<PAGE> 1
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
DECEMBER 4, 1999
Date of Report
(Date of earliest event reported)
INTERNATIONAL INTERNET, INC.
(Exact name of registrant as specified in its charter)
6413 CONGRESS AVENUE, SUITE 240
BOCA RATON, FL 33487
(Address of principal executive offices)
(561) 988-2334
Registrant's telephone number
CAPROCK CORPORATION
1504 "R" STREET N.W.
WASHINGTON, D.C. 20009
Former name and former address
DELAWARE 0-26415 52-2175532
(State or other jurisdiction) (Commission File (IRS Employer
of incorporation) File Number) Identification No.)
CAPROCK CORPORATION
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On November 26, 1999, International Internet, Inc., a Delaware
corporation ("IINN"), acquired 100% of the issued and outstanding stock of
Caprock Corporation, a Delaware corporation ("Registrant") pursuant to a Stock
Purchase Agreement which has previously been reported on Form 8-K and filed on
December 3, 1999.
<PAGE> 2
As a result of IINN's 100% ownership of the Registrant, the Board of
Directors of IINN, on December 1, 1999, by unanimous written consent, elected to
merge the Registrant into IINN pursuant to Section 253 of Delaware's General
Corporate Laws and caused IINN's officers to file the attached Certificate of
Ownership and Merger ("Merger"). As a result of the Merger, IINN will be the
surviving company.
Prior to the effectiveness of the Merger, IINN had an aggregate of
768,446,187 shares of common stock issued and outstanding, $.00001 par value.
Upon effectiveness of the merger, IINN will have an aggregate of
768,446,187 shares of common stock outstanding.
The officers of IINN will continue as officers of the successor
issuer. See "Management" below. The officers, directors, and bylaws of IINN will
continue without change as the officers, directors, and bylaws of the successor
issuer.
A copy of the Certificate of Ownership and Merger is filed as an
exhibit to this Form 8-K and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
(b) The following table contains information regarding the
shareholdings of IINN's current directors and executive officers and those
persons or entities who beneficially own more than 5% of its common stock as of
December 1, 1999 (giving effect to the exercise of the warrants held by each
such person or entity, if any):
<TABLE>
<CAPTION>
Amount of Common % of Common Stock
Name Stock Beneficially Owned Beneficially Owned
<S> <C> <C>
Gary Schultheis 252,269,000 32.83%
President, Director
Herbert Tabin 252,269,000 32.83%
Vice President, Director
Joel C. Holt 19,891,666 2.59%
Director
Robert Wussler 10,416,666 1.36%
Director
John Signorello 10,225,000 1.33%
Director
Dr. Irwin A. Horowitz 10,416,666 1.36%
Director
All directors and 551,238,000 72.30%
executive officers as
a group (6 persons)
</TABLE>
<PAGE> 3
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) As a result of IINN merging with Registrant, its wholly-owned
subsidiary pursuant to Section 253 of the Delaware General Corporate Law,
Registrant's outstanding shares shall be cancelled and IINN shall assume
Registrant's reporting obligations under successor issuer status as more fully
detailed in Section 12(g)(3) of The Securities Act of 1934.
(b) IINN intends to continue developing and marketing premium cigars
with the further development, marketing, and distribution of ancillary products
which can enhance not only cigar sales, but other products which may be offered
over the internet.
BUSINESS
THE COMPANY
International Internet, Inc. (the "Company" or "IINN"), is a diversified holding
company which develops and operates internet and direct retail marketing
companies and computer service providers on the internet. The IINN Group
includes wholly-owned subsidiaries; American Computer Systems ("ACS") and
StogiesOnline.com, Inc, (StogiesOnline.com) and majority owned subsidiaries,
TheBroadcastWeb.com, inc. (www.thebroadcastweb.com), Mr. Cigar, Inc. ("Cigar").
In addition, Stogiesauction.com (www.stogiesauction.com) is a joint venture
between AuctionAnything.com, Inc. and IINN. IINN also holds minority interests
in Wowstores.com, inc. (www.wowstores.com) and GoldOnline International, Inc.
(www.goldonline.com).
IINN'S original business was operated as a developmental stage company under its
Cigar subsidiary, which was in the business of licensing, selling and/or
operating cigar vending machines. The Compnay opened its StogiesOnline.com
internet site in November 1998. As a result of the success of the StogiesOnline
website, the company refocused its resources in 1999 into the internet cigar
sales market and other specialty goods, and is presently trying to find a buyer
for Cigar or a joint venture partner to operate and sell its cigar vending
machines.
