  1997,1998,  or  1999.


                                       14
<PAGE>

     In August 1999, the Company secured a national contract with Comdata.  This
contract allows the distribution of the Fast PayCheck debit card at the point of
sale  locations. As a result, the Company is in negotiation with its competitors
to  allow  them  to  use  the debit card system.  This may generate revenue on a
broader  basis  and  increase  Company  value.

Capital  Expenditures

     The  Company  is  engaged  in  consumer  finance  and electronic technology
development.  As  a  result,  capital  expenditures  are  not  substantial.  The
facilities  are  leased.  Property  and equipment net costs are $70,902 in 1997,
$101,761  in  1998,  and  $169,417  in 1999. This represents approximately 6% of
total operating expenses in 1997; 9% in 1998, and 10% in 1999. Substantially all
of  the  value  of  the  Company  is  not  in physical assets but in the ongoing
operations  of  the  Company.  Should  the  Company be liquidated, there are few
assets  to  distribute  to  creditors  or  shareholders.

     Non-cancelable lease commitments run until 2002. The total amount due under
the  lease  terms, however, for 2000 is $37,373. Rent and related expenses under
operating leases amount to $110,923 for 1997; $83,792 for 1998, and $167,641 for
1999.  The  Company  is  operating  various locations on a month to month basis.

Litigation

     The  Company  is in the process of settling litigation involving a claim in
Bankruptcy  by  First  American  Reliance, Inc. against the Company for $800,000
Including  9%  interest,  for  amounts  loaned  and  advanced  by First American
Reliance,  Inc.  The Company  had asserted a defense and set off alleging monies
due to Pinnacle from stock  subscriptions  in 1998, which were never turned over
to the Company.  Pinnacle accrued a liability for $538,276 in 1998 and $355, 755
in  1997,  respectively.  The  financial  condition  of the Company will benefit
greatly  from  settlement  of  the  suit  without  liability  to  the  Company.

Tyler  Jay  &  Company,  L.L.C.  and  First  American  Reliance,  Inc.
----------------------------------------------------------------------

The  first  proceeding regarding Tyler Jay is an adversary proceeding brought by
the  Trustee in Bankruptcy of First American Reliance, Inc.("the Debtor") in the
United  States  Bankruptcy  Court,  Western  District,  New  York,  BK  Case No.
98-23906,  AP  No.  99-2186,  entitled Douglas J. Lustig, as Trustee v. Pinnacle
                                       -----------------------------------------
Business Management, Inc., and Fast Title Loans, Inc.  The trustee is seeking to
----------------------------------------------------
recover  purported loans from the Debtor to Fast Title and/or Pinnacle, in a sum
of approximately $800,000.  An answer to the suit has been filed and the parties
are  currently in the discovery process.  Management has agreed to determine the
actual  amount  of the loans against proceeds of a private placement diverted by
the  Debtor's  principal using a separate corporation.  Management believes that
the  setoff for funds diverted during the private placement will equal or exceed
the  amounts  loaned  to  Fast  Title.

     In the second proceeding, Pinnacle and Fast Title Loans are defendants in a
pending  civil  action  instituted  in  1999, in Erie County, New York, entitled
Tyler  Jay  &  Company,  L.L.C.  v. Fast Title Loans, Inc. and Pinnacle Business
--------------------------------------------------------------------------------
Management,  Inc.,  Index  No. I-1999/5697.  Plaintiffs asserts a claim for fees
------------------------------------------


                                       15
<PAGE>

and  commissions  arising  from  loans  made  by  the  Debtor  in the previously
described  adversary  proceeding  and  sums  lost by Tyler Jay allegedly because
Tyler Jay was not permitted to conduct the private placement noted above.  Tyler
Jay  claims  that it is owed certain monies and stock options, which damages are
allegedly in excess of $600,000.  Fast Title and Pinnacle have filed a motion to
dismiss the case alleging that the New York courts do not have jurisdiction over
them  in this matter.  They have also asserted that Tyler Jay is not entitled to
recovery since the agreed-upon services were not provided.  Moreover, Fast Title
and  Pinnacle  have  filed a counterclaim seeking $34,000, the sum paid to Tyler
Jay,  on  the  basis  that  Tyler Jay's fraudulent representations and breach of
fiduciary  duty  damaged  them.

Peter  Polland  and  Euro  Products
-----------------------------------

     By  letter dated October 14, 1999, addressed to  Fast Title and Pinnacle, a
law  firm  representing Peter Pollard and Euro Products Limited demanded payment
of  the sum of $300,000 with accrued interest for default in payment obligations
relating to certain business arrangements.  These obligations are evidenced in a
promissory  note  in  the  principal  amount  of  $300,000  dated June 28, 1999,
executed by Pinnacle in favor of Euro Products Limited.  Fast Title is neither a
party  to  nor  a  guarantor  of the promissory note.  The demand was reduced to
$200,000  by  reason of a payment of $100,000 that was made.  Pinnacle's counsel
responded  to  said  demand  by  letter dated November 5, 1999, which proposed a
schedule  as  to  payment  by Pinnacle of the $200,000 outstanding balance owing
under the note.  As of the date hereof, Peter Pollard and Euro Products have not
responded,  in  writing  or otherwise.  Neither Pinnacle nor Fast Title has been
served  with  citation  of  a  lawsuit.

Acquisition  of  MAS  XIX  Consulting  Agreement

    On March 3, 2000 the Company entered into a consulting agreement between the
Company  and  the   following  individual  professional  persons  who  acted  as
consultants  to the Company: M. Richard Cutler, Brian A. Lebrecht, Vi Bui, James
Stubler,  and  Samuel  Eisenberg for services involving consultation, advice and
counsel  with  respect  to  the negotiation and completion of the stock exchange
between  Pinnacle  and  MAS  XIX.  In   addition   to   cash  compensation,  the
agreement calls for  issuance  of  a  total  of  1,500,000  shares  of  Pinnacle
to  be  issued  to  the consultants  together with an obligation for the Company
to register such shares on Form  S-8.

Property

     The  Company  lease certain office space and store front facilities. It has
made  no  investments  in  real  estate, real estate mortgages, or securities or
interest  in  persons  primarily  engaged in real estate activities. There is no
plan  to  do  so  in  the  future.


                                       16
<PAGE>

                                 RISK FACTORS

In  this  section we  highlight  some of  the risks associated with our business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

RISKS RELATED TO OUR BUSINESS

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR  BUSINESS HAS EXISTED  FOR  ONLY  A  SHORT  PERIOD  OF  TIME.
We  began operations in  1997.  As  a  result,  we have only a limited operating
history  upon  which you may evaluate our business and prospects.  In addition,
you  must  consider  our  prospects  in  light  of  the  risks and uncertainties
encountered  by companies in an early stage of development in new and  rapidly
evolving  markets.

     YOUR  INVESTMENT  MAY  NOT  INCREASE  IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

     WE  ARE  PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR  SECURITIES  HIGHLY  RISKY.  Our  financial  statements include an auditor's
report  containing  a modification regarding an uncertainty about our ability to
continue  as  a  going  concern.   Our  financial  statements  also  include  an
accumulated  deficit  of  $427,837 as of December 31, 1998 and other indications
of weakness in our present financial position.  We have been operating primarily
through  the  issuance  of  common  stock  for  services  by entities, including
affiliates, that we could not afford to pay in cash.  We are consequently deemed
by  state  securities regulators to presently be in unsound financial condition.
No  person  should  invest in this offering unless they can afford to lose their
entire  investment.

