U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 33-43621
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-0845463
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
3900 Birch Street, Suite 111, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (949) 833-0261
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes X No .
As of September 30, 1999, the Registrant had 177,666,953
shares of common stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF SEPTEBMER 30, 1999
AND JUNE 30, 1999 3
STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 1999
AND SEPTEMBER 30, 1998 4
STATEMENTS OF CASH FLOWS FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 1999 AND
SEPTEMBER 30, 1998 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9
PART II
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 24
SIGNATURE 25
PART I.
ITEM 1. FINANCAL STATEMENTS.
Internet Business's International, Inc.
BALANCE SHEETS (Unaudited)
June 30, 1999 September 30, 1999
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 82,577 $ 4,059
Accounts Receivable 4,576 187,928
Inventories 0 73,771
Prepaid expenses 308,120 20,875
Total current assets 395,273 286,633
FIXED ASSETS:
Equipment 0 196,664
Accumulated Depreciation 0 (163,587)
INVESTMENTS: 1,885,000 2,449,562
OTHER ASSETS
Note Receivable:
Iron Horse Holdings 1,735,000 1,735,000
Total Assets $4,015,273 $4,504,272
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable 28,247 236,004
Taxes Payable 0 201,253
Current Portion of Long-Term Debt 0 54,034
Total current liabilities 28,247 491,561
LONG TERM DEBT: 1,800 25,042
SHAREHOLDERS' EQUITY:
Preferred Stock Issued 2,390,000 2,390,000
Common Stock Issued 1,773,030 1,773,394
Additional paid-in capital 356,930 356,930
Retained earnings (deficit) (534,734) (534,734)
Current earnings 2,079
Total Shareholders' Equity 3,985,226 3,987,669
Total Liabilities & Shareholders'
Equity $4,015,273 $4,504,272
See Accompanying Notes to Financial Statement
Internet Business's International, Inc.
STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Three Months Ended
September 30, 1998 September 30, 1999
REVENUES
Sales $ 0 $261,581
Interest Income 0 36,521
Discounts and Allowances 0 (2,656)
Total Revenues 0 285,446
COST OF SALES 0 205,848
GROSS PROFIT 0 89,598
OPERATING EXPENSES:
Selling and distribution 0 0
General and administration 3,488 86,719
Total Operating Expenses 3,488 86,719
OTHER INCOME 2,386 0
NET INCOME (LOSS) $ (1,102) $ 2,879
NET INCOME (LOSS) PER
COMMON SHARE $(nil) $ nil
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 158,060,194 177,444,535
See Accompanying Notes to Financial Statement
Internet Business's International, Inc.
STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended
September 30, 1998 September 30, 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $(1,102) $ 2,079
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities:
Changes in assets and
liabilities:
Accounts receivable 0 (187,928)
Inventories 0 (73,771)
Equipment 0 (196,664)
Accumulated Depreciation 0 163,587
Accrued Taxes 0 135,819
Prepaid expenses 0 (20,875)
Accounts payable 0 301,706
Net cash provided by (used in)
operating activities (1,102) 123,953
CASH FLOWS FROM INVESTING
ACTIVITIES:
Internet Investments 0 (231,333)
Net cash provided by (used in)
investing activities 0 (231,333)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Common Stock Issued 0 (394)
Additional Paid-In Capital 0 (185,503)
Net cash provided by (used in)
financing activities 0 (185,897)
NET INCREASE (DECREASE) IN CASH (1,102) (78,517)
CASH AND CASH EQUIVALENTS,
beginning of period 1,102 82,577
CASH AND CASH EQUIVALENTS,
end of period $ 0 $ 4,059
See Accompanying Notes to Financial Statement
Internet Business's International, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 Description of the Business
Internet Business's International, Inc. (the "Company") was in
the manufacturing business, these operations ceased as of
December 31, l997. In December 1998, after new management was in
place, a decision was made to change the company into an Internet
Company offering E-commerce, internet access as an Internet
Service Provider, hosting through our own server, web hosting,
directory services, auction sites and chat rooms. It was also
determined to change the Company's name to better reflect the
Company's operations, this name came to be Internet Business's
International. During 1999, the management began to implement
the Company's new direction and operations.
Note 2 Change in Control
In November 1998 new stockholders bought majority control a
private transaction. Immediately after the stock. ownership
changed, the former majority stock holder resigned as the Chief
Executive Officer and President of the Company, and then the
former majority stockholder was also the sole director, resigned
after nominating and electing two new directors from the group
that bought controlling shares of stock.
Note 3 Summary of Significant Accounting Policies
Fiscal Year
The Company's fiscal year is June 30 year end.
Accounts Receivable and Revenues
With the new venture for the Company into E-commerce, revenues
will be generated through credit card sales over the Internet,
minimizing the risk of bad debts.
Inventories
With this new line of business, inventories will bc kept to a
minimum.
Fixed Assets
All of the Company's fixed assets will be Internet related. The
exact extent of what this will consist of will be determined with
time.
Other Assets
Other assets will consist primarily of software for Internet
programs and other related assets.
Goodwill
Due to the change in the new nature of the business the Company
will not include goodwill in its financial reports.
Income Taxes
The Company follows Statement of Financial Accounting Standards
("SPAS") No. 109, "Accounting for Income Taxes. " Under this
method, deferred income taxed was recognized for the tax
consequences in future years of difference between the taxes of
assets and liabilities, and their financial reporting amounts at
each year-end based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences were expected
to affect taxable income. Valuation allowances were established,
when necessary to reduce deferred tax assets to the amount
expected to be realized. Under this standard the provision for
income taxes represents the tax payable for the period and the
change during the period in deferred tax assets and liabilities.
Stockholders' Equity Common Shares
Stockholders' equity common shares is based on the reported net
equity divided by the weighted average number of common shares
outstanding.
Cash Equivalents
The Company considered highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
Fair Value of Financial Instruments
The carrying value of the Company's cash and cash equivalents,
accounts receivable, accounts payable, accrued expenses and notes
payable approximates fair value.
Management Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles required management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Additional Paid In Capital
The additional paid in capital represented on the balance sheet
is from the difference of the Preferred Stock Issuance's as
noted in Note 5-Stock Issuance as per the agreement and actual
amount issued which is $110,000.
Note 4 Commitments
Leases
The Company has an operating leases for its facilities.
Note 5 Stock Issuance
Current Stock Authorized
The Company is currently authorized to issue up to 199,000,000
shares of common stock and 1,000,000 of preferred stock.
Issued and Outstanding Stock
Common Stock. The Company by the end of this Quarter had issued
177,666,953 common shares, of which 126,854,968 are restricted.
Preferred Stock. There were 23,900 shares of Preferred Stock
issued by the end of this Quarter.
Preferred Stock Issuance
On December 15, 1998 the Company entered into an agreement with
Iron Horse Holdings, Inc. (IHHI) where IHHI agreed to buy up to
25,000 of the Company's preferred shares at the price of $100.00
per share. Shares purchased under this agreement are to be issued
to IHHI or its designee. Payment for the shares sold under this
agreement is to be in the form of a promissory note bearing
interest at the rate of 9% per annum, and the obligation created
thereby is to be secured by a "blanket,'' or all inclusive
security agreement executed by IHHI and perfected by filings as
specified bylaw. Until such note is paid in full, IHHI shall pay,
the 3% coupon on such shares as are issued under this agreement
directly to the shareholder(s) of record at the time such payment
becomes due.