STOGIESONLINE.COM
StogiesOnline.com ("Stogies") became an online distributor and retailer of brand
name premium cigars within the United States on November 18, 1998. Stogies'
products consist of premium cigars, factory brand name seconds and mass market
cigars which are distributed online to retail and wholesale customers. Stogies
markets a wide variety of premium cigars and related tobacco products on a
retail basis throughout the United States via the internet. Management utilizes
its web site located at URL www.StogiesOnline.com as its primary advertising
vehicle. Stogies' cigar lines consists of over 30 brands. Among Stogies'
products are nationally recognized brand names - Arturo Fuente, Ashton, AVO,
Baccarat, Bahia, Bauza, Bering, Cohiba, Don Diego, Dunhill, Garcia Vega, H.
Upmann, Lars Tetens, Macanudo, Montecristo, Opus X, Padron, Partagas, Punch,
Sosa and Te-amo.
Total gross sales revenue for the eight months ending August 31, 1999 were
$472,309.47. StogiesOnline expanded its client base to over 2,000 customers in
over 15 countries. Purchases from repeat customers have been steady, with repeat
buyers accounting for approximately 29% of all orders in the first eight months.
The increase in monthly sales can be directly attributed to several factors such
as improved relationships with our wholesale partners, an increase in recurring
purchases from our existing customers, new customers and the revamping and
relaunch of our Website.
<PAGE> 4
AMERICAN COMPUTER SYSTEMS
Acs was acquired on September 20, 1999 and is a wholly-owned subsidiary of IINN.
ACS is a full service provider of computer systems and services to the federal
government. ACS focuses on all phases of hardware implementation, including
system engineering, product design, software integration and networking
communications. In November 1997, ACS was awarded its first General Services
Administration (GSA) schedule contract for computer systems and peripherals.
This contract has been extended for five additional years. ACS has concentrated
its efforts on providing the Federal Government best value systems with on-site
service and support as required for both Continental United States (CONUS) and
Outside the Continental United States (OCONUS). American Computer Systems
maintains a web site at www.acspc.com. ACS' total unaudited sales revenue for
the period beginning January 1999 to September 1999 was $737,703. ACS' unaudited
sales revenue for calendar year ending 1998 was $1,046,805.
THEBROADCASTWEBNETWORK.COM, INC.
TheBroadcastWebNetwork.com is an aggregator and broadcaster of streaming media
programming on the Web with the network infrastructure to deliver or "stream"
live and on-demand audio programs over the internet and intranets.
TheBroadcastWebNetwork.com and its representative sites - BluesBoyMusic.com
(www.bluesboymusic.com), SoulManMusic.com (www.soulmanmusic.com) and
JazzManMusic.com (www.jazzmanmusic.com) rely primarily on the two leading
providers of streaming media products, Real Networks, Destiny Media Player and
Microsoft, to license encoders to it in order to broadcast its content and to
distribute player software in order to create a broad base of users. Users are
currently able to electronically download copies of Real Networks' Real Player,
Destiny Media Player and Microsoft's Windows Media Player software free of
charge from a wide variety of sources, including The Broadcast Network.com and
its sites.
MR. CIGAR INC.
IINN, through its majority-owned subsidiary, Cigar, sells, licenses and operates
the "Mr. Cigar" automated vending humidors, which dispenses massmarket and
premium cigars. The automated humidors hold up to 200 cigars ranging in price
from $2 to $35 keeping them humidified until purchased. As stated earlier, the
Company is trying to find a buyer or a joint venture partner to operate Cigar's
current machines and allow the Company to focus entirely on Stogiesonline.com
for its cigar sales.
JOINT VENTURES
INTERNATIONAL INTERNET - AUCTION ANYTHING JOINT VENTURE
In April 1999, IINN entered into a joint venture agreement with
AuctionAnything.com, Inc. to launch a cigar auction site, StogiesAuction.com.
Stogies Auction which can be found at URL'S www.StogiesAuction.com or
www.StogieAuctions.com, offers its members the ability to bid on popular cigars,
rare cigars and other hard to find cigar related items. The site offers a
company-to-person trading platform as well as a public, person-to-person trading
platform offering sellers a vehicle for listing their own items for sale. Buyers
are able to browse for items arranged by topic and bid through an automated,
easy to use online service. StogiesAuction.com is in direct competition with
other internet companies such as eBay, Inc., Excite Auction, Yahoo Auction and
Amazon Auction.