     OUR  BUSINESS  DEPENDS  ON  A  FEW  KEY  INDIVIDUALS  AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.  Our future success depends
in  large  part  on  the skills, experience and efforts of our key marketing and
management  personnel.  The  loss  of  the  continued  services  of any of these
individuals  could  have  a very significant negative effect on our business. In
particular,  we  rely  upon  the experience of Michael Bruce Hall and Jeffrey G.
Turino,  our  president and chief  executive  officer,  respectively.  We do not
currently maintain a policy of key man life insurance on any of our employees or
management  team.


                                       17
<PAGE>

     OUR  BUSINESS  PLAN  REQUIRES  ADDITIONAL  PERSONNEL  AND MAY BE NEGATIVELY
AFFECTED  IF  WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.  Qualified
personnel  are  in  great  demand  throughout our industry.  Our success depends
in  large  part upon our ability to attract, train,  motivate and  retain highly
skilled sales and marketing personnel and other senior personnel. Our failure to
attract and  retain  the  highly  trained  technical personnel that are integral
to  our  direct  sales, product development, service and support teams may limit
the rate at which we can generate sales and develop new products and services or
product  and  service  enhancements.  This  could  hurt  our business, operating
results and financial  condition.

     OUR  TECHNOLOGY  BUSINESSES  OWN  PROPRIETARY  TECHNOLOGY  AND  OUR SUCCESS
DEPENDS  ON  OUR  ABILITY  TO  PROTECT  THAT  TECHNOLOGY.  The  unauthorized
reproduction  or  other  misappropriation  of  our  proprietary technology could
enable  third  parties  to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results and
financial  condition.  We  have  relied primarily on the use of trade secrets to
protect  our  proprietary  technology,  which  may be inadequate. We do not know
whether  we  will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries  are uncertain and still evolving. Moreover, the laws of some foreign
countries  are uncertain and may not protect intellectual property rights to the
same  extent as the laws of the United States. If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could be burdensome
and  expensive  and  could  involve  a  high  degree  of  risk.

     WE  WILL  INCUR  SIGNIFICANT  EXPENSES  IF  OTHER  COMPANIES  CLAIM WE HAVE
INFRINGED  ON THEIR PROPRIETARY RIGHTS.  Although we attempt to avoid infringing
known  proprietary rights of third parties, we are subject to the risk of claims
alleging  infringement of third party proprietary rights. If we were to discover
that  any  of our products violated third party proprietary rights, there can be
no assurance that we would be able to obtain licenses on commercially reasonable
terms to continue offering the product without substantial reengineering or that
any  effort  to  undertake  such  reengineering  would  be successful. We do not
conduct  comprehensive  searches to determine whether the technology used in our
products  infringes patents, trademarks, tradenames or other protections held by
third  parties.  In  addition,  product development is inherently uncertain in a
rapidly evolving technological environment in which there may be numerous patent
applications  pending, many of which are confidential when filed, with regard to
similar  technologies.  Any  claim  of  infringement  could  cause  us  to incur
substantial costs defending against the claim, even if the claim is invalid, and
could  distract  our  management  from our business. Furthermore, a party making
such  a  claim  could  secure  a  judgment  that  requires us to pay substantial
damages.  A  judgment could also include an injunction or other court order that
could  prevent  us  from  selling our products. Any of these events could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

     IF  WE  ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE
ABLE TO STAY IN BUSINESS.  Currently, our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  products  and  services,  engage in and exploit potential business
opportunities  and otherwise maintain our competitive position.  Since we intend
to  grow  our  business  rapidly,  it is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would  provide it, and on what terms. If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.


                                       18
<PAGE>

RISKS  RELATED  TO  THIS  OFFERING  AND  OWNERSHIP  OF  OUR  STOCK.

     OUR  BOARD  OF  DIRECTORS  CAN  ISSUE  PREFERRED  STOCK WITHOUT SHAREHOLDER
CONSENT  AND  DILUTE  OR  OTHERWISE  SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS.  Our articles of incorporation provide that preferred stock may be
issued  from  time  to  time  in  one  or more series. Our board of directors is
authorized  to  determine  the  rights, preferences, privileges and restrictions
granted  to  and  imposed upon any wholly unissued series of preferred stock and
the  designation  of  any  such  shares,  without  any  vote  or  action  by our
shareholders.  The  board  of  directors may authorize and issue preferred stock
with  voting  power or other rights that could adversely affect the voting power
or  other  rights  of  the holders of common stock. In addition, the issuance of
preferred  stock  could  have  the effect of delaying, deferring or preventing a
change  in  control,  because  the terms of preferred stock that might be issued
could  potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred  stock.  We  will not offer preferred stock to promoters except on the
same  terms  as  it  is  offered  to  all  other existing shareholders or to new
shareholder  or unless the issuance is approved by a majority of our independent
directors  who  do not have an interest in the transactions and who have access,
at  our  expense,  to  our  legal  counsel  or  independent  legal  counsel.

     YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT REDUCED
PRICES,  BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE.  Our stock is
presently  trading  on  the  OTC  bulletin  board maintained by Nasdaq under the
symbol  PCBM.  Nevertheless,  there  has  been  limited volume in trading in the
public  market  for  the common stock, and there can be no assurance that a more
active  trading  market  will  develop or be sustained.  The market price of the
shares  of common stock is likely to be highly volatile and may be significantly
affected by factors such as fluctuations in our operating results, announcements
of  technological  innovations  or  new  products  and/or  services by us or our
competitors,  governmental  regulatory  action,  developments  with  respect  to
patents  or  proprietary  rights  and  general  market  conditions.


                                       19
<PAGE>

     YOU  MAY  NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK RULES.
The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price of less than $5.00 per share, subject to a few exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has

-     net  tangible  assets  of  at least $2,000,000, if such issuer has been in
      continuous  operation  for  three  years,

-     net  tangible  assets  of  at least $5,000,000, if such issuer has been in
      continuous  operation  for  less  than  three  years,  or

-     average  annual revenue of at least $6,000,000, if such issuer has been in
      continuous  operation  for  less  than  three  years.

Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the
penny  stock  market  and  the  risks  associated  therewith.

     FORWARD  LOOKING  STATEMENTS.  Except  for  historical  information,  the
discussion  in  this  registration  statement  contains  some  forward-looking
statements  that  involve risks and uncertainties. These statements may refer to
our  future plans, objectives, expectations and intentions. These statements may
be  identified  by  the  use  of  the words such as expect, anticipate, believe,
intend, plan and similar expressions. Our actual results could differ materially
from  those  anticipated  in  such  forward-looking  statements.

                               USE  OF  PROCEEDS

PCBM  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.


                                       20
<PAGE>

                              SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory benefit plan with PCBM for consulting
services  they  provided  to  PCBM.  The  Selling Shareholders may resell all, a
portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as  of  March  7,  2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>



<S>                <C>            <C>            <C>           <C>

                   NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS       BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler  1,552,750 (1)        889,750       663,000  less than 1%
-----------------  -------------  -------------  ------------  ------------

Brian A. Lebrecht       447,000         243,000       204,000  less than 1%
-----------------  -------------  -------------  ------------  ------------

Vi Bui                  335,250         182,250       153,000  less than 1%
-----------------  -------------  -------------  ------------  ------------

James Stubler           130,000          70,000        60,000  less than 1%
-----------------  -------------  -------------  ------------  ------------

Samuel Eisenberg        260,000         140,000       120,000  less than 1%
-----------------  -------------  -------------  ------------  ------------
</TABLE>



(1)     Of such shares, 663,000 are held by MRC Legal Services, LLC.  M. Richard
Cutler  is  the  beneficial  owner  of  MRC  Legal  Services,  LLC.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  the  NASD,  or  other exchange, in a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).