By the end of the third quarter ending March 31, 1999, 23,900
shares were issued according to the agreement with IHHI. The
balance of the shares to be issued of 1,100 at. a par value of
$100.00 per share, or $110,000, are being treated as additional
paid in capital, and are shown as such on the balance sheet. (See
note on Paid In Capital in Note 3.)
Common Stock Issuance On December 15, 1998 the Company agreed to
issue common shares to Iron Horse holdings, Inc. (IHHI) for IHHI
to pay its bills in exchange for the issuance of restricted
common stock. Under the terms to this agreement, the Company
issued and additional 9,154,999 shares by March 31, 1999.
On December 21, 1998 the Company agreed to acquire several
internet sites with issuance of common stock.. Under the terms of
this agreement 8,000,000 shares were issued.
By June 30, 1999 the company issued an additional 2,087,791
shares for advertising and site maintenance.
By the end of this quarter the company issued an additional
112,667 restricted shares for acquiring additional e-commerce
sites for the company, and issuing shares to the former President
during his tenure of 251,289 for a total of 363,956.
The Company acquired 100% of LA Internet, Inc. in June of 1999
and 100% of the assets of MBM Capital Group, Inc in July of 1999.
Following are the unaudited pro forma revenues and net income
(loss) for the above company and assets:
Twelve Months Ended June 30, 1999
Revenue Operating & Expenses Net Income
LA Internet, Inc. $2,500,000 $1,920,000 $580,000
MBM Capital Group,
Inc. $1,200,000 $ 960,000 $240,000
Note 6 Extraordinary Income
After review by legal counsel about the collect ability of the
previous company's unsecured prior debts, it was determined by
management to show those debts as uncollectible. Therefore,
management has decided to write those debts off and according to
IRS codes that uncollectible debt has to be shown as
extraordinary income.
Note 7 Net Loss Carry Forward
The Net Loss Carry Forward that was incurred due to the prior
company's operation will be used to offset the impact of the
extraordinary income as indicated above.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
elsewhere in this report.
Results of Operations.
Revenues for the three month period ended September 30, 1999 of
$261,581 increased 100% when compared with revenues of $0 in the
prior year comparable period due to the start up of operations of
the Company in its new business line in the first calendar
quarter of 1999.
The gross profits margin of 34.25% for the three months ended
September 30, 1999 is a significant increase from the gross
profit margin of 0% for the same three month period of the
previous fiscal year. Current year margins in the past three
months reflect the reopening of the business as an internet
company.
Selling, general, and administrative expenses for the three month
ended September 30, 1999 were $86,719 when compared with the
$3,488 for the prior year comparable period, again due to the
reopening of the new business of the Company.
The resulting profit for the three months ended September 30,
1999 was $2,979 when compared with a loss of $1,102 for the same
three month period of the previous fiscal year.
Liquidity and Capital Resources.
Net cash provided by the operations of the Company was $123,953
for the three months ended September 30, 1999 versus cash used in
operating activities of $1,102 in the comparable prior year
period.
Capital Expenditures.
No material capital expenditures were made during the quarter
ended on September 30, 1999.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant system failure which
could affect the Company's ability to conduct normal business
operations. This creates potential risk for all companies, even
if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue
affecting the Company, including those related to the efforts of
customers, suppliers, or other third parties, will be fully
resolved.
The Company currently believes that its systems are Year 2000
compliant in all material respects, its current systems and
products may contain undetected errors or defects with Year 2000
date functions that may result in material costs. Although
management is not aware of any material operational issues or
costs associated with preparing its internal systems for the Year
2000, the Company may experience serious unanticipated negative
consequences (such as significant downtime for one or more of
its web site properties) or material costs caused by undetected
errors or defects in the technology used in its internal systems.
Furthermore, the purchasing patterns of advertisers may be
affected by Year 2000 issues as companies expend significant
resources to correct their current systems for Year 2000
compliance. The Company does not currently have any information
about the Year 2000 status of its advertising customers. However,
these expenditures may result in reduced funds available for web
advertising or sponsorship of web services, which could have a
material adverse effect on its business, results of operations,
and financial condition. The Company's Year 2000 plans are based
on management's best estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis, and the
discussion set forth under "Item 5 Other Information," contain
"forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and as contemplated under the
Private Securities Litigation Reform Act of 1995, including
statements regarding, among other items, the Company's business
strategies, continued growth in the Company's markets,
projections, and anticipated trends in the Company's business and
the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Company's control.
The Company cautions that these statements are further qualified
by important factors that could cause actual results to differ
materially from those in the forward looking statements,
including, among others, the following: reduced or lack of
increase in demand for the Company's products, competitive
pricing pressures, changes in the market price of ingredients
used in the Company's products and the level of expenses incurred
in the Company's operations. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
information contained herein will in fact transpire or prove to
be accurate. The Company disclaims any intent or obligation to
update "forward looking statements".
PART II.
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The following matters were submitted to a vote of the Company's
stockholders during the first quarter of the fiscal year covered
by this report:
The Annual Meeting of the shareholders of the Company was held on
July 9, 1999. The following matters were approved at this
meeting:
Election of the three nominated directors;
An increase in the number of authorized directors of the Company
from four to five;
The selection of the independent accountant for the current
fiscal year;
A reduction in the amount of outstanding shares of common stock
of the Company by a one-for-two reverse split of common stock, if
the closing trading price of the common stock of the Company
reaches or exceeds $1.00 per share on any trading day not later
than 180 days from the date of the shareholders meeting; and
An Agreement and Plan of Merger of Internet Business's
International, Inc., a Delaware corporation, into Internet
Business's International, Inc., a Nevada corporation, for the
purpose of redomiciling the Company to the State of Nevada. The
Agreement and Plan of Merger was approved by a majority of the of
the shareholders entitled to vote (appearing either in person or
by proxy). This merger was evidenced by the filing of Articles
of Merger with the Nevada Secretary of State (effective on June
15, 1999).
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Reports on Form 8-K. Reports on Form 8-K were filed during the
first quarter of the fiscal year covered by this Form 10-Q, as
follows:
(1) Form 8-K filed on July 15, 1999 reflecting the merger
described in Item 4 above.
(2) Form 8-K filed on August 16, 1999 reflecting the new
transfer agent for the Company, and the address for this firm.
(b) Exhibits included or incorporated by reference herein:
See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Internet Business's International, Inc.
Dated: November 29, 1999 By: /s/ Albert R. Reda
Albert R. Reda, Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
2 Agreement and Plan of Merger (incorporated by reference to
Exhibit 2 to the Form 8-K/A filed on November 22, 1999)
3.1 Articles of Incorporation (see below).
3.2 Certificate of Amendment of Articles of Incorporation (see
below).
3.3 Bylaws (see below).
10.1 Consulting Agreement between the Company and Mark Crist
(incorporated by reference to Exhibit 4.2 to Form S-8 filed on
October 8, 1999)
10.2 Purchase Agreement between the Company and Iron Horse
Holdings, Incorporated, dated June 10, 1999 (see below).
10.3 Purchase Agreement between the Company and the Stockholders
of MBM Capital Group Inc., dated July 1, 1999 (see below).
21 Subsidiaries of the Company (see below).
27 Financial Data Schedule (see below).
ARTICLES OF INCORPORATION
OF
INTERNATIONAL BUSINESS INDUSTRIES, INC.