AuctionAnything.com is a network of related distinct internet auction sites
designed around specific "micro-community" themes. The network consists
primarily of a series of Auction Business Solutions (such as
http://www.stogiesauction.com), which are internally hosted and designed to
empower business owners with an e-commerce auction engine. Each Auction Business
Solution (ABS) is a
<PAGE> 5
modular, customized system that removes the barriers of entry for business
owners who want to employ their own internet auctions. The network is
supplemented by a person-to-person auction site
(http://Auctions.AuctionAnything.com) that is designed for community trading.
All members of the AuctionAnything.com auction family share a common customer
database (and user registration) enabling merchants to reach a wider audience
and consumers to find a wider variety of items.
SUPPLIERS
STOGIESONLINE.COM
As a direct buyer from manufacturers, Stogies is eligible to participate in
promotions, which enables it to pass substantial savings to its customers.
Stogies purchases overstocked or overproduced items from manufacturers and other
retailers, including factory brand name seconds. Currently, Stogies has entered
into non-exclusive distribution agreements with: Miami Cigar, Inc. who
distributes Leon Jimenes and La Aurora cigars, Havana Tampa, Inc., who is the
distributor for Romeo y Julietta and Vega Fina brands, Diamond Crown Humidors
and Accessories, J.C. Newman Cigar company who distributes Arturo Fuente, La
Unica and Cuesta Rey cigars, Howard House the distributor for Carbonell cigars,
Consolidated Cigar, the manufacturer of fine cigars such as Monticristo, H.
Upmann, Don Diego, Te-amo and, Lane Limited who manufactures Royal Jamaica
cigars, Dunhills, Montecruz and Onyx. Caribe manufactures Baccarrat brand name
cigars.
MARKETING
STOGIESONLINE.COM
Stogies markets a wide variety of premium cigars and related tobacco products on
a retail basis throughout the United States via the internet. Currently,
Stogies' average order size is approximately $53. Management utilizes its web
site as its primary advertising vehicle. Stogies' web site frequently highlights
its sale items and changes its product offerings and featured specials weekly.
The site currently offers over 30 different brands of cigars from several
different countries; however, by dialing 1-888-82-CIGAR, a customer can order
any cigar or tobacco accessory currently carried. In the event that Stogies
does not have a particular product in stock, a customer may place an order to
ship on arrival, or telemarketers may direct the customer to similar products by
utilizing its database. To drive traffic to Stogies' web site, Stogies entered
into agreements with Adsmart, a majority-owned subsidiary of CMGI, Inc. to
purchase 333,333 banner impressions and Flycast Communications Corporation to
purchase 20,000,000 banners. The Flycast program runs until the year 2000. This
agreement provides for 2,857,143 banners to run per month or approximately
95,238 banners per day. Flycast is a leading provider of web-based advertising
solutions.
TRADEMARKS
At this time, the Company has no registered trademarks or trade names.
PROPERTY
The Company currently maintains two office spaces. The corporate headquarters
are located at 6413 Congress Avenue, Suite 240, Boca Raton, Florida 33487. The
office is 2,358 square feet, and the monthly rent is $2,697.37. The Florida
phone number is (561) 988-0819. ACS'office is located at 14155 G Sullyfield
Circle, Chantilly, Virginia 20151. The office is 2,672 square fet and the
monthly rent is $2,250. The ACS office phone number is (703) 815-0070.
<PAGE> 6
LITIGATION
None
MARKET FOR IINN'S SECURITIES
IINN has been a non-reporting publicly traded company with certain
of its securities exempt from registration under the Securities Act of 1933
pursuant to Rule 504 of Regulation D and Rule 701 of the General Rules and
Regulations of the Securities and Exchange Commission. IINN's common stock is
traded on the OTC Bulletin Board operated by Nasdaq under the symbol IINN. IINN
has not filed a registration statement with the Securities and Exchange
Commission and has not been a reporting company under the Securities Exchange
Act of 1934. The Nasdaq Stock Market has implemented a change in its rules
requiring all companies trading securities on the OTC Bulletin Board to become
reporting companies under the Securities Exchange Act of 1934.
The Company is required to become a reporting company by the close
of business on January1, 2000 or no longer be listed on the OTC Bulletin Board.