                                       21
<PAGE>

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.


                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  the Cutler Law Group.  M. Richard Cutler is the sole shareholder of
MRC Legal Services Corporation, which does business as the Cutler Law Group. Mr.
Cutler and his employees are the beneficial owners of an aggregate of 2,335,000
shares of common stock of the Company.


                                     EXPERTS

The  balance  sheets  as  of  December  31,  1997 and 1998 and the statements of
operations, shareholders' equity and cash flows for the years then ended of PCBM
have  been  incorporated by reference in this Registration Statement in reliance
on  the  report  of Bagell, Josephs,  Levine, Firestone & Co., L.L.C, idependent
accountants, given on the authority  of  that  firm  as  experts  in  accounting
and  auditing.


                                       22
<PAGE>


                                    PART  II

             INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's  Form  8-K for an event on March 3, 2000, filed on March 6,
2000.

(ii)     Registrant's  Form 10-SB, as amended (in the name of MAS Acquisition
XIX Corp., the Company's  predecssor), originally filed  on  August  30,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State  of  Nevada and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.


                                       23
<PAGE>

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

*3.1     Articles  of  Incorporation
*3.3     Bylaws
 5       Opinion  of  Cutler Law Group
 10.1    Consulting  Agreement  dated  March  3,  2000.
 23.1    Consent  of  Bagell, Josephs,  Levine, Firestone & Co., L.L.C.
         idependent accountants
________________________
*  Incorporated  by  reference  to  PCBM's  Form  8-K,  filed  on March 6, 2000.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement 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 the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

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

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  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.


                                       24
<PAGE>

(c)     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  Securities Act and will be governed by the final
adjudication  of  such  issue.


                                       25
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Clearwater, State of Florida, on March 10, 2000.



PINNACLE BUSINESS MANAGEMENT, INC.


/s/ Michael Bruce Hall

By:     Michael Bruce Hall
Its:    President
        and  Chairman  of  the  Board

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.




  /S/ Jeffrey G. Turino
-------------------------------------------------------
Jeffrey G. Turino, Chief Executive Officer and Director



  /S/ Michael B. Hall
-------------------------------------------------------
Michael B. Hall, President and Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 64945}]
{"company-data": {"conformed-name": "PINNACLE BUSINESS MANAGEMENT INC /NV/", "cik": "0001093989", "assigned-sic": "9995", "irs-number": "911871963", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32640", "film-number": "571582"}, "business-address": {"street1": "2963 GULF TO BAY BOULEVARD", "street2": "SUITE 265", "city": "CLEARWATER", "state": "FL", "zip": "33759", "phone": "727-669-7781"}, "mail-address": {"street1": "1710 E DIVISION ST", "city": "EVANSVILLE", "state": "IN", "zip": "47711"}, "former-company": {"former-conformed-name": "MAS ACQUISITION XIX CORP", "date-changed": "19990826"}}
AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON MARCH 16, 2000
                                               REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                        PINNACLE BUSINESS MANAGEMENT, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             NEVADA                                           91-1871963
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

                      2963 Gulf to Bay Boulevard, Suite 265
                           Clearwater, Florida 33759
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                               Jeffrey G. Turrino
                      2963 Gulf to Bay Boulevard, Suite 265
                           Clearwater, Florida 33759
                                 (727) 669-7781
           (Name, Address, and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee

Common Stock,
par value $0.001      1,525,000     $ 0.25 (1)                 $381,250                   $100.65

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
March 9, 2000.
1
EXPLANATORY NOTE

Pinnacle  Business  Management,  Inc.,  ("PCBM")  has prepared this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933, as amended (the "1933 Act"), to register certain shares of common
stock,  $.001  par  value  per  share,  issued  to certain selling shareholders.

Under cover of this Form S-8 is a Reoffer Prospectus PCBM prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings and resales of up to 1,525,000 shares of common stock
acquired  by  the  selling  shareholders.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

PCBM  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  PCBM does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

                                        3
REOFFER  PROSPECTUS

                       PINNACLE  BUSINESS  MANAGEMENT,  INC.
                    2963  GULF  TO  BAY  BOULEVARD,  SUITE  265
                          CLEARWATER,  FLORIDA  33759
                               (727)  669-7781

                       1,525,000  SHARES  OF  COMMON  STOCK

The  shares  of  common  stock, $0.001 par value per share, of Pinnacle Business
Management, Inc. ("PCBM" or the "Company") offered hereby (the "Shares") will be
sold  from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders").  The Selling Shareholders
acquired  the  Shares pursuant to a Consulting Agreement for consulting services
that  the  Selling  Shareholders  provided  to  PCBM.

The  sales  may  occur  in  transactions  on the NASD Over-The-Counter market at
prevailing  market  prices or in negotiated transactions.  PCBM will not receive
proceeds  from  any  of  the  sale  the Shares.  PCBM is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

PCBM's  common  stock  is currently traded on the NASD Over-the-Counter Bulletin
Board  under  the  symbol  "PCBM."

                        ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  17.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                  March 10, 2000

                                        4
TABLE OF CONTENTS

Where  You  Can  Find  More  Information          5
Incorporated  Documents                           5
The  Company                                      7
Risk  Factors                                     17
Use  of  Proceeds                                 20
Selling  Shareholders                             21
Plan  of  Distribution                            21
Legal  Matters                                    22
Experts                                           22

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

PCBM is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the ASEC@) as
required  by  the  Securities Exchange Act of 1934, as amended (the A1934 Act@).
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows PCBM to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

                                        5
PCBM's  Report  on  Form  8-K,  dated  March  6,  2000 is incorporated herein by
reference.  PCBM  also  incorporates  herein  by  reference  the  Form 10-SB, as
amended,  filed  by  MAS  Acquisition  XIX  Corp.,  the  Company's  predecessor,
originally  filed  on  August  31,  1999.  In  addition,  all documents filed or
subsequently  filed  by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the  1934  Act,  before  the  termination  of this offering, are incorporated by
reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at PCBM at PCBM's executive offices, located at 2963
Gulf to Bay Boulevard, Suite 265, Clearwater, FL 33759.  PCBM's telephone number
is  (727)  669-7781.

                                        6
THE  COMPANY

BUSINESS

This  Reoffer  Prospectus contains certain forward-looking statements within the
meaning  of the federal securities laws.  Actual results could differ materially
from  those  projected  in  the  forward-looking  statements  due to a number of
factors,  including  those  set forth under "Risk Factors" and elsewhere in this
Reoffer  Prospectus.

SUMMARY

     Pinnacle  Business  Management  Inc.  ("Pinnacle"  or  the  "Company") is a
holding  company  with two subsidiaries actively engaged in consumer lending and
deferred  deposit  services.  Pinnacle  is a Nevada corporation chartered in May
1997.

     Originally, Pinnacle was a wholly-owned subsidiary of 300365 BC, Ltd. d/b/a
Peakers  Resources  Company,  a  Canadian  corporation  (the  "Predecessor").The
Predecessor  was  organized  in  1986  to  conduct  mining operations, but never
actively  engaged  in  business.  On  May  15,  1997,  the  shareholders  of the
Predecessor agreed to exchange all the shares of the Predecessor with the shares
of  the Company on a share-for-share basis.  The Predecessor became inactive and
its  business  was  wound  up.  United  States residents now own the majority of
Pinnacle's  shares.