Know all men by these present that the undersigned has this day
for the purpose of forming a corporation under and pursuant to
the provisions of Nevada Revised Statutes 78.010 to Nevada
Revised Statues 78.090 inclusive, as amended, states and
certifies that the articles of incorporation are as follows:
First: Name.
The name of the corporation is International Business Industries,
Inc. (the "Corporation").
Second: Registered Agent and Address.
The address of the registered office of the Corporation in the
State of Nevada is 3360 West Sahara Avenue, Suite 200, Las Vegas,
Nevada 89102. The name and address of the Corporation's
registered agent in the State of Nevada is Shawn F. Hackman, at
said address, until such time as another agent is duly authorized
and appointed by the Corporation.
Third: Purpose and Business.
The purpose of the Corporation is to engage in any lawful act or
activity for which Corporations may now or hereafter be organized
under the Nevada Revised Statutes of the State of Nevada,
including, but not limited to the following:
(a) The Corporation may at any time exercise such rights,
privileges, and powers, when not inconsistent with the purposes
and object for which this Corporation is organized;
(b) The Corporation shall have power to have succession by its
corporate name in perpetuity, or until dissolved and its
affairs wound up according to law;
(c) The Corporation shall have power to sue and be sued in any
court of law or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and
convey real and personal estate and to mortgage or lease any such
real and personal estate with its franchises. The power to hold
real and personal estate shall include the power to take the same
by devise or bequest in the State of Nevada, or in any other
state, territory or country;
(f) The Corporation shall have power to appoint such officers
and agents as the affairs of the Corporation shall requite and
allow them suitable compensation;
(g) The Corporation shall have power to make bylaws not
inconsistent with the constitution or laws of the United States,
or of the State of Nevada, for the management, regulation and
government of its affairs and property, the transfer of its
stock, the transaction of its business and the calling and
holding of meetings of stockholders;
(h) The Corporation shall have the power to wind up and dissolve
itself, or be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a
common seal or stamp, or to not use such seal or stamp and if one
is used, to alter the same. The use of a seal or stamp by the
Corporation on any corporate documents is not necessary. The
Corporation may use a seal or stamp, if it desires, but such use
or non-use shall not in any way affect the legality of the
document;
(j) The Corporation shall have the power to borrow money and
contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights, privileges
or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of
exchange, debentures and other obligations and evidence of
indebtedness, payable at a specified time or times, or payable
upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money
borrowed, or in payment for property purchased, or acquired, or
for another lawful object;
(k) The Corporation shall have the power to guarantee, purchase,
hold, sell, assign, transfer, mortgage, pledge or otherwise
dispose of the shares of the capital stock of, or any bonds,
securities or evidence in indebtedness created by any other
corporation or corporations in the State of Nevada, or any other
state or government and, while the owner of such stock, bonds,
securities or evidence of indebtedness, to exercise all the
rights, powers and privileges of ownership, including the right
to vote, if any;
(l) The Corporation shall have the power to purchase, hold, sell
and transfer shares of its own capital stock and use therefor its
capital, capital surplus, surplus or other property or fund;
(m) The Corporation shall have to conduct business, have one or
more offices and hold, purchase, mortgage and convey real and
personal property in the State of Nevada and in any of the
several states, territories, possessions and dependencies of the
United States, the District of Columbia and in any foreign
country;
(n) The Corporation shall have the power to do all and
everything necessary and proper for the accomplishment of the
objects enumerated in its articles of incorporation, or any
amendments thereof, or necessary or incidental to the protection
and benefit of the Corporation and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
purposes of the Corporation, whether or not such business is
similar in nature to the purposes set forth in the Articles of
Incorporation of the Corporation, or any amendment thereof;
(o) The Corporation shall have the power to make donations for
the public welfare or for charitable, scientific or educational
purposes; and
(p) The Corporation shall have the power to enter partnerships,
general or limited, or joint ventures, in connection with any
lawful activities.
Fourth: Capital Stock.
1. Classes and Number of Shares. The total number of shares of
all classes of stock, which the Corporation shall have authority
to issue is One Hundred Million (100,000,000), consisting of One
Hundred Ninety-Nine Million (199,000,000) shares of common stock,
par value of $0.001 per share ("Common Stock"), and One Million
(1,000,000) shares of preferred stock, par value of $0.001 per
share ("Preferred Stock").
2. Powers and Rights of Common Stock.
(a) Preemptive Right. No shareholders of the Corporation
holding Common Stock shall have any preemptive or other right to
subscribe for any additional unissued or treasury shares of stock
or for other securities of any class, or for rights, warrants or
options to purchase stock, or for scrip, or for securities of any
kind convertible into stock or carrying stock purchase warrants
or privileges unless so authorized by the Corporation.
(b) Voting Rights and Powers. With respect to all matters upon
which stockholders are entitled to vote or to which stockholders
are entitled to give consent, the holders of the outstanding
shares of the Common Stock shall be entitled to cast thereon one
(1) vote in person or by proxy for each share of the Common Stock
standing in his/her name.
(c) Dividends and Distributions.
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be entitled to
receive such cash dividends as may be declared thereon by the
Board of Directors from time to time out of assets of funds of
the Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be provided in these
Articles of Incorporation, each share of the Common Stock shall
have identical powers, preferences and rights, including rights
in liquidation;
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred
by statute and subject to Article Sixth hereof, the Board of
Directors is expressly authorized to adopt, repeal, rescind,
alter or amend in any respect the bylaws of the Corporation
("Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the Bylaws may also be
adopted, repealed, rescinded, altered or amended in any respect
by the stockholders of the Corporation, but only by the
affirmative vote of the holders of not less than seventy-five
percent (75%) of the voting power of all outstanding shares of
voting stock, regardless of class and voting together as a single
voting class.
Seventh: Board of Directors.
The business and affairs of the Corporation shall be managed by
and under the direction of the Board of Directors. Except as may
otherwise be provided pursuant to Section 4 or Article Fourth
hereof in connection with rights to elect additional Directors
under specified circumstances, which may be granted to the
holders of any class or series of Preferred Stock, the exact
number of Directors of the Corporation shall be determined from
time to time by a bylaw or amendment thereto, providing that the
number of Directors shall not be reduced to less that two (2).
The Directors holding office at the time of the filing of these
Articles of Incorporation shall continue as Directors until the
next annual meeting and/or until their successors are duly
chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each Director
shall serve for a term ending on the date of the third Annual
Meeting of Stockholders of the Corporation (the "Annual Meeting")
following the Annual Meeting at which such Director was elected.
All Directors, shall have equal standing.
Not withstanding the foregoing provisions of this Article Eighth,
each Director shall serve until his successor is elected and
qualified or until his death, resignation or removal; no decrease
in the authorized number of Directors shall shorten the term of
any incumbent Director; and additional Directors, elected
pursuant to Section 4 or Article Fourth hereof in connection with
rights to elect such additional Directors under specified
circumstances, which may be granted to the holders of any class
or series of Preferred Stock, shall not be included in any class,
but shall serve for such term or terms and pursuant to such other
provisions as are specified in the resolution of the Board or
Directors establishing such class or series
Ninth: Vacancies on Board of Directors.
Except as may otherwise be provided pursuant to Section 4 of
Article Fourth hereof in connection with rights to elect
additional Directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
newly created directorships resulting from any increase in the
number of Directors, or any vacancies on the Board of Directors
resulting from death, resignation, removal, or other causes,
shall be filled solely by the quorum of the Board of Directors.