IINN has effected the merger with Caprock and has become a successor issuer
thereto in order to comply with the reporting company requirements implemented
by the Nasdaq Stock Market.
The following table represents the average prices for the Company's
common stock:
<TABLE>
<CAPTION>
Opening High Low Closing
Price Bid Bid Bid
<S> <C> <C> <C> <C>
Oct., 1999 .055 .089 .049 .06
Sept., 1999 .07 .085 .05 .055
Aug., 1999 .11 .11 .06 .07
July, 1999 .14 .14 .08 .105
June, 1999 .225 .25 .12 .14
</TABLE>
MANAGEMENT
<TABLE>
<CAPTION>
NAME AGE TITLE
<S> <C> <C>
Gary Schultheis 34 President, Director
Herbert Tabin 32 Vice President, Director
Joel C. Holt 69 Director
John R. Signorello 34 Director
Dr. Irwin Horowitz 62 Director
Robert Wussler 59 Director
</TABLE>
GARY SCHULTHEIS is the founder of International Internet,
Inc. and has served as its President and a Director of the Company since
February, 1998. Mr. Schultheis currently serves as President and CEO of
Millennium Holdings Group, Inc., a corporate consulting firm. Mr Schultheis
attended the State University of New York at Farmingdale in 1984. From March
1994 to February 1996, Mr. Schultheis was President of Wall Street Enterprises
d/b/a Wall Street Associates, a financial consulting firm specializing in
mergers and acquisitions. In February 1996, Wall Street Enterprises was acquired
by Millennium Holdings Group, Inc. Currently, Wall Street Enterprises d/b/a Wall
Street Associates is a wholly-owned subsidiary of Millennium Holdings Group,
Inc.
<PAGE> 7
HERBERT TABIN is a founder of International Internet, Inc. and has
served as Vice President and a Director of the Company since February, 1998.
Prior to starting the Company, Mr. Tabin was a Vice President of Marketing with
LBI Group, Inc., a merchant banking and venture capital group from April 1995 to
December 1996. Mr. Tabin received a Bachelor of Science in Business Economics
from the State University of New York in 1989 and has been involved in financial
consulting and investment counseling since 1989.
DR. IRWIN A. HOROWITZ serves as a Director of the Company.
Dr. Horowitz received his podiatry degree from the M.J. Lewis College of
Podiatric Medicine in 1959. Dr. Horowitz has been the Chairman of the Board,
Chief Executive Officer and the President of Diversifax Inc. which is primirily
engaged as an international supplier of in-room facsimile systems to the
hospitality industry. For more than five years, Dr. Horowitz has been Chairman
of the Board and President of IMSG Systems, Inc. and certain affiliated
companies which were acquired by Diversifax in 1993. Dr. Horowitz is also a
Director of the Langer Biomechanics Group, Inc., a public company primarily
engaged in the business of manufacturing and selling orthotic products.
JOHN R. SIGNORELLO is a Director of the Company. Mr. Signorello has
been the Chief Executive Officer and founder of STMS - "Solutions That Make
Sense" - a private computer company that specialized in computer networks,
systems integration and information technology until it was acquired by Dunn
Computer Corporation (NASDAQ:DNCC). Prior to founding STMS in 1990, Mr
Signorello served as a sales representative for Applied Accounting Technology.
Mr. Signorello received a Bachelor of Business Administration in Marketing from
Radford University in 1988.
JOEL C. HOLT, DIRECTOR, holds a Bachelor of Science Degree from the
Medical College of Virginia in both Physical Therapy and Biology. Mr. Holt
served in various and progressively more responsible sales and marketing
positions for the Proctor and Gamble company for over 30 years, culminating as
Territory Manager for the Western District of North Carolina. In 1987, he was
instrumental in the formation of Keystone Laboratories, Inc., where he remains
as President.
ROBERT M. WUSSLER, Director, is one of the founders of Cable News
Network (CNN). From 1980 until 1990, he served as Senior Executive Vice
President of Turner Broadcasting. Mr. Wussler is the former president of the
Atlanta Braves professional baseball team and the Atlanta Hawks professional
basketball team. Prior to joining Turner Broadcasting, Mr. Wussler was president
of the Columbia Broadcasting System (CBS).