     In  1997, Pinnacle acquired Fast Title Loans, Inc.("Fast Title"). It did so
by  forming  JTBH Corporation, a wholly owned subsidiary, which merged with Fast
Title on a share for share basis. Fast  Title was the surviving  entity  and  is
now  a  wholly  owned  subsidiary  of  Pinnacle.

     Fast  Title  is  a consumer lender chartered in Florida in April, 1996.  It
makes relatively short term loans on the basis of a security interest in vehicle
titles.

     In  1998,  Pinnacle  formed  Fast  PayCheck  Advance of Florida, Inc.("Fast
PayCheck"),  also  a  wholly  owned  subsidiary.   Fast  PayCheck  is  a Florida
corporation.  Fast  Paycheck  offers  deferred  deposit  services  to individual
customers  who  find  it  difficult  to  obtain  credit.

     In  1998,  Pinnacle  formed  Summit  Property,  Inc.  ("Summit Property") a
Florida  corporation.  Summit  Property  is  inactive.

BUSINESS  OF  THE  ISSUER

     Pinnacle  is a Company in transition. In the past, Fast Title, its consumer
lending  subsidiary,  has  generated all of its revenues. Fast Title lends money
short-term,  secured  by  the borrower's vehicle title. Certain local ordinances
recently  enacted create a hostile environment for the title loan business. As a

                                        7
result,  the  Company  plans to discontinue its efforts to expand the Fast Title
business.  It  plans,  instead, to concentrate on the Fast PayCheck business and
its  potential  for  growth.

      Fast  PayCheck offers payday deferred deposit services to individuals. The
maximum amount of a deferred deposit is $500. The Company has recently signed an
agreement  to  offer  Fast  PayCheck  services through Mail Boxes Etc. USA, Inc.
stores  ("MBE Agreement"). Management is very optimistic about the potential for
growth  in this business endeavor.  Operations are expected to render a yield to
the Company, which should grow conservatively for several years into the future.
Mail  Boxes Etc. USA, Inc. ("MBE") has over 3000 locations in the United States.
Locating in even a fraction of these stores could greatly expand the business of
Fast  PayCheck.

     Illustrated  below  is  an  estimate  of  the  percentage  of total revenue
contributed  to  Pinnacle  by  Fast  Title  operations compared to Fast PayCheck
operations;
1997  Fast title =  100%  Fast PayCheck = 0%
1998  Fast title =   99%  Fast PayCheck = 1%
1999  Fast title =   95%  Fast PayCheck = 5%
In 1999, the Company has spent approximately $100,000 on new proprietary
software  to  process  its payday deferred deposit operations.  This system also
services  the  title  loan  business;  it  accepts and processes all information
necessary  for  Pinnacle'  s  bookkeeping  system.

     These  costs are incurred at the same time the cash flow from Fast Title is
decreasing.  Management  believes  that  any negative impact on revenues will be
temporary.  Net  income  should  increase as the new operations begin generating
revenues.

Fast  Title
-----------

     Fast  Title  loans  money  on  motor  vehicle  titles.  It markets loans to
individuals  and  businesses  with  poor  or  non-existent  credit.  Fast  Title
provides  fast  access  to short-term cash loans.  Borrowers pledge the title of
their  vehicle  as  collateral.  The  Company  will  not  accept  a  vehicle  as
collateral  unless  there  are  no  other  outstanding liens on the vehicle.  No
credit  checks on the individual are required.  The individual generally retains
the  use  of  his  vehicle  during  the  loan  period.

     Loan  amounts  are  generally  less  than 40% of the blue book value of the
collateral.  The  maximum interest rate is 22% per month, the maximum allowed by
Florida  law.  The average net yield to the Company is 12%.  The average loan is
$500.00.  The  average term of a loan is four months, but the term may extend to
a  year.  In  Florida,  the  law  provides  that a creditor may keep any surplus
realized  from  the  repossession  and  the  sale  of  the vehicle. Fast Title,
however, does not repossess vehicles on a regular basis. It is the policy of the

                                        8
Company  to  repossess  only if there is no activity on the account for 60 days,
and  only  after efforts are made to secure repayment of the loan. In 1999, Fast
Title  netted  approximately  $1,200  from  the  sales  of repossessed vehicles.

     Fast  Title  recently consolidated its eight store front locations, and now
markets  its  services  through  six store locations, telephone solicitation and
newspaper  and  Yellow  Pages  advertisements.  Management plans to keep the six
store  locations  open  but  does not intend to open any more stores. Fast Title
holds  a  consumer-lending license from the State of Florida pursuant to Florida
Statutes  Chapter 538.  This license requires Pinnacle to register and pay a fee
for  each  location.  Pinnacle  is  subject  to the pawn broker laws of Florida.

Fast  Title  Competition

     Fast  Title's  primary  competitor  is  Florida  Title Loans, Inc.("Florida
Title").  Florida  Title  has  300  locations  in  the  Southeast and has a long
operating  history.  Florida  Title  has  a  loan  to  value ratio of 33% of the
wholesale  value  of the collateral.  Fast Title has a loan to value ratio of up
to  50% of the wholesale value of the collateral.  Fast Title therefore competes
with  the  larger  distribution  base  by  attracting  a  wider  market.

     Fast  Title's  second  major  competitor  is  Speedy Cash.  Speedy Cash has
approximately  200  locations.  Speedy Cash is located in the states of Florida,
Georgia,  Mississippi,  South  Carolina  and North Carolina. Management believes
that  it effectively competes with Speedy Cash. The presence of these competitor
companies is favorable for Fast Title.  These companies advertise heavily.  This
publicity  educates  consumers  about  the  title loan method of borrowing cash.
Fast  Title  to  some extent experiences the same seasonal fluctuations that any
consumer  lending facility would experience. It may experience a slight increase
in  business  during  the  Christmas  season,  for  example. It is not, however,
considered  a  seasonal business. Any such fluctuations are relatively minor and
are  not  considered by Management in the overall planning and budgeting for the
Company.

Fast  PayCheck
--------------

     Fast  PayCheck offers deferred deposit services to individuals with poor or
non-existent  credit  or  who need short-term financing.  Fast PayCheck provides
fast access to short-term cash.  Customers complete an application. If accepted,
the  customer writes a post-dated personal check to Fast PayCheck. Fast PayCheck
then  issues the customer a debit card.  Pinnacle holds the personal check until
the  customer's  payday,  and  then  electronically debits the individual's bank
account. The transaction is considered an exchange of a payment instrument for a
payment  instrument.  As  a  result,  Fast PayCheck is not considered a paycheck
lender,  but  a  money  transmitter.  No  credit  checks  on  the individual are
required.

     Fast  PayCheck  charges the customer a fee of 10% of the check amount and a
$5  transaction fee.  The maximum amount of a loan is $500.00.  The average loan
is  $200.  The  maximum  term  of  a loan is two weeks.  The Company receives an
average  return  of  25%  per  month  on  these  transactions.

                                        9
Pinnacle  has  a  contract  with  Comdata  Network,  Inc.  d/b/a  Comdata
Corporation  ("Comdata")  and Master Card to issue the borrower the pre-credited
private  label  debit  card  for the amount of the personal check minus the fees
charged.  Distribution  of funds to the customer is only made through this debit
card  system.  This  insures  maximum  security  at  the  store  locations  by
eliminating  the need for each store to carry large amounts of cash. The Company
keeps  a  bank  account  by agreement with  Master Card. This account  generally
keeps  a  balance of  up to $50,000.  Purchases made by a customer's use of  the
debit  card  are  deducted from Pinnacle's Master Card cash account. If Pinnacle
does  not  keep sufficient cash in the account, Master Card will not honor debit
card  purchases.

