UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 34)
b2bstores.com, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
11776S 10 7
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(CUSIP Number)
James Weinstock
Chief Executive Officer
ZERO.NET, Inc.
650 Mission Street
San Francisco, CA 94105
(415) 369-3969
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 11, 2000
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 94-3327594 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ZERO.NET, Inc. 94-3327594
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,000,000; 12.5%
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,000,000; 12.5%
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 (the "Amendment") amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") relating to the shares of
Common Stock, par value $0.01 per share, of b2bstores.com, Inc., a Delaware
Corporation ("BTBC"), previously filed by Zero.net, Inc., a Delaware
Corporation ("ZERO.NET"). This Amendment is being filed to update the
Schedule 13D in light of certain recent events. Capitalized terms used and
not defined in this Amendment have the meanings set forth in the Schedule
13D.
Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following information:
On May 11, 2000, representatives of ZERO.NET met with the board of
directors of and the management from BTBC and proposed that ZERO.NET merge
with and into BTBC in a stock for stock merger in which the senior
management and board of directors of ZERO.NET would become the senior
management and board of directors of the surviving company. At this
meeting, ZERO.NET proposed that BTBC's board retain financial advisors to
assist the board in negotiating an appropriate exchange ratio and other
definitive terms for the transaction and to render a fairness opinion to
the board.
<PAGE>
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
May 12, 2000
ZERO.NET, INC.
By: /s/ Cindy Seremek
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Name: Cindy Seremek
Title: Chief Financial Officer