Any Director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of Directors
in which the new directorship was created or the vacancy occurred
and until such Director's successor shall have been elected and
qualified or until such Director's death, resignation or removal,
whichever first occurs.
Tenth: Removal of Directors.
Except as may otherwise be provided pursuant to Section 4 or
Article Fourth hereof in connection with rights to elect
additional Directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
any Director may be removed form office only for cause and only
by the affirmative vote of the holders of not less than seventy-
five percent (75%) of the voting power of all outstanding shares
of voting stock entitled to vote in connection with the election
of such Director, provided, however, that where such removal is
approved by a majority of the Directors, the affirmative vote of
a majority of the voting power of all outstanding shares of
voting stock entitled to vote in connection with the election of
such Director shall be required for approval of such removal.
Failure of an incumbent Director to be nominated to serve an
additional term of office shall not be deemed a removal from
office requiring any stockholder vote.
Eleventh: Stockholder Action.
Any action required or permitted to be taken by the stockholders
of the Corporation must be effective at a duly called Annual
Meeting or at a special meeting of stockholders of the
Corporation, unless such action requiring or permitting
stockholder approval is approved by a majority of the Directors,
in which case such action may be authorized or taken by the
written consent of the holders of outstanding shares of Voting
Stock having not less than the minimum voting power that would be
necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth: Special Stockholder Meeting.
Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by a majority of
the Board of Directors or by the Chairman of the Board or the
President. Special meeting may not be called by any other person
or persons. Each special meeting shall be held at such date and
time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or
without the State of Nevada, as the Bylaws may provide. The books
of the Corporation may be kept (subject to any provision of the
Nevada Revised Statutes) outside the State of Nevada at such
place or places as may be designated from time to time by the
Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever and the
stockholders shall not be personally liable for the payment of
the Corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business
Combinations.
To the maximum extent permissible under the Nevada Revised
Statutes of the State of Nevada, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights
provided therein, with respect to any business combination
involving the Corporation and any stockholder (or any affiliate
or associate of any stockholder), which required the affirmative
vote of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind,
alter or amend in any respect any provision contained in these
Articles of Incorporation in the manner now or hereafter
prescribed by applicable law and all rights conferred on
stockholders herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No Director of this Corporation shall have personal liability to
the Corporation or any of its stockholders for monetary damages
for breach of fiduciary duty as a Director or officer involving
any act or omission of any such Director or officer. The
foregoing provision shall not eliminate or limit the liability of
a Director (i) for any breach of the Director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the Director
derived an improper personal benefit. Any repeal or modification
of this Article by the stockholders of the Corporation shall be
prospective only and shall not adversely affect any limitation on
the personal liability of a Director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
Nineteenth: Name and Address of First Director and
Incorporator.
The name and address of the Incorporator of the Corporation and
the first Director of the Board of Directors of the Corporation
which shall be one (1) in number is as follows:
Albert Reda
1600 East Desert Inn Road, Suite 102
Las Vegas, Nevada 89109
I, Albert Reda, being the first Director and Incorporator herein
before named, for the purpose of forming a Corporation pursuant
to the Nevada Revised Statutes of the State of Nevada, do make
these Articles, hereby declaring and certifying that this is my
act and deed and the facts herein stated are true and accordingly
have hereunto set my hand this 4th day of December, 1998.
/s/ Albert Reda
Albert Reda
Verification
State of California
SS
County of Orange
On this 4th day of December, 1998, before me, the undersigned, a
Notary Public in and for said State, personally appeared Brian F.
Faulkner, Esq. personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person who subscribed
his name to the Articles of Incorporation and acknowledged to me
that he executed the same freely and voluntarily and for the use
and purposes therein mentioned.
By: /s/
Notary Public in and for said
County and State
Acceptance of Resident Agent
I, Shawn F. Hackman, Esq., hereby accept the position as resident
agent for International Business Industries, Inc., effective this
date: December 7, 1998.
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
INTERNATIONAL BUSINESS INDUSTRIES, INC.
I, Albert R. Reda, certify that:
1. The original articles of International Business Industries, Inc.
were filed with the Office of the Secretary of State on December
8, 1998.
2. As of this date, there is no issued or outstanding stock.
3. Pursuant to a Board of Directors meeting at which in excess
of two-thirds voted in favor of the following amendment, the
company hereby adopts the following amendments to the Articles of
Incorporation of this Corporation:
Article One: The name of this Corporation is:
Internet Business's International, Inc.
Removal of Article Tenth from the Articles of Incorporation
/s/ Albert R. Reda
Albert R. Reda, Secretary/Director
Verification
State of California
SS
County of Orange
On this 30th day of June, 1999, before me, the undersigned,
a Notary Public in and for said State, personally appeared Albert
R. Reda, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person who subscribed his name
to the Certificate of Amendment of Articles of Incorporation and
acknowledged to me that he executed the same freely and
voluntarily and for the use and purposes therein mentioned.
By: /s/
Notary Public in and for said
County and State
BYLAWS
OF
INTERNATIONAL BUSINESS INDUSTRIES, INC.
Article I: Offices
The principal office of International Business Industries,
Inc. ("Corporation") in the State of Nevada shall be located in
Las Vegas, County of Clark. The Corporation may have such other
offices, either within or without the State of Nevada, as the
Board of Directors my designate or as the business of the
Corporation my require from time to time.
Article II: Shareholders
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held during the first ten (10) days in the
month of July in each year, or on such other date during the
calendar year as may be designated by the Board of Directors. If
the day fixed for the annual meeting shall be a legal holiday in
the State of Nevada, such meeting shall be held on the next
succeeding business day. If the election of Directors shall be
held on the day designated herein for any annual meeting of the
shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently
may be.
Section 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the
request of the holders of not less than ten percent (10%) of all
the outstanding shares of the Corporation entitled to vote at the
meeting.
Section 3. Place of Meeting. The Board of Directors my
designate any place, either within our without the State of
Nevada, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A
waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within our without the
State of Nevada, unless otherwise prescribed by statute, as the
place for the holding of such meeting. If no designation is
made, the place of meeting shall be the principal office of the
Corporation.
Section 4. Notice of Meeting. Written notice stating the place,
day and hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall
unless otherwise prescribed by statute, be delivered not less
than ten (10) nor more than sixty (60) days before the date of
the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, addressed to
the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record. For
the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed in any case fifty
(50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for
at least fifteen (15) days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any
such determination of shareholders, such date in any case to be
not more than thirty (30) days and, in case of a meeting of
shareholders, not less than ten (10) days, prior to the date on
which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 6. Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make
a complete list of shareholders entitled to vote at each meeting
of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each. Such lists shall be produced and kept open at the
time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting for the purposes thereof.
Section 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less
than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by
the shareholder or by his or duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. A meeting of the Board of
Directors my be had by means of telephone conference or similar
communications equipment by which all persons participating in
the meeting can hear each other, and participation in a meeting
under such circumstances shall constitute presence at the
meeting.
Section 10. Voting of Shares by Certain Holders. Shares
standing in the name of another Corporation may be voted by such
officer, agent or proxy as the Bylaws of such Corporation may
prescribe or, in the absence of such provision, as the Board of
Directors of such Corporation may determine.
Shares held by an administrator, executor, guardian or
conservator my be voted by him either in person or by proxy,
without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his name, if authority to do so be contained in an appropriate
order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be
voted directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at
any given time.