     Pinnacle  also  has  a  remarketing  agreement  with  Comdata.  This allows
Pinnacle to offer the  card to its competitors and receive transactional revenue
from  the  card  usage.  At the present time, the Company receives little income
from  this  agreement.  Pinnacle  also  receives recurring revenue through a per
transaction  fee  associated with the customer's use of  the Fast PayCheck debit
card.

     In  third  quarter  1999,  Fast  PayCheck  and Pinnacle signed a three year
contract  with  MBE  to offer Fast PayCheck services in MBE locations throughout
the  United  States. MBE is a franchiser of retail outlets ("MBE Centers") which
provide  a  variety of postal, business and communication services to businesses
and  the  general  public.  Through  this Agreement, Fast PayCheck may offer its
services  in  any  participating  MBE  Centers.  To  participate,  an individual
franchisee  must  agree to offer Fast PayCheck services in their MBE Center. The
MBE  Agreement  carries an option to renew upon terms agreed to by MBE, Pinnacle
and  Fast  PayCheck.

          Under  the  terms  of  the  MBE  Agreement,  customers  complete  the
application  and  provide  it to MBE personnel. MBE Centers fax the documents to
Pinnacle's  call  center  and  distribute  a  card  to  the  borrower at the MBE
location.  MBE is paid $3.50 per transaction. Management intends the call center
to  receive  the  fax application from the MBE centers, qualify the application,
enter the customers information into the computer, re-fax the approval or denial
and  activate  the  debit  card  for  the  customer.

     Currently,  Fast PayCheck offers its services in Fast Title and Florida MBE
Center locations. Pinnacle intends to expand into a multi-state operation in the
year  2000  offering  services  in  MBE Centers.  By the end of 2001, Management
plans  to  expand  into  every MBE location in states with laws favorable to the
provisions  of  Fast  PayCheck  services.  Several  states  have usury laws, for
example, that would prohibit Fast PayCheck practices.  Management estimates that
as  many  as  2800  MBE  stores  are  located in favorable states. At this time,
Pinnacle  has  applied for the appropriate licenses in Idaho, Missouri, Utah and
Indiana.

                                       10
Fast  PayCheck  holds  a  license  from  the State of Florida Department of
Banking  and  Finance  pursuant  to  the  provisions of Florida Statutes 560.200
through  560.213.

Fast  PayCheck  Competition

     Fast PayCheck competes with paycheck lenders and check cashers. Its largest
competitor  is  Ace  Check  Cashing.  Ace  has  approximately  1,800  locations
throughout  the  United  States.  However,  Ace cashes checks. Fast PayCheck can
offer  a  customer  the  use of funds before the paycheck is actually deposited.
Therefore,  Ace's  competitive  effect  is  minimal.

     Several  companies  offer  payday  advance  loans.  These  companies  are
considered  lenders  and  must  comply  with  consumer lending laws to a greater
extent  than  Fast  PayCheck.  These  companies  have  received  a great deal of
negative  press  because  they will "roll" the loaned amount into a greater loan
term  with the payment of additional fees. Many customers find themselves having
to  borrow against their paycheck in this manner every pay period. Fast PayCheck
will  not roll any amounts forward. Fast PayCheck will not credit the debit card
unless  all  prior  amounts  have  been  paid through the electronic debit. As a
result,  a  true  comparison  of  Fast PayCheck and traditional paycheck advance
lenders  cannot  be  made.

     Fast  PayCheck's payday advance business has not operated for a full fiscal
year.  Presently, Management does not know whether Fast PayCheck's business will
be  seasonal  in  nature.  Management  anticipates  a small increase in business
during  the  Christmas season as individuals need cash to meet holiday expenses.

EMPLOYEES

     Pinnacle  has  four  full time employees.  Fast Title employs 11 people. Of
the  Fast  Title employees, eight manage the stores and three are administrators
in  the  corporate  office.

     Fast PayCheck currently employs 15 people. Currently, ten employees operate
the  call  center. Management is currently hiring more employees to man the call
center.  More  people will be added as additional business is added from the MBE
Agreement.  At  this time, it is not possible to estimate the amount of business
the  MBE  Agreement will generate or the resulting number of employees needed by
Fast  PayCheck.

     Both  Michael  Bruce  Hall and  Jeff Turino have employment agreements with
the Company.

REGULATIONS
-----------

     GENERAL. The Company is, or expects to be, subject to regulation in several
     --------
jurisdictions  in which it operates, including jurisdictions that regulate check
cashing  fees,  or  require the registration of check cashing companies or money
transmission  agents. The Company is also subject to regulation in jurisdictions
where  it  offers  title  loans. In addition, Pinnacle is subject to federal and

                                       11
state  regulation  relating  to  the reporting and recording of certain currency
transactions.

     STATE  REGULATIONS.  Florida  law  requires  licensing  and regulates check
     -------------------
cashing  fees.  The ceiling on fees is in excess or equal to the fees charged by
the  Company.

     As  the  Company's  operations  expand,  check  cashing  fee  ceilings  in
additional jurisdictions could have an adverse effect on the Company's business.
Existing  fee  ceilings  could restrict the ability of the Company to expand its
operations  into  certain  states.

     The  Company  must  be  licensed  as a check casher in all jurisdictions in
which  it  offers  payday  deferred  deposit  services  and must comply with the
regulations governing those services.  In addition, in some jurisdictions, check
cashing  companies  or  money  transmission  agents are required to meet minimum
bonding  or capital requirements and are subject to record-keeping requirements.

     FEDERAL  REGULATIONS.
     ---------------------

     The  Money  Laundering  Suppression Act of 1994 added a section to the Bank
Secrecy  Act  requiring  the  registration of businesses, like the Company, that
engage  in check cashing, currency exchange, money transmission, or the issuance
or  redemption of money orders, traveler's checks, and similar instruments.  The
purpose  of  the  registration  is  to enable governmental authorities to better
enforce  laws  prohibiting  money  laundering and other illegal activities.  The
registration  requirement  was  suspended  pending  the  adoption of regulations
implementing  the  statute,  and  in  May 1997, the Financial Crimes Enforcement
Network  of the Treasury Department ("FinCEN") proposed regulations for comment.
In August 1999, FinCEN announced the adoption of final implementing regulations,
effective  September  20,  1999.  The  regulations  require  "money  services
businesses"  to  register  with  the Treasury Department, by filing a form to be
adopted  by  FinCEN, by December 31, 2001, and to re-register at least every two
years  thereafter.  The  regulations also require that a money services business
maintain  a  list  of  names  and addresses of, and other information about, its
agents  and  that  the  list be made available to any requesting law enforcement
agency (through FinCEN).  That agent list must first be maintained by January 1,
2002,  and  must be updated at least annually.  Though FinCEN must adopt further
regulations  and procedures to more fully implement these requirements, based on
the  newly  adopted regulations, management of the Company does not believe that
compliance  with  these  requirements  will  have  any  material  impact  on the
Company's  operations.

     In  November  1999, the Federal Reserve Board proposed new regulations that
would  include  "payday  loans"  as  credit for purposes of the federal Truth in
Lending  Act.  The  Company's  lending  activities  may  be  subject  to the new
regulations,  if  the  Company's  activities  are  included in the definition of
payday  lending.  The  proposed  regulations require that payday lenders clearly
disclose  the  interest  rate  of  the  loan,  calculated on an annual basis, to
consumers  applying  for  credit.  The  Company  expects  that the effect of the
proposed  regulations on the Company will be minimal because Florida law already
requires  such  disclosures,  and  the  Company  complies.  The  regulations, if
adopted,  would  become  effective October 1, 2000. Compliance with the proposed
regulations  is  optional  until  that  date.

