U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 20, 2000
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or jurisdiction of incorporationor organization)
33-43621
(Commission File Number)
33-03007734
(I.R.S. Employer Identification Number)
4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (702) 433-9416
(Former name or former address, if changed since last report)
ITEM 2. ACQUISTION OR DISPOSTION OF ASSETS.
On October 20, 2000, the Registrant entered into a Stock Purchase
Agreement ("Agreement") with Auction-Sales.Com, Inc. ("Company")
and its majority shareholder, Zahid Rafiq (collectively,
"Seller"), for the purchase by the Registrant of 96.62% of the
outstanding and treasury shares of common stock ("Shares") of
Auction-Sales.Com, Inc., a Delaware corporation. In exchange for
the Shares, the Registrant will pay, under the terms of this
agreement, the following:
(a) 11,000,000 shares of Registrant's restricted common
stock to Seller for all of Seller's Shares, as follows:
(i) 5,500,000 restricted shares will be issued to
current shareholders, identified on the list attached to the
Agreement.
(ii) 2,500,000 restricted shares will be paid to
certain creditors of the Company identified in an attachment to
the Agreement. Seller represents that all of these creditors are
unsecured. Seller shall procure signed consents from each
creditor confirming the agreement to accept restricted shares in
proportion to their claims within 60 days of closing of the
transaction. Failure to procure signed consents will justify
rescission of this Agreement at the option of the Registrant,
such that each party shall restore to the other the consideration
which each placed into the Agreement.
(iii) 3,000,000 restricted shares of the purchase price will be paid to
outside consultants for work performed for facilitating the transaction
(b) Earn out for the "Seller": The Seller shall be paid up
to an additional $3,000,000 (Three Million Dollars) based upon
earnings over the next 3 years through additional restricted
stock. The earn out will be based on a 10% growth per year over
the previous years revenue. The $3,000,000 will be distributed
equally over the subsequent 3 year i.e. $1,000,000 per year, and
can be cumulative. This earn out is further defined as follows:
(i) The initial base Year ends on 9-30-00. The subsequent year base will be
the previous revenue
(ii) The stock will be issued per quarter upon reaching the Goal per quarter
for that portion of the annualized growth of 10% over the previous year.
(c) Buyer may invest up to $2,000,000 to THE COMPANY, at a
Rate not to exceed $500,000 per quarter, based on performance on
THE COMPANY as a function of gross revenues and based on a
budget, which is pre-approved by Buyer.
Auction-Sales.Com is a leading edge e-commerce dynamic pricing
application service provider. Auction-Sales.Com has developed a
proprietary state of the art hybrid auction platform that address
the combined needs of the B2C, B2B and C2C markets. This is
accomplished by providing a single integrated marketplace and
portal technology that empowers all parties, including
manufacturers, distributors, resellers and consumers. The
Auction-Sales.Com platform provides supply chain integration and
economies of scale in connection with dynamic pricing application
targeting businesses and /or consumers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements.
Since the value of the consideration given in connection with
this acquisition constitutes approximately 41% of the total
assets of the Registrant as of June 30, 2000, then pursuant to
Rule 3.05(b)(1)(iii) of Regulation S-X, financial statements will
be furnished for at least the two most recent fiscal years and
any interim periods. It is impracticable to provide the required
financial statements for this acquired business at the time this
Form 8-K is filed; these will be filed as an amendment to this
filing not later than 60 days after the filing of this report.
In such circumstances, the registrant may, at its option, include
unaudited financial statements in the initial report on Form 8-K.
Pro forma financial information shall also be furnished in
connection with this acquisition.
Exhibits.
Exhibits included are set forth in the 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 1, 2000 By: /s/ Albert R. Reda
Albert R. Reda
Chief Executive Officer
EXHIBIT INDEX
Number Exhibit Description
2 Stock Purchase Agreement between the Registrant, Auction-
Sales.Com, Inc., and Zahid Rafiq, dated October 20, 2000 (see
below).