EXECUTIVE COMPENSATION
Gary Schultheis, currently has a contract with the Company,
pursuant to which he receives an annual salary of $102,500. He receives no other
form of compensation. Mr. Tabin has a contract paying him an annual salary of
$102,500. He receives no other form of compensation.
RELATED TRANSACTIONS
None
RISK FACTORS
CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES. IINN's common
stock is traded on the OTC Bulletin Board operated by Nasdaq under the symbol
IINN.
<PAGE> 8
IINN has not filed a registration statement with the Securities and Exchange
Commission and has not been a reporting company under the Securities Exchange
Act of 1934. The Nasdaq Stock Market has implemented a change in its rules
requiring all companies trading securities on the OTC Bulletin Board to be
registered as reporting companies. The Company is required to become a reporting
company by the close of business on January 1, 2000 or no longer be listed on
the OTC Bulletin Board. IINN has effected the merger with Caprock and has become
a successor issuer thereto in order to comply with the reporting company
requirements implemented by the Nasdaq Stock Market. No assurance can be given
that an active trading market in the Company's securities will be sustained if
it is able to retain its listed status.
PENNY STOCK REGULATION. Upon commencement of trading in the
Company's stock, if such continues (of which there can be no assurance), the
Company's common stock may be deemed a penny stock. Penny stocks generally are
equity securities with a price of less than $5.00 per share other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq Stock Market, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system. The Company's securities may be subject to "penny stock rules" that
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock rules"
require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock rules" may restrict the ability of broker-dealers to sell the Company's
securities. The foregoing required penny stock restrictions will not apply to
the Company's securities if such securities maintain a market price of $5.00 or
greater. There can be no assurance that the price of the Company's securities
will reach or maintain such a level.
TECHNOLOGICAL CHANGES. The internet is characterized by
technological change. The Company's success will depend, in part, on its
ability, to enhance its existing services, develop new services that address the
needs of its prospective customers and respond to technological advances and
practices on a timely basis. The development of a Web entails significant
technical, financial and business risks. There can be no assurance that the
Company will successfully implement new technologies or adapt its Web site,
proprietary technology and transaction-processing systems to customer
requirements or emerging industry standards. If the Company is unable, for
technical, legal, financial or other reasons, to adapt in a timely manner in
response to changing market conditions, such inability could have a material
adverse effect on the Company's business, prospects, financial condition and
results of operations.
INDEMNIFICATION OF OFFICERS AND DIRECTORS. Pursuant to the
corporation law of the State of Delaware, under most circumstances, the
Company's officers and directors may not be held liable to the Company or its
stockholders for errors in judgment or other acts or omissions in the conduct of
the Company's business unless such errors in judgment, acts or omissions
constitute fraud, gross negligence or malfeasance.
COMPETITION. All direct marketing and retail businesses are highly
competitive. With the internet, the Company competes for consumer expenditures
with all other forms of retail businesses, including department, discount,
warehouse and specialty stores, mail order, catalog and television home shopping
companies as well as other direct sellers and infomercials. The internet home
shopping industry is highly competitive. The Company believes that the internet
shopping
<PAGE> 9
industry is still very attractive to consumers, manufacturers and retailers. The
industry offers consumers convenience, entertainment and the opportunity to test
market new products, create brand awareness and access additional channels. The
Company is at a competitive disadvantage in attracting viewers due to the fact
that the Company's internet site is limited to its future advertising budget.
The Company expects increasing competition for viewers from major internet
providers and retailers that may seek to enter internet shopping. The Company
believes that the number of new entrants into the internet shopping industry
will also continue to increase. The Company believes that it is positioned to
compete; however, no assurance can be given that the Company will be able to
acquire consistent advertising at prices favorable to the Company. The Company's
competitors are larger and more diversified than the Company, have greater
financial, marketing, merchandising and distribution resources; therefore, the
Company cannot predict the degree of success, if any, with which it will meet
competition in the future.
CONTINUED INFLUENCE OF OFFICERS AND DIRECTORS. The Officers and
Directors after the Merger will beneficially own, after the Merger 72.30% of the
outstanding Common Shares of IINN and will be in a position to influence the
election of all of IINN's directors and otherwise control IINN. Shareholders
have no cumulative voting rights.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing computer
programs use only two digits to identify a year in such program's date field.