                                       12
To  the extent that use of the debit card falls within the Electronic Funds
Transfer  Act,  Federal  Reserve  Board Regulation E will apply to Fast PayCheck
transactions.  These  govern electronic funds transfers ("EFT") between customer
accounts.  Primarily, the Act and regulation 1) require EFT merchants to provide
customers  with  certain  disclosures, 2 detail the circumstances under which an
EFT  merchant  may  issue  a card, 3) limit a customer's liability for a lost or
stolen  card,  and 4) require EFT merchants to follow certain dispute resolution
procedures.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     Management's  discussion  is  based  on an analysis of the audited year end
financial  statements  for 1997 and 1998, and unaudited financial statements for
year  end  1999.

 Plan  of  Operation

     Operating  expenses  for the Company are approximately $1,100,000 annually.
Management  expects that expenses will be greater in the near future, due to the
costs  of  expansion  of  Fast  PayCheck  services.

     The  Company  has suffered substantial net operating losses in each of 1997
and  1998. Management expects audited 1999 financial statements to also indicate
a  net  loss.  In  addition,  the  Company  has  a $100,000 note payable with an
investor  that  expired  May 14, 1999.The investor has not yet called this loan.
There  is  no  agreement  as  of  yet  to the terms of a possible reinstatement.
Moreover,  the  Company  has approximately one million dollars in debt that will
mature  between  February  28,  2000  and December 31, 2000. At this time, it is
unlikely  that  the  Company  will  have adequate capital available to repay the
debt.  If  these  loans  are  called,  the Company's financial condition will be
further  negatively  impacted.  The  Company  is  also defending various lawsuit
claims  which, if lost, would negatively impact the Company. Even if the outcome
is  positive,  the  cost  to  the  Company  in legal fees and employees' time is
substantial.

     To  meet  these  needs  over the next twelve months, Management is pursuing
both  the  reduction  of  debt  and  the  increase  of  revenue.  The Company is
negotiating  with investors to either extend the existing obligations or convert
the  debt  to  equity.  Additionally,  Management  is  vigorously  defending the
lawsuits  that have been filed. Management believes that the Company is entitled
to  certain  offsets  against  the  claims in litigation. Further, Management is
seeking  an  alliance  partner or banking institution that could offer long-term
debt  to  carry  the  expenses  of  the  Company  until  revenues are increased.

                                       13
At  the  same  time,  Management  expects  revenues to increase as  the MBE
Centers  begin processing Fast PayCheck services.  Any increase will be affected
by  the length of time it takes to complete the licensure process in each state,
and  the  agreement  of each of the franchisees to start servicing Fast PayCheck
customers.  The  number  of customers who participate at each location will also
affect  any  increase.

     Further,  future  income  could  be  severely affected by new federal laws,
various  state  laws  and/or  local ordinances that Fast PayCheck may encounter.
For  example,  should federal interest rates continue to rise, the cost of funds
to  Fast  PayCheck  may  increase.  State usury laws may limit any increase Fast
PayCheck  can pass through to its customers.  This could effectively reduce Fast
PayCheck's  margin  and  therefore  reduce  revenues.

Past  and  Future  Financial  Condition

     Total  Assets of the Company are $1,426,508 at year end 1997; $1,606,122 at
year  end  1998,  and  $  1,749,799  at  year  end  1999. The slight increase is
attributable  primarily  to  the acquisition of computer equipment and software.
The  deferred tax benefit realized in 1998 and 1999 accounts for the increase as
well. Liabilities, however, have substantially increased from $1,724,497 at year
end  1997  to  $2,033,959 at year end 1998, and $2,078,376 at year end 1999. The
increase  is  due  in  large  part to maturing long term debt. This results in a
current  stockholders'  deficit  as  reflected  in  the  financial  statements.
Management  cautions  that  the  current financial condition of the Company will
continue  in  its weak condition until and unless the business envisioned in the
MBE  Agreement  materializes.

Results  of  Operations

     Revenue has decreased from $1,459,026 at year end 1997 to $633,478 year end
1998.  In  1999,  Management  estimates  revenue of $409,341. This is due to the
loss  of  business experienced by Fast Title.  Unfortunately, operating expenses
continue to increase over the same time period, from $1,063,372 year end 1997 to
$1,101,311  year  end 1998. In 1999, year end operating figures are estimated to
be  $1,553,392.  The  amount of expenses is reasonable considering the expansion
and  litigation expenses the Company has borne. As a result, Management believes
that  the financial condition of the Company will improve substantially by 2002.

Liquidity

     Maintaining  sufficient  liquidity is a material challenge to Management at
the  present  time.  The  Company has customer loans receivable of $1,001,658 in
1997;  $804,708  in  1998;  and  $839,851  in  1999. With the application of net
allowance  for  doubtful  accounts,  this  results  in a net loans receivable of
$870,965  in  1997; $743,877 in 1998; and $831,268 in 1999. Further, the Company
owns  a  note  receivable dated December 29, 1997 for $25,000 with 18% per annum
interest.  The  principal balance and accrued interest is due and payable on the
earlier of 1) a private placement being completed in whole or part including but
not  limited to, any escrow disbursements of any funds to the maker, or 2) March
27,  2000.  There  are  no  payments  received  in  1997,1998,  or  1999.

                                       14
In August 1999, the Company secured a national contract with Comdata.  This
contract allows the distribution of the Fast PayCheck debit card at the point of
sale  locations. As a result, the Company is in negotiation with its competitors
to  allow  them  to  use  the debit card system.  This may generate revenue on a
broader  basis  and  increase  Company  value.

Capital  Expenditures

     The  Company  is  engaged  in  consumer  finance  and electronic technology
development.  As  a  result,  capital  expenditures  are  not  substantial.  The
facilities  are  leased.  Property  and equipment net costs are $70,902 in 1997,
$101,761  in  1998,  and  $169,417  in 1999. This represents approximately 6% of
total operating expenses in 1997; 9% in 1998, and 10% in 1999. Substantially all
of  the  value  of  the  Company  is  not  in physical assets but in the ongoing
operations  of  the  Company.  Should  the  Company be liquidated, there are few
assets  to  distribute  to  creditors  or  shareholders.

     Non-cancelable lease commitments run until 2002. The total amount due under
the  lease  terms, however, for 2000 is $37,373. Rent and related expenses under
operating leases amount to $110,923 for 1997; $83,792 for 1998, and $167,641 for
1999.  The  Company  is  operating  various locations on a month to month basis.

Litigation

     The  Company  is in the process of settling litigation involving a claim in
Bankruptcy  by  First  American  Reliance, Inc. against the Company for $800,000
Including  9%  interest,  for  amounts  loaned  and  advanced  by First American
Reliance,  Inc.  The Company  had asserted a defense and set off alleging monies
due to Pinnacle from stock  subscriptions  in 1998, which were never turned over
to the Company.  Pinnacle accrued a liability for $538,276 in 1998 and $355, 755
in  1997,  respectively.  The  financial  condition  of the Company will benefit
greatly  from  settlement  of  the  suit  without  liability  to  the  Company.