Section 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of
the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.
Article III: Board of Directors
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of
Directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one (1). Each
Director shall hold office until the next annual meeting of
shareholder and until his successor shall have been elected and
qualified.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or
any two Directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors called by
them.
Section 5. Notice. Notice of any special meeting shall be given
at least one (1) day previous thereto by written notice delivered
personally or mailed to each Director at his business address, or
by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United Sates mail so addressed,
with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any Directors may waive
notice of any meeting. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting, except where
a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.
Section 6. Quorum. A majority of the number of Directors fixed
by Section 2 of the Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors,
but if less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from
time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the
Directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors.
Section 8. Action Without a Meeting. Any action that may be
taken by the Board of Directors at a meeting may be taken without
a meeting if a consent in writing, setting forth the action so to
be taken, shall be signed before such action by all of the
Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
Directors, unless otherwise provided by law. A Director elected
to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any Directorship to be filled by reason
of an increase in the number of Directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of Directors by the
shareholders.
Section 10. Compensation. By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a stated salary as a Director or a fixed sum for attendance
at each meeting of the Board of Directors or both. No such
payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation thereof.
Section 11. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.
Article IV: Officers
Section 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board. In its discretion,
the Board of Directors may leave unfilled for any such period as
it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same
person. Officers may be Directors or shareholders of the
Corporation.
Section 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting
of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified,
or until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever, in its judgement, the best interests
of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights, and such
appointment shall be terminable at will.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the
term.
Section 5. President. The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and control
all of the business and affairs of the Corporation. He shall,
when present, preside at all meetings of the shareholders and of
the Board of Directors, unless there is a Chairman of the Board,
in which case the Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deed, mortgages, bonds, contract,
or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or
by there Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to
the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President or
in the event of his death, inability or refusal to act, the Vice
President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to
him by the President or by the Board of Directors, If there is
more than one Vice President, each Vice President shall succeed
to the duties of the President in order of rank as determined by
the Board of Directors. If no such rank has been determined,
then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having
the first rank.
Section 7. Secretary. The Secretary shall: (a) keep the
minutes of the Board of Directors in one or more minute books
provided for the purpose; (b) see that all notices are duly
given in accordance with the provisions of the Bylaws or as
required by law; (c) be custodian of the corporate records and
of the seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized;
(d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for share
of the Corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation,
and (g) in general perform all duties incident to the office of
the Secretary and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of
the Corporation; (b) receive and give receipts for moneys due
and payable to the Corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in general
perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by
the President or by the Board of Directors. If required by the
Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.
Section 9. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving such salary by reason of the
fact that he is also a Director of the Corporation.
Article V: Indemnity
Section 1. Definitions. For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a
party to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by reason
of the fact that he or she is or was a Director or Officer of
this Corporation or is or was serving in any capacity at the
request of this Corporation as a Director, Officer, employee,
agent, partner, or fiduciary of, or in any other capacity for,
another corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of
this Corporation), whether civil, criminal, administrative or
investigative.
Section 2. Indemnification. Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions
taken by him or her, and for all omissions (regardless of the
date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments, fines,
taxes, penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection
with any Proceeding. Indemnification pursuant to this Section
shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her
heirs, executors and administrators. This Corporation may, by
action of its Board of Directors, and to the extent provided in
such action, indemnify employees and other persons as though they
were Indemnitees. The rights to indemnification as provided in
this Article shall be non-exclusive of any other rights that any
person may have or hereafter acquire under an statute, provision
of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.
Section 3. Financial Arrangements. This Corporation may
purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a Director,
Officer, employee or agent of this Corporation, or is or was
serving at the request of this Corporation in such capacity for
another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity,
whether or not this Corporation has the authority to indemnify
him or her against such liability and expenses.
(1) The other financial arrangements which may be made by
this Corporation may include, but are not limited to, (a)
creating a trust fund; (b) establishing a program of self-
insurance; (c) securing its obligation of indemnification by
granting a security interest or other lien on any of this
Corporation's assets, and (d) establishing a letter of credit,
guarantee or surety. No financial arrangement made pursuant to
this section may provide protection for a person adjudged by a
court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud, or a
knowing violation of law, except with respect to advancing
expenses or indemnification ordered by a court. Any insurance or
other financial arrangement made on behalf of a person pursuant
to this section may be provided by this Corporation or any other
person approved by the Board of Directors, even if all or part of
the other person's stock or other securities is owned by this
Corporation. In the absence of fraud;
(2) the decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and
(3) the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
Section 4. Contract of Indemnification. The provisions of this
Article relating to indemnification shall constitute a contract
between this Corporation and each of its Directors and Officers,
which may be modified as to any Director or Officer only with
that person's consent or as specifically provided in this
section. Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or amendment of
this Article which is adverse to any Director or Officer shall
apply to such Director or Officer only on a prospective basis and
shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other
provision of these Bylaws, no repeal or amendment of these Bylaws
shall affect any or all of this Article so as to limit or reduce
the indemnification in any manner unless adopted by (a) the
unanimous vote of the Directors of this Corporation then serving,
or (b) the stockholders as set forth in Article XII hereof;
provided that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.
Section 5. Nevada Law. References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on
the date these Bylaws were adopted or as such law thereafter may
be changed; provided that (a) in the case of any change which
expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses
which this Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses
provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or
rights to the advancement of expenses than this Corporation was
permitted to provide prior to such change, liability thereupon
shall be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent
permitted by law.
Article VI: Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may authorize any
office or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or
confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
Article VII: Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be
determined by the Board of Directors. Such certificates shall be
signed by the President and by the Secretary or by such other
officers authorized by law and by the Board of Directors so to
do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate
for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes, Provided, however, that upon
any action undertaken by the shareholder to elect S Corporation
status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders agreement thereto restricting the transfer
of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws
so long as said agreements is in force and effect.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of
July and end on the 30th day of June of each year.
Article IX: Dividends
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and condition provided by law and its
Articles of Incorporation.
Article X: Corporate Seal
The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of
the Corporation and the state of incorporation and the words
"Corporate Seal."
Article XI: Waiver of Notice
Unless otherwise provided by law, whenever any notice is required
to be given to any shareholder or Director of the Corporation
under the provision of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Article XII: Amendments
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors, or by the shareholder
as any regular or special meeting of the shareholders.
The above Bylaws are certified to have been adopted by the Board
of Directors of the Corporation on the 1st day of June, 1999.
/s/ Arnold Sock
Arnold Sock, Director
/s/ Albert R. Reda
Albert R. Reda, Director
/s/ Louis Cherry
Louis Cherry, Director
PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 10th day of June 1999 by and
between Iron Horse Holdings, Incorporated ("IHHI"), a Nevada
Corporation, located at 8635 W. Sahara Ave. Suite 433, Las Vegas,
Nevada, 89117, and Internet Business's International, Inc., a
Nevada corporation ("IBUI"), located at 3900 Birch Street, Suite
111, Newport Beach, California 92660.
THE PARTIES AGREE AS FOLLOWS:
1. Agreement.
1.1 Subject to the terms and conditions of this Agreement, IBUI
agrees to pay at closing $525,000.00 for, IHHI's Internet Service
Provider, LAInternet. com ("LAI"). The payments will be as
follows; credit on the note that is owed by IHHI to IBUI. This
credit is to be effective June 1, 1999. Any interest that was
owed by IHHI to IBUI on that portion of the credit that is to be
received by IHHI is to be treated as part of the consideration
paid by IBUI for the LAInternet.com an ISP.