These programs were designed and developed without consideration of the impact
of the change in the century for which four digits will be required to
accurately report the date. If not corrected, many computer applications could
fail or create erroneous results by or following the year 2000 (the "Year 2000
problem"). Many of the computer programs containing such date language problems
have been corrected by the companies or governments operating such programs. The
Company's operations are dependent upon the timely delivery of supplies which
deliveries of cigars may be delayed or canceled because of such Year 2000
problem computer failures. The Company does not know what steps, if any, have
been taken by any of its suppliers in regard to the Year 2000 problems. The
Company's operations will be severely curtailed if one or more of its suppliers
were to suffer Year 2000 problems. Furthermore, it is impossible to predict if
the basic utilities serving the Company or its suppliers will continue
uninterrupted.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. FINANCIAL STATEMENTS
No financial statements are filed herewith. The Registrant shall
file financial statements by amendment hereto not later than 60 days after the
date that this initial report on Form 8-K must be filed.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
<PAGE> 10
EXHIBITS
1.1 Certificate of Ownership and Merger Merging Caprock Corporation into
International Internet, Inc.
1.2 Original unamended Certificate of Incorporation of International Internet,
Inc.(f/k/a Cheque Alert, Inc.
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 INTERNET, INC.
BY/S/ GARY SCHULTHEIS, PRESIDENT
DATE: DECEMBER 8, 1999
<PAGE> 1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CAPROCK CORPORATION
INTO
INTERNATIONAL INTERNET, INC.
(PURSUANT TO SECTION 253)
INTERNATIONAL INTERNET, INC., a Delaware corporation (the "Corporation"), does
hereby certify:
FIRST: That the Corporation is incorporated in the State of Delaware
pursuant to the General Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of Caprock Corporation, a Delaware corporation.
THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 30th day of November, 1999, determined to merge
into itself Caprock Corporation on the conditions set forth in such resolutions:
RESOLVED: That International Internet, Inc. merge into itself its
wholly-owned subsidiary, Caprock Corporation, and assume all of said
subsidiary's liabilities and obligations;
FURTHER RESOLVED: That the President and the Secretary of the Corporation
be and they hereby are directed to make, execute and acknowledge a certificate
of ownership and merger setting forth a copy of the resolution to merge Caprock
Corporation into this Corporation and to assume the subsidiary's liabilities and
obligations on the date of adoption thereof and to file the same in the office
of the Secretary of State of Delaware.
IN WITNESS WHEREOF, International Internet, Inc. has caused its corporate
seal to be affixed and this certificate to be signed by Gary Schultheis, its
authorized officer, this 1st day of December, 1999.
INTERNATIONAL INTERNET, INC.
/S/ GARY SCHULTHEIS
-----------------------------
GARY SCHULTHEIS, PRESIDENT
<PAGE> 1
CERTIFICATE OF INCORPORATION
OF
CHEQUE ALERT, INC.
FIRST: The name of the corporation is:
CHEQUE ALERT, INC.
SECOND: Its registered office in the State of Delaware is located at 25
Greystone Manor, Lewes, Delaware 19958-9776, County of Sussex. The registered
agent in charge thereof is Harvard Business Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful activity for
which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The total number of shares of stock which the corporation is authorized
to issued is 60,000,000 shares having a par value of $ 0.0017 per share.
FIFTH: The business and affairs of the corporation shall be managed by or under
the direction of the board of directors, and the directors need not be elected
by ballot unless required by the bylaws of the corporation.
SIXTH: This corporation shall be perpetual unless otherwise decided by a
majority of the Board of Directors.
SEVENTH: In furtherance and not in limitation of the powers conferred by the
laws of Delaware, the board of directors is authorized to amend or repeal the
bylaws.
EIGHTH: The corporation reserves the right to amend or repeal any provision in
this Certificate of Incorporation in the manner prescribed by the laws of
Delaware.
NINTH: The incorporator is Harvard Business Services, Inc., whose mailing
address is 25 Greystone Manor, Lewes, DE 19958. The powers of the incorporator
are to file this certificate of incorporation, approve the by-laws of the
corporation and elect the initial directors.
TENTH: To the fullest extent permitted by the Delaware General Corporation Law a
director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
I, Richard H. Bell, for the purpose of forming a corporation under
the laws of the State of Delaware do make and file this certificate, and do
certify that the facts herein stated are true; and have accordingly signed
below, this 21st day of June, 1994.
Signed and Attested to by: /s/ Richard H. Bell
-----------------------------
Richard H. Bell, President & Secretary
HARVARD BUSINESS SERVICES, INC.