Tyler  Jay  &  Company,  L.L.C.  and  First  American  Reliance,  Inc.
----------------------------------------------------------------------

The  first  proceeding regarding Tyler Jay is an adversary proceeding brought by
the  Trustee in Bankruptcy of First American Reliance, Inc.("the Debtor") in the
United  States  Bankruptcy  Court,  Western  District,  New  York,  BK  Case No.
98-23906,  AP  No.  99-2186,  entitled Douglas J. Lustig, as Trustee v. Pinnacle
                                       -----------------------------------------
Business Management, Inc., and Fast Title Loans, Inc.  The trustee is seeking to
----------------------------------------------------
recover  purported loans from the Debtor to Fast Title and/or Pinnacle, in a sum
of approximately $800,000.  An answer to the suit has been filed and the parties
are  currently in the discovery process.  Management has agreed to determine the
actual  amount  of the loans against proceeds of a private placement diverted by
the  Debtor's  principal using a separate corporation.  Management believes that
the  setoff for funds diverted during the private placement will equal or exceed
the  amounts  loaned  to  Fast  Title.

     In the second proceeding, Pinnacle and Fast Title Loans are defendants in a
pending  civil  action  instituted  in  1999, in Erie County, New York, entitled
Tyler  Jay  &  Company,  L.L.C.  v. Fast Title Loans, Inc. and Pinnacle Business
--------------------------------------------------------------------------------
Management,  Inc.,  Index  No. I-1999/5697.  Plaintiffs asserts a claim for fees
------------------------------------------

                                       15
and  commissions  arising  from  loans  made  by  the  Debtor  in the previously
described  adversary  proceeding  and  sums  lost by Tyler Jay allegedly because
Tyler Jay was not permitted to conduct the private placement noted above.  Tyler
Jay  claims  that it is owed certain monies and stock options, which damages are
allegedly in excess of $600,000.  Fast Title and Pinnacle have filed a motion to
dismiss the case alleging that the New York courts do not have jurisdiction over
them  in this matter.  They have also asserted that Tyler Jay is not entitled to
recovery since the agreed-upon services were not provided.  Moreover, Fast Title
and  Pinnacle  have  filed a counterclaim seeking $34,000, the sum paid to Tyler
Jay,  on  the  basis  that  Tyler Jay's fraudulent representations and breach of
fiduciary  duty  damaged  them.

Peter  Polland  and  Euro  Products
-----------------------------------

     By  letter dated October 14, 1999, addressed to  Fast Title and Pinnacle, a
law  firm  representing Peter Pollard and Euro Products Limited demanded payment
of  the sum of $300,000 with accrued interest for default in payment obligations
relating to certain business arrangements.  These obligations are evidenced in a
promissory  note  in  the  principal  amount  of  $300,000  dated June 28, 1999,
executed by Pinnacle in favor of Euro Products Limited.  Fast Title is neither a
party  to  nor  a  guarantor  of the promissory note.  The demand was reduced to
$200,000  by  reason of a payment of $100,000 that was made.  Pinnacle's counsel
responded  to  said  demand  by  letter dated November 5, 1999, which proposed a
schedule  as  to  payment  by Pinnacle of the $200,000 outstanding balance owing
under the note.  As of the date hereof, Peter Pollard and Euro Products have not
responded,  in  writing  or otherwise.  Neither Pinnacle nor Fast Title has been
served  with  citation  of  a  lawsuit.

Acquisition  of  MAS  XIX  Consulting  Agreement

    On March 3, 2000 the Company entered into a consulting agreement between the
Company  and  the   following  individual  professional  persons  who  acted  as
consultants  to the Company: M. Richard Cutler, Brian A. Lebrecht, Vi Bui, James
Stubler,  and  Samuel  Eisenberg for services involving consultation, advice and
counsel  with  respect  to  the negotiation and completion of the stock exchange
between  Pinnacle  and  MAS  XIX.  In   addition   to   cash  compensation,  the
agreement calls for  issuance  of  a  total  of  1,500,000  shares  of  Pinnacle
to  be  issued  to  the consultants  together with an obligation for the Company
to register such shares on Form  S-8.

Property

     The  Company  lease certain office space and store front facilities. It has
made  no  investments  in  real  estate, real estate mortgages, or securities or
interest  in  persons  primarily  engaged in real estate activities. There is no
plan  to  do  so  in  the  future.

                                       16
RISK FACTORS

In  this  section we  highlight  some of  the risks associated with our business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

RISKS RELATED TO OUR BUSINESS

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR  BUSINESS HAS EXISTED  FOR  ONLY  A  SHORT  PERIOD  OF  TIME.
We  began operations in  1997.  As  a  result,  we have only a limited operating
history  upon  which you may evaluate our business and prospects.  In addition,
you  must  consider  our  prospects  in  light  of  the  risks and uncertainties
encountered  by companies in an early stage of development in new and  rapidly
evolving  markets.

     YOUR  INVESTMENT  MAY  NOT  INCREASE  IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

     WE  ARE  PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR  SECURITIES  HIGHLY  RISKY.  Our  financial  statements include an auditor's
report  containing  a modification regarding an uncertainty about our ability to
continue  as  a  going  concern.   Our  financial  statements  also  include  an
accumulated  deficit  of  $427,837 as of December 31, 1998 and other indications
of weakness in our present financial position.  We have been operating primarily
through  the  issuance  of  common  stock  for  services  by entities, including
affiliates, that we could not afford to pay in cash.  We are consequently deemed
by  state  securities regulators to presently be in unsound financial condition.
No  person  should  invest in this offering unless they can afford to lose their
entire  investment.

     OUR  BUSINESS  DEPENDS  ON  A  FEW  KEY  INDIVIDUALS  AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.  Our future success depends
in  large  part  on  the skills, experience and efforts of our key marketing and
management  personnel.  The  loss  of  the  continued  services  of any of these
individuals  could  have  a very significant negative effect on our business. In
particular,  we  rely  upon  the experience of Michael Bruce Hall and Jeffrey G.
Turino,  our  president and chief  executive  officer,  respectively.  We do not
currently maintain a policy of key man life insurance on any of our employees or
management  team.

                                       17
OUR  BUSINESS  PLAN  REQUIRES  ADDITIONAL  PERSONNEL  AND MAY BE NEGATIVELY
AFFECTED  IF  WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.  Qualified
personnel  are  in  great  demand  throughout our industry.  Our success depends
in  large  part upon our ability to attract, train,  motivate and  retain highly
skilled sales and marketing personnel and other senior personnel. Our failure to
attract and  retain  the  highly  trained  technical personnel that are integral
to  our  direct  sales, product development, service and support teams may limit
the rate at which we can generate sales and develop new products and services or
product  and  service  enhancements.  This  could  hurt  our business, operating
results and financial  condition.

     OUR  TECHNOLOGY  BUSINESSES  OWN  PROPRIETARY  TECHNOLOGY  AND  OUR SUCCESS
DEPENDS  ON  OUR  ABILITY  TO  PROTECT  THAT  TECHNOLOGY.  The  unauthorized
reproduction  or  other  misappropriation  of  our  proprietary technology could
enable  third  parties  to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results and
financial  condition.  We  have  relied primarily on the use of trade secrets to
protect  our  proprietary  technology,  which  may be inadequate. We do not know
whether  we  will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries  are uncertain and still evolving. Moreover, the laws of some foreign
countries  are uncertain and may not protect intellectual property rights to the
same  extent as the laws of the United States. If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could be burdensome
and  expensive  and  could  involve  a  high  degree  of  risk.