1.2 Closing: The closing shall take place on or before June 10th,
1999 or at such other time and place as IHHI and IBUI mutually
agree upon in writing (which time and place are designated as the
"Closing"). At the Closing, IHHI, shall deliver to IBUI, all
documents necessary to transfer ownership and title to the ISP,
LAI, and all LAI customer lists, all LAI customer accounts, all
LAI customer contracts and paperwork pertaining thereto, LAI
trademarks, LAI and related licenses, LAI software copyrights,
LAI text copyrights, all rights in and to the domain name
lainet.com, LAI and related operating manuals, scripts and
programs, and graphics and words, LAI accounting systems, and the
LAI database.
2. Representations and Warranties of IHHI
Except as expressly set forth in any Schedule of Exceptions
furnished to the Parties with respect to the subparagraphs
hereof, IHHI hereby represents and warrants to the Parties the
following:
2.1 Organization, Good standing and Qualification: IHHI is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has all requisite
corporate power and authority to carry on its business as now
conducted. IHHI.
2.2 Subsidiaries: IHHI does presently own or control, directly
or indirectly, other interests in other corporations.
2.3 Litigation: There is no action, suit proceeding or
investigation currently threatened against IHHI which questions
the validity of this Agreement or the right of IHHI to enter into
it, or to consummate the transactions contemplated hereby, or
which might result, in the aggregate, in any material adverse
changes in the assets, conditions, affairs or prospects of IHHI.
IHHI is not a party or subject to the provisions of any order,
writ, injunction, judgment or decree of any court or government
agency or instrumentality.
2.4 Title to Property and Assets: IHHI owns its property and
assets free and clear of all mortgages, liens, loans and
encumbrances, except such encumbrances and liens which arise in
the ordinary course of business and which do not materially
impair IHHI's ownership or use of such property or assets. With
respect to the property and assets it leases, IHHI is in
compliance with such leases and, to the best of IHHI's knowledge,
holds a valid leasehold interest free and clear of any liens,
claims, or encumbrances.
2.5 Changes: Since June 1, 1999 there has not been: any change
in the assets, liabilities, financial condition or operating
results of IHHI, except changes in the ordinary course of
business which have not been, in the aggregate, materially
adverse; any damage, destruction or loss, whether or not covered
by insurance, materially and adversely affecting the assets,
properties, financial condition, operating results, prospects or
business of IHHI any waiver by IHHI of a valuable right or
material debt owed to it; any satisfaction or discharge of any
lien, claim or encumbrance or payment of any obligation by IHHI,
except in the ordinary course of business and which is not
material to the assets, properties, financial condition,
operating results or business of IHHI; or any change or amendment
to a material contract or arrangement by which IHHI or any of its
assets or properties is bound or subject.
2.6 Absence of Undisclosed Liabilities: IHHI has no material
liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been disclosed.
2.7 Tax Returns and Audits: IHHI has filed as required, on a
timely basis, all income, franchise and other tax returns and
reports of every nature required to be filed by it, accurately
reflecting any and all operating losses, tax credit carryovers
and carry-backs, and taxes owing to the United States, or any
other government or any subdivision thereto domestic or foreign,
state or local, or any other taxing authority, and has paid in
full all taxes shown on said returns to be due and owing. There
are and hereafter be no tax deficiencies (including penalties and
interest) of any kind assessed against IHHI, with respect to any
taxable periods ending on or before the Closing, other than tax
deficiencies relating solely to an election (or deemed election)
pursuant to Section 338 of the Internal Revenue Code of 1986, as
amended, with respect to the exchange of assets for shares of
stock of IHHI or other transfer of ownership of IHHI occurring on
or prior to the Closing which the Parties hereto agree shall not
be treated as a liability of IHHI or a breach of or a
misstatement in any representation or warranty of IHHI made
herein.
3. Representations and Warranties of the Parties
Except as expressly set forth in any Schedule of Exceptions
furnished to the IHHI with respect to the subparagraphs hereof,
the Parties hereby, jointly and severally, represent and warrant
to IHHI the following:
3.1 Authorization: All action on the part of the Parties
necessary for the authorization, execution and delivery of this
Agreement, and the performance of all obligations of the Parties
hereunder has been taken or will be taken prior to the Closing,
and this Agreement constitutes a valid and legally binding
obligation of the Parties, enforceable in accordance with its
terms.
3.2 Litigation: There is no action, suit proceeding or
investigation currently threatened against IBUI which questions
the validity of this Agreement or the right of the parties to
enter it, or to consummate the transactions contemplated hereby.
3.3 Good Title: At Closing, IBUI will deliver to IHHI an
acknowledgment with respect to the ISP LAI, that IHHI is the
registered owner, on the books and records of the LAI.
4. Conditions of the Obligations of IHHI at Closing:
The obligations of IHHI under this Agreement are subject to the
fulfillment on or before the Closing of each of the following
conditions:
4.1 Representations and Warranties of IHHI: The representations
and warranties of IHHI contained in Section 2 hereof shall be as
and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the
date of such Closing.
4.2 Performance by IHHI: IHHI shall have conformed with all
agreements, obligations and conditions contained in this
Agreement to which it is subject on or before Closing.
5. Conditions of the Obligations of the Parties at Closing.
The obligations of the Parties under this Agreement are subject
to the fulfillment on or before the Closing of each of the
following conditions:
5.1 Representations and Warranties of the Parties: The
representations and warranties of the Parties contained in
Section 3 hereof shall be true on and as of the closing with the
same effect as though such representations and warranties had
been made on and as of the date of such Closing.
5.2 Performance by the Parties: The Parties shall have conformed
with all agreements, obligations and conditions contained in this
Agreement to which they are subject on or before Closing.
6. Survival of Representations and Warranties and
Indemnification.
6.1 Survival of Representations and Warranties: Not with
standing the Closing of this Agreement, the representations and
warranties of IHHI and the Parties contained in this
agreement shall survive the Closing until the date one (1) year
after the date of the Closing, provided, however, that as to any
breach, or misstatement in, any misrepresentation or warranty as
to which the Parties have given notice to IHHI or has given
notice to the Parties on or prior to the expiration of such (1)
year period, the same shall continue to survive beyond said
period, but only as to the matters contained in such notice.
6.2 Indemnification by IHHI: IHHI covenants and agrees to hold
IBUI harmless from any and all costs, expenses, losses, damages,
and liabilities incurred or suffered directly or indirectly by
IBUI (including reasonable legal fees and costs) proximately
resulting from or attributable to the material breach of, or a
material misstatement in, any one or more of the representations
or warranties of IHHI made in or pursuant to this Agreement. Not
with standing any other provision of this Agreement, the Parties
acknowledge and agree that no representation of IHHI hereunder or
omission from this Agreement or its schedules shall be deemed
materially misleading and no warranty hereunder by IHHI shall be
deemed breached if IBUI have obtained accurate information
regarding the matter prior to Closing.
6.3 Indemnification by IBUI: IBUI jointly and severally covenant
agree to hold IHHI harmless from any and all costs, expenses,
losses, damages, and liabilities incurred or suffers directly or
indirectly by IHHI (including reasonable legal fees and costs)
proximately resulting from or attributable to the material breach
of or a material misstatement in, any one or more of the
representations or warranties of IBUI made in pursuant to this
Agreement. Not with standing any other provision of this
Agreement, IHHI acknowledges and agrees that no representation of
IBUI hereunder or omission from this Agreement or its schedules
shall deemed materially misleading and no warranty hereunder by
IBUI shall be deemed breached if IHHI has obtained accurate
information regarding the matter prior to Closing.
