U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report( date of earliest event reported):
March 31, 1999
INTERNATIONAL FUEL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
000-23485 98-0177646
(Commission File No.) (IRS Employer
Identification No.)
Suite 106
1460 Pandosy St.
Kelowna, British Columbia
Canada V14 1P3
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (250) 868-8445
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Item 2. Acquisition and Disposition of Assets.
Effective March 31, 1999, International Fuel Solutions, Inc. (the
"Company") entered into a rescission agreement with FES Innovations, Inc.
("FES"), a privately held British Columbia, Canada corporation, whereby the
Company and FES did agree to rescind the previous asset acquisition agreement
entered between the aforesaid parties in June 1998. As part of the terms of this
rescission, FES and its assigns did agree to tender back into the Company's
treasury an aggregate of 21,000,000 "restricted" common shares, representing
67.7% of the Company's then outstanding common stock. FES also agreed to repay
certain balances incurred by the Company applicable to the rescission and other
related activities of the Company.
Also effective March 31, 1999, the Company entered into a letter of
intent with Mr. Michael Levine, Toronto, Canada ("Levine"), whereby the Company
has agreed, in principle, to acquire certain assets owned by Levine, including
an electronic commerce web site and the right to the business names, including
"Shopshopshopping.com," "Superwebmall.com" and "Greatestmall on earth.com" (the
"Assets"). In exchange for the Assets, the Company has agreed to issue 2,500,000
shares of its common stock equal to ownership of approximately 33% of its
outstanding shares, in exchange for all of the Assets. In the event this
proposed acquisition is successfully consummated, it is anticipated that the
Company will change its name to "Shopshopping.com, Inc.", or such other name as
may be available and acceptable to Levine and the Company's shareholders.
The proposed acquisition is subject to satisfaction of certain
conditions, including completion of due diligence activities and other matters.
If the proposed transaction with Levine is consummated, the present officers and
directors of the Company are expected to resign their respective positions with
the Company, to be replaced by Mr. Levine and others designated by him. If these
conditions are met, it is expected that the proposed transaction with Levine
will close in approximately 10-15 days from the date of this report. However,
there are no assurances that the proposed transaction will close on the
aforesaid date, or that any unforeseen delay will occur. A copy of the letter of
intent between the Company and Levine is attached hereto as Exhibit 2.3 and
incorporated herein as if set forth.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
2.2 Rescission Agreement between the Company and FES
Innovations, Inc.
2.3 Letter of Intent between the Company and Levine.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL FUEL SOLUTIONS, INC.
By: s/Devinder Randhawa
Devinder Randhawa,
President
Dated: April 5, 1999
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INTERNATIONAL FUEL SOLUTIONS, INC.
EXHIBIT 2.2
RESCISSION AGREEMENT BETWEEN
THE COMPANY AND
FES INNOVATIONS, INC.
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AGREEMENT
THIS AGREEMENT, dated this 31st day of March, 1999, by and between
INTERNATIONAL FUEL SOLUTIONS, INC., f/k/a LBF CORPORATION, a company
incorporated pursuant to the laws of the State of Nevada, with its principal
place of business located at Suite 106, 1460 Pandosy St., Kelowna, British
Columbia, Canada, V14 1P3 (hereinafter referred to as "IFS") and FES
INNOVATIONS, INC., a company incorporated pursuant to the laws of British
Columbia, Canada, having its principal place of business located at 303-478
Bernard Ave., Kelowna, British Columbia, Canada V1Y 6N7 (hereinafter referred to
as "FES"), who hereby agree as follows:
R E C I T A L S:
WHEREAS, on or about June 19, 1998 the parties hereto did enter into
that certain Purchase and Sale Agreement (the "Agreement"), wherein IFS acquired
certain of the assets and liabilities of FES in exchange for issuance of an
aggregate of 12,500,000 shares of Purchaser's common stock, par value $.001 per
share (post forward split); and
WHEREAS, the parties hereto have concluded that it is in their
respective best interests to rescind the Agreement, for FES to redeem its IFS
Shares issued pursuant to said Agreement and for IFS and FES to release the
other pursuant to the terms and conditions contained hereinbelow; and
WHEREAS, the parties hereto mutually acknowledge, recognize and agree
that IFS has incurred certain costs and expenses, both direct and indirect,
arising out of the Agreement and FES has agreed to cause IFS to be reimbursed
for such costs and expenses pursuant to the terms and conditions contained
hereinbelow; and
WHEREAS, the parties hereto have undertaken all corporate action
necessary to approve this rescission and the terms and conditions contained
hereinbelow.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants, terms and conditions set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
ARTICLE I
CLOSING AND CLOSING DATE; EXCHANGE OF AGREEMENTS
1.1 Closing and Closing Date. The delivery of a Promissory Note by FES
in favor of IFS in the principal balance of $93,000 (US), a copy of which is
attached hereto and incorporated herein as Exhibit "A" (the "Note"), surrender
of applicable IFS Common Stock Certificates (if applicable) and exchange of
releases and hold harmless agreements provided in this Agreement shall be
consummated on or before March 31, 1999 at such place and time as the parties
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hereto mutually agree upon. The date and event of the delivery and exchange are
hereinafter referred to as the "Closing Date" and the "Closing".
