<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTERNATIONAL BARTER CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
459108106
(CUSIP Number)
STEVE WHITE, 21400 INTERNATIONAL BLVD., SUITE 207, SEATTLE, WASHINGTON 98198
(206) 870-9290
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
FEBRUARY 6, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on the following pages)
Page 1 of 8 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP No. 459108106 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
ASTRA ADVISORS LLC 13-402743
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 670,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
670,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS
<PAGE> 3
SCHEDULE 13D
CUSIP No. 459108106 PAGE 3 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
LIAD Y. MEIDAR
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 670,000
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
670,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS
<PAGE> 4
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share
("Common Stock"), of International Barter Corp., a Nevada corporation
("Company"). The address of the Company's principal executive office is 21400
International Blvd., Suite 207, Seattle, Washington 98198.
In July 1998, the Company effected a two-for-one stock split. All share
information contained in this statement gives effect to this stock split.
The shares of Common Stock that are the subject of this statement are
issuable upon exercise of stock options (the "Options") issued to Astra Advisors
LLC at exercise prices ranging form $2.00 to $14.00 per share.
Item 2. Identity and Background.
This statement is filed jointly by Astra Advisors LLC ("Astra"), a
limited liability company organized under the laws of New York, whose principal
business is strategic planning and advisory services, and Liad Y. Meidar (the
"Reporting Persons"). Mr. Meidar is the President and controlling equity owner
of Astra. The business address for Astra and Mr. Meidar is 61 West 62nd Street,
#19D, New York, NY 10023. During the past five years, none of the Reporting
Persons has been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired the Options to purchase an aggregate of
670,000 shares of Common Stock on February 6, 1999 for services rendered and to
be rendered the Company pursuant to a Consulting Agreement dated as of October
1, 1998 with the Company ("Consulting Agreement") pursuant to which Mr. Meidar
has agreed to serve as an advisor to the Company through September 30, 2000,
focusing on potential acquisitions, strategic planning and business development.
The Options are exercisable at prices ranging from $2.00 to $14.00 per share for
a period commencing February 6, 1999 and expiring on February 6, 2004.
Item 4. Purpose of Transaction.
The Options were acquired by the Reporting Persons as compensation for
consulting services solely for investment purposes and not for the purpose of
acquiring control of the Company.
Other than as set forth above, the Reporting Persons have no present
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
The Reporting Persons may, at any time and from time to time, review or
reconsider their position and formulate plans or proposals with respect thereto,
but have no present intention of doing so.
(Page 4 of 8 Pages)
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Item 5. Interest in Securities of the Issuer.
(a) Astra is the beneficial owner of Options to purchase an aggregate
total of 670,000 shares of Common Stock, representing approximately 10.4% of the
issued and outstanding shares of Common Stock of the Company. Liad Y. Meidar is
the President and controlling equity owner of Astra. In his capacity as
President and controlling equity owner of Astra, Mr. Meidar shares voting and
dispositive power with respect to the securities beneficially owned by Astra and
is also deemed to be the beneficial owner of the Options. Accordingly, Mr.
Meidar beneficially owns the Options to purchase an aggregate total of 670,000
shares of Common Stock, representing approximately 10.4% of the issued and
outstanding shares of Common Stock of the Company. The Options are exercisable
at any time during the period commencing February 6, 1999 and expiring on
February 6, 2004.
The percentages of outstanding shares of Common Stock of the Company set
forth in the preceding paragraph is computed based on a total of 5,776,400
shares of common stock outstanding as of December 31, 1998.
(b) Upon issuance of Common Stock upon exercise of the Options, Astra
will have the power to vote or to direct the vote of the 670,000 shares
beneficially owned by it, as well as the power to dispose or direct the
disposition of the securities. In his capacity as President and controlling
equity owner of Astra, Mr. Meidar may also be deemed to have the power to direct
the vote and disposition of these securities, and accordingly shares voting and
dispositive power with respect to the 670,000 shares beneficially owned by
Astra.
(c) See items 3 and 4 above.
(d) Inapplicable
(e) Inapplicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Under the terms of the Consulting Agreement, if a merger or acquisition
transaction is consummated during the term of the Consulting Agreement or within
one year thereafter, Mr. Meidar will receive a fee equal to 3% of the
consideration paid by the Company, payable 50% in cash and 50% in Common Stock
valued at fair market value.
Of the 670,000 Options, 40,000 have been granted under the Company's
1998 Stock Option Plan, intended to serve as an equity incentive program for
management, qualified employees, non-employee members of the Board of Directors,
and independent advisors or consultants.
Except as set forth above, neither Astra nor Mr. Meidar has any
contracts, arrangements, understandings or relationships with any person with
respect to any of the securities of the Company, including, but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
(Page 5 of 8 Pages)
<PAGE> 6
Item 7. Materials to be Filed as Exhibits.
1.0 Consulting Agreement with Liad Meidar.*
2.0 Joint Statement on Schedule 13D, as required by Rule 13d-1(f)(1)
under the Exchange Act
__________________
* Incorporated by reference to the exhibits to the Registration Statement on
form SB-2 as filed with the Securities and Exchange Commission on January 29,
1999
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 3, 1999
Astra Advisors LLC
a New York limited liability company
By: /s/ LIAD MEIDAR
- --------------------------
Liad Y. Meidar, President
Dated: February 3, 1999
/s/ LIAD MEIDAR
- --------------------------
Liad Y. Meidar
(Page 6 of 8 Pages)
<PAGE> 7
EXHIBIT INDEX
<TABLE>
Exhibit No. Description
- ----------- -----------
<S> <C>
1.0 Consulting Agreement with Liad Meidar.*
2.0 Joint Statement on Schedule 13D, as required by Rule 13d-1(f)(1)
under the Exchange Act
</TABLE>
__________________
* Incorporated by reference to the exhibits to the Registration Statement on
form SB-2 as filed with the Securities and Exchange Commission on January 29,
1999
(Page 7 of 8 Pages)
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EXHIBIT 2.0
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of International Barter Corp. and
hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned.
Dated: February 12, 1999
Astra Advisors LLC
a New York limited liability company
By: /s/ LIAD MEIDAR
- --------------------------
Liad Y. Meidar, President
Dated: February 12, 1999
/s/ LIAD MEIDAR
- --------------------------
Liad Y. Meidar
(Page 8 of 8 Pages)