     WE  WILL  INCUR  SIGNIFICANT  EXPENSES  IF  OTHER  COMPANIES  CLAIM WE HAVE
INFRINGED  ON THEIR PROPRIETARY RIGHTS.  Although we attempt to avoid infringing
known  proprietary rights of third parties, we are subject to the risk of claims
alleging  infringement of third party proprietary rights. If we were to discover
that  any  of our products violated third party proprietary rights, there can be
no assurance that we would be able to obtain licenses on commercially reasonable
terms to continue offering the product without substantial reengineering or that
any  effort  to  undertake  such  reengineering  would  be successful. We do not
conduct  comprehensive  searches to determine whether the technology used in our
products  infringes patents, trademarks, tradenames or other protections held by
third  parties.  In  addition,  product development is inherently uncertain in a
rapidly evolving technological environment in which there may be numerous patent
applications  pending, many of which are confidential when filed, with regard to
similar  technologies.  Any  claim  of  infringement  could  cause  us  to incur
substantial costs defending against the claim, even if the claim is invalid, and
could  distract  our  management  from our business. Furthermore, a party making
such  a  claim  could  secure  a  judgment  that  requires us to pay substantial
damages.  A  judgment could also include an injunction or other court order that
could  prevent  us  from  selling our products. Any of these events could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

     IF  WE  ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE
ABLE TO STAY IN BUSINESS.  Currently, our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  products  and  services,  engage in and exploit potential business
opportunities  and otherwise maintain our competitive position.  Since we intend
to  grow  our  business  rapidly,  it is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would  provide it, and on what terms. If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.

                                       18
RISKS  RELATED  TO  THIS  OFFERING  AND  OWNERSHIP  OF  OUR  STOCK.

     OUR  BOARD  OF  DIRECTORS  CAN  ISSUE  PREFERRED  STOCK WITHOUT SHAREHOLDER
CONSENT  AND  DILUTE  OR  OTHERWISE  SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS.  Our articles of incorporation provide that preferred stock may be
issued  from  time  to  time  in  one  or more series. Our board of directors is
authorized  to  determine  the  rights, preferences, privileges and restrictions
granted  to  and  imposed upon any wholly unissued series of preferred stock and
the  designation  of  any  such  shares,  without  any  vote  or  action  by our
shareholders.  The  board  of  directors may authorize and issue preferred stock
with  voting  power or other rights that could adversely affect the voting power
or  other  rights  of  the holders of common stock. In addition, the issuance of
preferred  stock  could  have  the effect of delaying, deferring or preventing a
change  in  control,  because  the terms of preferred stock that might be issued
could  potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred  stock.  We  will not offer preferred stock to promoters except on the
same  terms  as  it  is  offered  to  all  other existing shareholders or to new
shareholder  or unless the issuance is approved by a majority of our independent
directors  who  do not have an interest in the transactions and who have access,
at  our  expense,  to  our  legal  counsel  or  independent  legal  counsel.

     YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT REDUCED
PRICES,  BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE.  Our stock is
presently  trading  on  the  OTC  bulletin  board maintained by Nasdaq under the
symbol  PCBM.  Nevertheless,  there  has  been  limited volume in trading in the
public  market  for  the common stock, and there can be no assurance that a more
active  trading  market  will  develop or be sustained.  The market price of the
shares  of common stock is likely to be highly volatile and may be significantly
affected by factors such as fluctuations in our operating results, announcements
of  technological  innovations  or  new  products  and/or  services by us or our
competitors,  governmental  regulatory  action,  developments  with  respect  to
patents  or  proprietary  rights  and  general  market  conditions.

                                       19
YOU  MAY  NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK RULES.
The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price of less than $5.00 per share, subject to a few exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has

-     net  tangible  assets  of  at least $2,000,000, if such issuer has been in
      continuous  operation  for  three  years,

-     net  tangible  assets  of  at least $5,000,000, if such issuer has been in
      continuous  operation  for  less  than  three  years,  or

-     average  annual revenue of at least $6,000,000, if such issuer has been in
      continuous  operation  for  less  than  three  years.

Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the
penny  stock  market  and  the  risks  associated  therewith.

     FORWARD  LOOKING  STATEMENTS.  Except  for  historical  information,  the
discussion  in  this  registration  statement  contains  some  forward-looking
statements  that  involve risks and uncertainties. These statements may refer to
our  future plans, objectives, expectations and intentions. These statements may
be  identified  by  the  use  of  the words such as expect, anticipate, believe,
intend, plan and similar expressions. Our actual results could differ materially
from  those  anticipated  in  such  forward-looking  statements.

                               USE  OF  PROCEEDS

PCBM  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.

                                       20
SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory benefit plan with PCBM for consulting
services  they  provided  to  PCBM.  The  Selling Shareholders may resell all, a
portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as  of  March  7,  2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS       BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler  1,552,750 (1)        889,750       663,000  less than 1%
-----------------  -------------  -------------  ------------  ------------

Brian A. Lebrecht       447,000         243,000       204,000  less than 1%
-----------------  -------------  -------------  ------------  ------------

Vi Bui                  335,250         182,250       153,000  less than 1%
-----------------  -------------  -------------  ------------  ------------

James Stubler           130,000          70,000        60,000  less than 1%
-----------------  -------------  -------------  ------------  ------------

Samuel Eisenberg        260,000         140,000       120,000  less than 1%
-----------------  -------------  -------------  ------------  ------------
(1)     Of such shares, 663,000 are held by MRC Legal Services, LLC.  M. Richard
Cutler  is  the  beneficial  owner  of  MRC  Legal  Services,  LLC.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  the  NASD,  or  other exchange, in a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

                                       21
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  the Cutler Law Group.  M. Richard Cutler is the sole shareholder of
MRC Legal Services Corporation, which does business as the Cutler Law Group. Mr.
Cutler and his employees are the beneficial owners of an aggregate of 2,335,000
shares of common stock of the Company.

                                     EXPERTS

The  balance  sheets  as  of  December  31,  1997 and 1998 and the statements of
operations, shareholders' equity and cash flows for the years then ended of PCBM
have  been  incorporated by reference in this Registration Statement in reliance
on  the  report  of Bagell, Josephs,  Levine, Firestone & Co., L.L.C, idependent
accountants, given on the authority  of  that  firm  as  experts  in  accounting
and  auditing.

                                       22
PART  II

             INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's  Form  8-K for an event on March 3, 2000, filed on March 6,
2000.

(ii)     Registrant's  Form 10-SB, as amended (in the name of MAS Acquisition
XIX Corp., the Company's  predecssor), originally filed  on  August  30,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State  of  Nevada and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

                                       23
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

*3.1     Articles  of  Incorporation
*3.3     Bylaws
 5       Opinion  of  Cutler Law Group
 10.1    Consulting  Agreement  dated  March  3,  2000.
 23.1    Consent  of  Bagell, Josephs,  Levine, Firestone & Co., L.L.C.
         idependent accountants
________________________
*  Incorporated  by  reference  to  PCBM's  Form  8-K,  filed  on March 6, 2000.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement 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 the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

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

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  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.

                                       24
(c)     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  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                       25
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Clearwater, State of Florida, on March 10, 2000.

PINNACLE BUSINESS MANAGEMENT, INC.

/s/ Michael Bruce Hall

By:     Michael Bruce Hall
Its:    President
        and  Chairman  of  the  Board

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

  /S/ Jeffrey G. Turino
-------------------------------------------------------
Jeffrey G. Turino, Chief Executive Officer and Director

  /S/ Michael B. Hall
-------------------------------------------------------
Michael B. Hall, President and Director