1.2 Delivery of Note. It is hereby acknowledged by the parties hereto
that, as a result of the Agreement, IFS has incurred certain costs and expenses
including, but not limited to, legal fees, accounting fees, advisory fees and
other related costs and expenses. The parties hereto agree that FES is obligated
to repay to IFS these costs and expenses; however, it is difficult, if not
impossible, for the parties to ascertain the exact amount of costs and expenses
incurred by IFS herein. The parties hereto have agreed, through arms length
negotiations, for FES to tender the balance of $93,000 to IFS. However, FES does
not presently have sufficient funds available to pay IFS. Therefore, at the
Closing on the Closing Date, FES shall deliver an executed original Note in the
principal amount of $93,000 (US) to IFS, the terms of which are incorporated
herein by reference as if set forth.
ARTICLE II
MUTUAL RELEASES
2.1 Relinquishment of Claims. At the Closing on the Closing Date, IFS
and FES hereby agree to release, relinquish and waive all claims and interest in
any and all of the assets of the other, including, but not limited to, tangible
and intangible assets, agreements, contracts, equipment, goodwill, hardware,
intellectual property, leases, licenses, patents, property, receivables,
software, securities, technology and tradename of IFS and FES, as applicable.
2.2 General Releases. At Closing on the Closing Date, IFS and FES, for
themselves and their respective officers, directors, employees, shareholders,
agents, representatives, affiliates, predecessors, parent and subsidiary
corporations, successors and assigns, shall forever waive, release and discharge
the other, including the other party's officers, directors, employees,
shareholders, agents, representatives, affiliates, predecessors, parent and
subsidiary corporations, successors and assigns, from any and all liabilities,
claims, demands, disputes, causes of action, lawsuits, debts, sums of money,
advances, loans, payments, covenants, agreements contracts, representations,
warranties and damages, whether known or unknown, whether past, present of
future, which arise out of or relate to (i) the Agreement; (ii) the issuance of
securities by IFS relating to the Agreement; (iii) secondary trading in IFS's
securities, if any; and (iv) the cancellation and rescission of the Agreement,
except in relation to the Note referenced herein.
ARTICLE III
CORPORATE AUTHORIZATIONS
3.1 IFS Corporate Authorization. IFS covenants, agrees, represents and
warrants to FES that, as of the Closing Date, it has
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full power and authority to enter into this Agreement and the execution,
delivery and consummation of this Agreement have been duly authorized by all
necessary actions on its part.
3.2 FES Corporate Authorization. FES covenants, agrees, represents and
warrants to IFS that, as of the Closing Date, it has full power and authority to
enter into this Agreement and the execution, delivery and consummation of this
Agreement have been duly authorized by all necessary actions on its part.
ARTICLE IV
MISCELLANEOUS
4.1 Further Assurances. At any time and from time to time after the
date of this Agreement, each and every party hereto shall execute such
additional instruments and take such other and further action as may be
reasonably requested by any other party to carry out the intent and purpose of
this Agreement.
4.2 Waiver. Any failure on the part of any party hereunder to comply
with any of their obligations, agreements or conditions may be waived in writing
by the party to whom such compliance is owed; however, waiver on one occasion
does not operate to effectuate a waiver on any other occasion.
4.3 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid, first class, registered or certified mail, return receipt requested, as
first set forth above, or such other address as a party may so advise in the
future.
4.4 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or written, between the parties
and relating to the transactions evidenced hereby or the subject matter hereof.
4.5 Headings. The article and paragraph headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
4.6 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada.
4.7 Counterparts. For purposes of this Agreement, a document (or
signature page thereto) signed and transmitted by facsimile machine or
telecopier is to be treated as an original document. The signature of any party
thereon, for purposes hereof, is to be considered as an original signature, and
the document transmitted is to be considered to have the same binding effect as
an original signature on an original document. At the request of any party, a
facsimile or telecopy document is to be re-executed in original form by the
parties who executed the facsimile or telecopy
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document. No party may raise the use of a facsimile machine or telecopier
machine as a defense to the enforcement of the Agreement or any amendment or
other document executed in compliance with this Section.