6.4 Defense Against Asserted Claims: If any claim or assertion
of liability is made by a third party against a party indemnified
pursuant to this Section 6 (the "Indemnified Party") based on any
liability or absence of right which, if established, would
constitute a matter for which the Indemnified Party would be
entitled to indemnification by another party hereto (the
"Indemnifying Party") the Indemnified Party shall with reasonable
promptness give to the Indemnifying Party written notice of the
claim or assertion of liability and request the Indemnifying
Party to defend same. The Indemnifying Party shall have the right
to defend against such liability or assertion, in which event the
Indemnifying Party shall give written notice to the Indemnified
Party of the acceptance of defense of such claim and the identity
of counsel selected by the Indemnifying Party with respect of
such matters. The Indemnified Party shall be entitled to
participate with the Indemnifying Party in such defense and also
shall be entitled at its option to employ separate counsel for
such defense at the expense of the Indemnified Party. In the
event the Indemnifying Party does not accept the defense of the
matter as provided above or in the event that the Indemnifying
Party or its counsel fails to use reasonable care in maintaining
such defense, the Indemnified Party shall have the right to
employ counsel for such defense at the expense of the
Indemnifying Party. All Parties hereto will cooperate with each
other in the defense of any such action and the relevant records
of each shall be available to the other with respect to such
defense.
7. Miscellaneous
7.1 Successors and Assigns: The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of IHHI and the Parties,
respectively. Nothing in this Agreement, express or implied, is
intended to confer upon any Party other than the Parties hereto
or their respective successors and assigns rights, remedies,
obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
7.2 Governing Laws: The laws of the state of Nevada shall govern
the rights and liabilities of the Parties to this Agreement and
the validity, construction, and interpretation thereof
7.3 Counterparts: This Agreement may be executed in two or more
countertops, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
7.4 Titles and Subtitles: The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing this Agreement.
7.5 Notices: Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the Party to be
notified or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to
the Party to be notified at the address indicated for such Party
in this Agreement, which is incorporated herein by references, or
at such other address as such party may designate by ten (10)
days advance written notice to the other parties.
7.6 Finders' Fee: Each party represents that it neither is nor
will be obligated for any finders' fee nor commission in
connection with this transaction, other then those already agreed
to.
7.7 Expenses: Each party shall pay its or his respective costs
and expenses incurred with respect to the negotiation, execution,
delivery and performance of this Agreement.
7.8 Joint and Several: Whenever any party undertakes any joint
and several covenant, agreement, representation, warranty, waiver
and/or other obligation under this Agreement, the breach by any
party to the joint and several undertaking shall be deemed to be
breached by all Parties to that undertaking and any Party
aggrieved by any such breach may proceed at its sole and absolute
discretion against any one or more or all of the Parties bound by
that joint and several undertaking.
7.9 Amendments and Waivers: Any term of this Agreement may be
amended and the observance of any terms of this Agreement may be
waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of
all Parties hereto.
7.10 Severability: If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective the 10th day of June 1999.
INTERNET BUSINESS'S INTERNATIONAL, INC.
(A Delaware Corporation)
/s/ Arnold Sock
By: Arnold Sock, President
IRON HORSE HOLDINGS INCORPORATED
(A Nevada Corporation)
/s/ James Wilson
By: James Wilson, President
PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 1st day of July 1999 by and
between the Stockholders of MBM Capital Group Inc., a Nevada
Corporation, ("SOFMBM"), located at P.O. Box 5068, Laguna Beach,
California 92652 and Internet Business's International, Inc.
("IBUI"), located at 3900 Birch Street, Suite 111, Newport Beach,
California 92660.
THE PARTIES AGREE AS FOLLOWS:
1. Agreement.
1.1 Subject to the terms and conditions of this Agreement, IBUI
agrees to pay at closing $72,000.00 cash plus up to 500,000
shares (prorated based upon income) for, SOFMBM's (MBM Capital
Groups Inc.) production facility, and commerce site. The
payments will be as follows; $72,000.00 cash on closing and the
stock of IBUI restricted as per rule 144 within 45 days of
closing (based upon the agreed to pro ration formula).
1.2 Closing: The closing shall take place on or before July 10th,
1999 or at such other time and place as SOFMBM and IBUI mutually
agree upon in writing (which time and place are designated as the
"Closing"). At the Closing, SOFMBM, shall deliver to IBUI, all
documents necessary to transfer ownership and title to the MBM,
and all MBM customer lists, all MBM customer accounts, all MBM
customer contracts and paperwork pertaining thereto, MBM
trademarks, MBM and related licenses, MBM software copyrights,
MBM text copyrights, all rights as applicable in and to the
domain name, MBM and related operating manuals, scripts and
programs, and graphics and words, MBM accounting systems, and the
MBM database.
2. Representations and Warranties of SOFMBM
Except as expressly set forth in any Schedule of Exceptions
furnished to the Parties with respect to the subparagraphs
hereof, SOFMBM hereby represents and warrants to the Parties the
following:
2.1 Organization, Will Be In Good standing: MBM is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Nevada and has all requisite corporate power
and authority to carry on its business as now conducted. SOFMBM.
2.2. Subsidiaries: SOFMBM does presently own or control, directly
or indirectly, other interests in other corporations.
2.3 Litigation: There is no action, suit proceeding or
investigation currently threatened against the SOFMBM which
questions the validity of this Agreement or the right of SOFMBM
to enter into it, or to consummate the transactions contemplated
hereby, or which might result, in the aggregate, in any material
adverse changes in the assets, conditions, affairs or prospects
of SOFMBM. SOFMBM is not a party or subject to the provisions of
any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality.
2.4 Title to Property and Assets: SOFMBM owns its property and
assets free and clear of all mortgages, liens, loans and
encumbrances, except such encumbrances and liens which arise in
the ordinary course of business and which do not materially
impair SOFMBM's ownership or use of such property or assets. With
respect to the property and assets it leases, SOFMBM is in
compliance with such leases and, to the best of SOFMBM's
knowledge, holds a valid leasehold interest free and clear of any
liens, claims, or encumbrances.
2.5 Changes: Since 6/1/99 there has not been, any change in the
assets, liabilities, financial condition or operating results of
SOFMBM, except changes in the ordinary course of business which
have not been, in the aggregate, materially adverse;
2.6 Absence of Undisclosed Liabilities: SOFMBM has no material
liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been disclosed.
3. Representations and Warranties of the Parties
Except as expressly set forth in any Schedule of Exceptions
furnished to the SOFMBM with respect to the subparagraphs hereof,
the Parties hereby, jointly and severally, represent and warrant
to SOFMBM the following:
3.2 Authorization: All action on the part of the Parties
necessary for the authorization, execution and delivery of this
Agreement, and the performance of all obligations of the Parties
hereunder has been taken or will be taken prior to the Closing,
and this Agreement constitutes a valid and legally binding
obligation of the Parties, enforceable in accordance with its
terms.
3.4 Litigation: There is no action, suit proceeding or
investigation currently threatened against IBUI which questions
the validity of this Agreement or the right of the parties to
enter it, or to consummate the transactions contemplated hereby.
