UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 11, 2000
ViaPay Limited
(Exact Name of registrant as Specified in charter)
Nevada 000-28309 88-0430739
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1000 Great West Road, Brentford, Middlesex, London, England TW8 9HH
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 44-0700-2262-6255
Interface E.com, Inc.
(Former Name or Former Address, if Changes Since Last Report)
INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. Acquisition or Disposition of Assets
On September 1, 2000, ViaPay Limited acquired all the issued and outstanding
capital shares of Gambrook Limited, an Irish corporation, from Gambrook's two
shareholders -- Mr. Ross Ivers and Kristina Solem. Mr. Ivers is a director and
chief financial officer of ViaPay and beneficially owns 600,000 shares of ViaPay
common stock, representing 3.33% of the total outstanding. Ms. Solem is an
executive vice president of ViaPay and beneficially owns 1,000,000 shares of
ViaPay common stock, representing 5.56% of the total outstanding. The
consideration received by the sellers of Gambrook's shares was the covenant of
ViaPay to issue and sell two million of ViaPay's shares of common stock in order
to raise $12 million of funds in a transaction or
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transactions that would be exempt from the registration requirements of the
Securities Act of 1933, as amended. The proceeds will be used to develop the
business of Gambrook. The board of directors of ViaPay determined that the
consideration was fair based upon the potential of Gambrook if its business can
be successfully developed.
Gambrook has begun the initial development of an e-commerce solution for banks
that, if successfully developed, will combine certainty of settlement, ease of
practice, privacy and transaction security for online purchasing. The successful
development of this solution, however, cannot be assured. Gambrook's assets
consisted almost entirely of intellectual property necessary to its business,
including software and know-how.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
No financial statements or pro forma financial information are filed
herewith. ViaPay is required to file financial statements and pro
forma financial information no later than 60 days after the date on
which this Current Report on Form 8-K was required to be filed.
(c) Exhibits
10.1 Financing Agreement dated July 15, 2000 between ViaPay and
Pacific Capital Markets Inc.
10.2 Acquisition Agreement dated July 15, 2000 among ViaPay, Kristina
Solem, Ross Ivers and Gambrook Limited.
10.3 Consulting Agreement dated July 15, 2000 between ViaPay and
Pacific Capital Markets Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, ViaPay
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
ViaPay Limited
Date October ___, 2000 By /s/ Ross Ivers
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Ross Ivers
Chief Financial Officer
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