4.8 No Oral Modification. This Agreement may be amended solely in
writing, and only after the mutual agreement of the parties affected hereby.
4.9 Survival of Representations, Warranties and Covenants. The
representations, warranties, covenants and agreements contained herein shall
survive the date and execution of this Agreement.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed on the date and year first above written.
INTERNATIONAL FUEL SOLUTIONS, INC.
/s/ Devinder Randhawa
President
FES INNOVATIONS, INC.
/s/ Dale Petersen
President
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INTERNATIONAL FUEL SOLUTIONS, INC.
EXHIBIT 2.3 TO FORM 8-K
LETTER OF INTENT BETWEEN
THE COMPANY AND MICHAEL LEVINE
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INTERNATIONAL FUEL SOLUTIONS, INC.
Suite 106
1460 Pandosy St.
Kelowna, British Columbia, Canada V14 1P3
March 22, 1999
Mr. Michael Levine
25 Cavell Ave.
Toronto, Ontario, Canada M4K 1L5
Re: Acquisition of Assets by International Fuel
Solutions, Inc.
Dear Mr. Levine:
This letter is intended to express the general terms relating to the acquisition
of certain assets by International Fuel Solutions, Inc., a Nevada corporation
(the "Company") from you, as sole owner of such assets (the "Assets"). The
objective of our discussions has been the execution and consummation of
applicable, formal Agreement(s) between the Company and yourself (the
"Agreements") which, among other things, would provide for the various matters
set forth below.
1. Acquisition of Assets by the Company. The board of directors of the
Company has completed an initial evaluation of the business plan, financial
statements and other relevant documents related to the Assets and have concluded
that an acquisition of the Assets (more fully described in Exhibit "A" attached
hereto and incorporated herein as if set forth) by the Company, whereby the
Company would issue shares of its common stock equal to ownership of 33% of its
outstanding shares, in exchange for all of the Assets would be in the best
interest of both companies. It is the intent of the parties hereto that, if
possible, the proposed transaction described herein be effected on a "tax-free"
basis pursuant to the Internal Revenue Code of 1986, as amended and the
applicable laws of both British Columbia and Canada.
2. Terms of Acquisition.
(A) Company Capitalization. The Company's total authorized capital
stock consists of 25,000,000 shares of Preferred Stock, par value $0.001 per
share, and 50,000,000 shares of Common Stock, par value $0.001 per share. As of
the date hereof there are 5,000,000 common shares of the Company issued and
outstanding. There are no preferred shares issued or outstanding.
(B) Special Board and Shareholder Meetings. Prior to Closing, the
Board of Directors of the Company will call a special meeting of the Board of
Directors and shareholders (if deemed necessary pursuant to the laws of the
State of Nevada) for the purposes of: (a) ratifying the transaction proposed
herein; (b)
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Mr. Michael Levine
March 22, 1999
Page 2
amending the Company Articles of Incorporation, to change the name of the
Company to "Shopshopping.com, Inc.", or such other name as may be available and
acceptable to you; (c) undertaking any additional amendments to the Company
Articles of Incorporation reasonably requested by yourself and acceptable to the
Company's Board of Directors.
(C) Officers and Directors. At Closing, the present officers and
directors of the Company shall deliver to the Company their respective letters
of resignation, along with certified minutes of the Company Board of Directors
accepting such resignation and appointing to the Company Board those persons
designated by you to be officers and directors of the surviving entity herein.
3. Financial Condition of the Company. Except as provided herein, as of the
Closing Date, the Company balance sheet will reflect no assets or liabilities.
4. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed herein shall
take place as soon as practical after the Company's Board of Directors has
approved the terms included herein, the Company's shareholders have adopted
those amendments to the Company's Articles of Incorporation and you approve the
terms included herein and in such definitive agreements as may be applicable to
the transaction contemplated herein. The Closing shall take place in Aurora,
Colorado at the offices of legal counsel for the Company, Andrew I. Telsey,
P.C., 2851 S. Parker Road, Suite 720, Aurora, Colorado 80014, or such other
location as the parties may so agree. At the discretion of the parties hereto,
Closing may also occur via telephonic means.