3.5 Good Title: At Closing, IBUI will deliver to SOFMBM an
acknowledgment with respect to the MBM, that SOFMBM is the
registered owner, on the books and records of the MBM.
4. Conditions of the Obligations of SOFMBM at Closing:
The obligations of SOFMBM under this Agreement are subject to the
fulfillment on or before the Closing of each of the following
conditions:
4.1 Representations and Warranties of SOFMBM: The representations
and warranties of SOFMBM contained in Section 2 hereof shall be
as and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the
date of such Closing.
4.2 Performance by SOFMBM: SOFMBM shall have conformed with all
agreements, obligations and conditions contained in this
Agreement to which it is subject on or before Closing.
5. Conditions of the Obligations of the Parties at Closing.
The obligations of the Parties under this Agreement are subject
to the fulfillment on or before the Closing of each of the
following conditions:
5.1 Representations and Warranties of the Parties: The
representations and warranties of the Parties contained in
Section 3 hereof shall be true on and as of the closing with the
same effect as though such representations and warranties had
been made on and as of the date of such Closing.
5.2 Performance by the Parties: The Parties shall have conformed
with all agreements, obligations and conditions contained in this
Agreement to which they are subject on or before Closing.
6. Survival of Representations and Warranties and
Indemnification.
6.1 Survival of Representations and Warranties: Not with standing
the Closing of this Agreement, the representations and warranties
of SOFMBM and the Parties contained in this
agreement shall survive the Closing until the date one (1) year
after the date of the Closing, provided, however, that as to any
breach, or misstatement in, any misrepresentation or warranty as
to which the Parties have given notice to SOFMBM or has given
notice to the Parties on or prior to the expiration of such (1)
year period, the same shall continue to survive beyond said
period, but only as to the matters contained in such notice.
6.2 Indemnification by SOFMBM: SOFMBM covenants and agrees to
hold IBUI harmless from any and all costs, expenses, losses,
damages, and liabilities incurred or suffered directly or
indirectly by IBUI (including reasonable legal fees and costs)
proximately resulting from or attributable to the material breach
of, or a material misstatement in, any one or more of the
representations or warranties of SOFMBM made in or pursuant to
this Agreement. Not with standing any other provision of this
Agreement, the Parties acknowledge and agree that no
representation of SOFMBM hereunder or omission from this
Agreement or its schedules shall be deemed materially misleading
and no warranty hereunder by SOFMBM shall be deemed breached if
IBUI have obtained accurate information regarding the matter
prior to Closing.
6.3 Indemnification by IBUI: IBUI jointly and severally covenant
agree to hold SOFMBM harmless from any and all costs, expenses,
losses, damages, and liabilities incurred or suffers directly or
indirectly by SOFMBM (including reasonable legal fees and costs)
proximately resulting from or attributable to the material breach
of or a material misstatement in, any one or more of the
representations or warranties of IBUI made in pursuant to this
Agreement. Not with standing any other provision of this
Agreement, SOFMBM acknowledges and agrees that no representation
of IBUI hereunder or omission from this Agreement or its
schedules shall deemed materially misleading and no warranty
hereunder by IBUI shall be deemed breached if SOFMBM has obtained
accurate information regarding the matter prior to Closing.
6.4 Defense Against Asserted Claims: If any claim or assertion
of liability is made by a third party against a party indemnified
pursuant to this Section 6 (the "Indemnified Party") based on any
liability or absence of right which, if established, would
constitute a matter for which the Indemnified Party would be
entitled to indemnification by another party hereto (the
"Indemnifying Party") the Indemnified Party shall with reasonable
promptness give to the Indemnifying Party written notice of the
claim or assertion of liability and request the Indemnifying
Party to defend same. The Indemnifying Party shall have the right
to defend against such liability or assertion, in which event the
Indemnifying Party shall give written notice to the Indemnified
Party of the acceptance of defense of such claim and the identity
of counsel selected by the Indemnifying Party with respect of
such matters. The Indemnified Party shall be entitled to
participate with the Indemnifying Party in such defense and also
shall be entitled at its option to employ separate counsel for
such defense at the expense of the Indemnified Party. In the
event the Indemnifying Party does not accept the defense of the
matter as provided above or in the event that the Indemnifying Party or
its counsel fails to use reasonable care in maintaining such defense,
the Indemnified Party shall have the right to employ counsel for such
defense at the expense of the Indemnifying Party. All Parties hereto
will cooperate with each other in the defense of any such action and
the relevant records of each shall be available to the other with
respect to such defense.
7.Miscellaneous
7.1 Successors and Assigns: The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of SOFMBM and the Parties,
respectively. Nothing in this Agreement, express or implied, is
intended to confer upon any Party other than the Parties hereto
or their respective successors and assigns rights, remedies,
obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
7.2 Governing Laws: The laws of the state of Nevada shall govern
the rights and liabilities of the Parties to this Agreement and
the validity, construction, and interpretation thereof
7.3 Counterparts: This Agreement may be executed in two or more
countertops, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
7.4 Titles and Subtitles: The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing this Agreement.
7.5 Notices: Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the Party to be
notified or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to
the Party to be notified at the address indicated for such Party
in this Agreement, which is incorporated herein by references, or
at such other address as such party may designate by ten (10)
days advance written notice to the other parties.
7.6 Finders' Fee: Each party represents that it neither is nor
will be obligated for any finders' fee nor commission in
connection with this transaction, other then those already agreed
to.
7.7 Expenses: Each party shall pay its or his respective costs
and expenses incurred with respect to the negotiation, execution,
delivery and performance of this Agreement.
7.8 Joint and Several: Whenever any party undertakes any joint
and several covenant, agreement, representation, warranty, waiver
and/or other obligation under this Agreement, the breach by any
party to the joint and several undertaking shall be deemed to be
breached by all Parties to that undertaking and any Party
aggrieved by any such breach may proceed at its sole and absolute
discretion against any one or more or all of the Parties bound by
that joint and several undertaking.
7.9 Amendments and Waivers: Any term of this Agreement may be
amended and the observance of any terms of this Agreement may be
waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of
all Parties hereto.
7.10 Severability: If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective the 1st day of July 1999.
INTERNET BUSINESS'S INTERNATIONAL, INC.
(A Delaware Corporation)
/s/ Albert Reda
By: Albert Reda, CEO
Stock Holders of MBM Capital Group Inc
/s/ .
By: Attorney in Fact
SUBSIDIARIES OF THE COMPANY
LA Internet, Inc., a California corporation.
<TABLE> <S> <C>
<S> <C>
<PAGE>
<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,059
<SECURITIES> 0
<RECEIVABLES> 187,928
<ALLOWANCES> 0
<INVENTORY> 73,771
<CURRENT-ASSETS> 286,633
<PP&E> 196,664
<DEPRECIATION> 163,587
<TOTAL-ASSETS> 4,504,272
<CURRENT-LIABILITIES> 491,561
<BONDS> 0
0
2,390,000
<COMMON> 1,773,000
<OTHER-SE> 3,987,669
<TOTAL-LIABILITY-AND-EQUITY> 4,504,272
<SALES> 261,581
<TOTAL-REVENUES> 285,446
<CGS> 205,848
<TOTAL-COSTS> 205,848
<OTHER-EXPENSES> 86,719
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,879
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,879
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,879
<EPS-BASIC> .00
<EPS-DILUTED> .00
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