(B) To Be Provided by Michael Levine. At Closing, or as soon
thereafter as the parties hereto may so agree, you shall provide to the present
Board of Directors of the Company the following:
i) a financial audit of the Assets, which shall be prepared in
accordance with Generally Accepted Accounting Principles and
provided by an independent, SEC Certified Public Accountant and
such audit shall demonstrate balance sheet information consistent
with the financial information provided to the Company by FES prior
to Closing;
ii) an investment letter in a form acceptable to counsel to the
Company, duly executed by you and all other owners of
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Mr. Michael Levine
March 22, 1999
Page 3
the Assets (hereinafter the "Seller"), acknowledging that the
Seller is selling the Assets in exchange for 2,500,000 common
shares of the Company common stock, that such shares to be acquired
by the Seller is solely for his account and for investment and he
has no plan, intention, contract, understanding, agreement or
arrangement with any person to sell, assign, pledge, hypothecate or
otherwise transfer to any person such shares, or any portion
thereof; and
(iii) such other documentation as is reasonably requested by the
Company and which is customarily delivered in transactions of the
kind described herein.
(C) Non-Delivery. Failure by the Seller to provide those items
described hereinabove, or failure of said audit to confirm the financial
condition of the Assets as represented herein or otherwise to the Company, shall
render this proposed transaction voidable at the discretion of the present Board
of Directors of the Company. For purposes herein, any deviation in excess of 10%
shall be construed as conforming with the financial condition of the Assets.
(D) Representations of the Company. The Company hereby represents
that, as of the Closing date, it shall be current in all filings required to be
tendered to the Securities and Exchange Commission ("SEC") pursuant to the
Securities Exchange Act of 1934, as amended, including but not limited to,
filings on Forms 10-K, 10-KSB, 10-Q and/or 10-QSB.
5. Default. In the event the Seller fails to perform pursuant to Paragraph
4, above, or close the transaction without the fault of the Company, the Seller
shall be responsible for payment of all reasonable costs incurred by the
Company, including but not limited to attorneys fees, due diligence costs and
such other costs as may be incurred directly relating to this proposed
transaction. Otherwise, each party hereto shall be responsible for payment of
their own legal, accounting and any other out-of-pocket expenses reasonably
incurred in connection with this transaction, whether or not this transaction is
consummated.
6. Confidentiality. Upon the signing of this Letter of Intent, the Company
and the Seller will provide to each other full access to their books and records
and will furnish financial and operating data and such other information with
respect to their business and assets as may reasonably be requested from time to
time. If the proposed transaction is not consummated, all parties shall keep
confidential any information (unless ascertainable from public filings or
published information), obtained concerning the other's
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Mr. Michael Levine
March 22, 1999
Page 4
operations, assets and business.
7. Finders Fees. It is hereby acknowledged that each party hereto may be
responsible for payment of certain finders fees relating to the transaction
proposed herein and that as a further condition to Closing, as defined herein,
each party shall warrant in such Closing documents that such finders fees have
been paid and further, shall indemnify and hold harmless the other party from
such obligation.
8. Counterparts Facsimile Execution. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile machine
or telecopier is to be treated as an original document. The signature of any
party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At the request
of any party, a facsimile or telecopy document is to be re-executed in original
form by the parties who executed the facsimile or telecopy document. No party
may raise the use of a facsimile machine or telecopier machine as a defense to
the enforcement of the Agreement or any amendment or other document executed in
compliance with this Section.
9. Jurisdiction. It is the intention of the parties that the laws of the
State of Nevada govern the determination of the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the
parties.
10. Notices. Any notice relevant herein shall be deemed to have been
sufficiently served for all purposes if delivered personally to the party to
whom the same is directed, or, if sent, by deposit with the United States mail,
certified mail, return receipt requested postage prepaid, at such party's
address listed hereinabove, or to such other address as shall be furnished in
writing by any party to the other. any such notice shall be deemed to be given
three (3) days after deposited in the U.S. mail.
11. Further Action. Each party shall execute and deliver such papers,
documents and instruments, and perform such acts as are necessary or appropriate
to implement the terms hereof and the intent of the parties hereto.
12. Amendments. This Agreement may only be amended by the
mutual consent of all the parties hereto which Amendment shall be
in writing, duly executed by the parties.
If the foregoing accurately reflects your understanding of the
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Mr. Michael Levine
March 22, 1999
Page 5
terms and conditions of our agreement please so indicate by signing
below as designated.
Yours truly,
INTERNATIONAL FUEL SOLUTIONS, INC.
By: /s/ Devinder Randhawa
Devander Randhawa, President
APPROVED AND ACCEPTED this 31st day of March, 1999.
/s/ Michael Levine
Michael Levine
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