U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Name of Small Business Issuer in its charter)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport
Beach, California 92660
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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6(I)(4) and 0-11.
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2. Aggregate number of securities to which transaction applies:
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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Notes:
Internet Business's International, Inc.
4634 South Maryland Parkway, Suite 101
Las Vegas, Nevada 89119
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, SEPTEMBER 27, 2000
Notice is hereby given that the Annual Meeting of shareholders
of Internet Business's International, Inc. ("Company") will be
held on Wednesday, September 27, 2000 at the executive offices
of the Company, located at 4634 South Maryland Parkway, Suite
101, Las Vegas, Nevada 89119 at 11:00 a.m. for the following
purposes:
1. To elect the following three nominees as Directors of the
Company until the next Annual Meeting of shareholders and until
their respective successors shall be elected and qualified:
Louis Cherry, Albert R. Reda, and Wade Whitely;
2. To approve the appointment of Henry Schiffer, C.P.A., a
P.C., as the Company's independent auditors for the new fiscal
year commencing on July 1, 2000;
3. To approve a share exchange between the Company and PMCC
Mortgage Corp., whereby the Company would become a wholly owned
subsidiary of this firm;
4. To consider on any other matter that properly may come before
the meeting or any adjournment thereof.
Shareholders of record as the close of business on July 31, 2000
are entitled to vote at the meeting or any postponement or
adjournment thereof.
Please review the voting options on the attached proxy card and
submit your vote promptly. If you attend the Annual Meeting,
you may revoke your Proxy and vote in person if you desire to do
so, but attendance at the Annual Meeting does not itself serve
to revoke your Proxy. A copy of the Company's Annual Report for
its fiscal year ended June 30, 1999 and for the quarter ended on
March 31, 2000 are enclosed herewith.
By order of the Board of Directors
August 28, 2000
/s/ Albert R. Reda
Albert R. Reda, Corporate Secretary
PROXY STATEMENT
Internet Business's International, Inc.
4634 South Maryland Parkway, Suite 101
Las Vegas, Nevada 89119
This Proxy Statement is furnished to shareholders at the
direction and on behalf of the Board of Directors of Internet
Business's International, Inc., a Nevada corporation
("Company"), for the purpose of soliciting proxies for use at
the Annual Meeting of Shareholders of the Company to be held at
the executive offices of the Company, located at 4634 South
Maryland Parkway, Suite 101, Las Vegas, Nevada 89119 on
Wednesday, September 27, 2000 at 11:00 a.m. The shares
represented by the proxy will be voted in the manner specified
in the proxy. To the extent that no specification is made as to
the proposals set forth in the notice of meeting accompanying
this Proxy Statement, the proxy will be voted in favor of such
proposals. However, any proxy given pursuant to this
solicitation may be revoked at any time before it is exercised
by giving written notice of such revocation to the Secretary of
the Company, by appearing at the meeting and voting in person,
or by submitting a later dated proxy. Neither attendance at the
meeting nor voting at the meeting shall revoke the proxy. A
revocation that is not timely received shall not be taken into
account, and the original proxy shall be counted.
Shareholder proposals must be submitted to the Company not later
than August 1, 2001, in order to be included in those matters
considered at the next Annual Meeting of the Company to be held
in September 2001. The cost of preparing, assembling and
mailing this Proxy Statement, the Notice of Annual Meeting of
Shareholders and the accompanying Proxy is being borne by the
Company. Brokers, dealers, banks, or voting trustees, and their
nominees, are requested to forward soliciting materials to the
beneficial owners of shares and will be reimbursed for their
reasonable expenses. This Proxy Statement and accompanying
proxy will be mailed to shareholders on or about September 15,
2000.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders is the close of
business on July 31, 2000. On such date, the Company had issued
and outstanding 225,115,113 shares of $0.001 par value common
stock. Each share is entitled to one vote per share on any
matter which may properly come before the meeting and there
shall be no cumulative voting right on any shares. The presence
at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record
date will constitute a quorum at the meeting. Votes withheld
and abstentions will be counted in determining the presence of a
quorum but will not be voted. Broker non-votes will not be
counted in determining the presence of a quorum and will not be
voted.
All matters to be voted on require an affirmative vote of a
majority of the votes present at the meeting. As management
holds, directly or indirectly, a majority of the outstanding
shares as of the record date and intends to vote in favor of all
proposals, it is anticipated that all proposals will pass.
Pursuant to applicable Nevada law, there are dissenter's rights
relating to the matters to be voted on. The relevant sections
of the Nevada Revised Statutes that deal with such dissenters'
rights are set forth as follows:
NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500,
inclusive, unless the context otherwise requires, the words and
terms defined in NRS 92A.305 to 92A.335, inclusive, have the
meanings ascribed to them in those sections.
NRS 92A.305 "Beneficial stockholder" defined.
"Beneficial stockholder" means a person who is a beneficial
owner of shares held in a voting trust or by a nominee as the
stockholder of record.
NRS 92A.310 "Corporate action" defined. "Corporate action"
means the action of a domestic corporation.
NRS 92A.315 "Dissenter" defined. "Dissenter" means a
stockholder who is entitled to dissent from a domestic
corporation's action under NRS 92A.380 and who exercises that
right when and in the manner required by NRS 92A.400 to 92A.480,
inclusive.
NRS 92A.320 "Fair value" defined. "Fair value," with
respect to a dissenter's shares, means the value of the shares
immediately before the effectuation of the corporate action to
which he objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be
inequitable.
NRS 92A.325 "Stockholder" defined. Stockholder" means a
stockholder of record or a beneficial stockholder of a domestic
corporation.
NRS 92A.330 "Stockholder of record" defined.
"Stockholder of record" means the person in whose name shares
are registered in the records of a domestic corporation or the
beneficial owner of shares to the extent of the rights granted
by a nominee's certificate on file with the domestic
corporation.
NRS 92A.335 "Subject corporation" defined. "Subject
corporation" means the domestic corporation which is the issuer
of the shares held by a dissenter before the corporate action
creating the dissenter's rights becomes effective or the
surviving or acquiring entity of that issuer after the corporate
action becomes effective.
NRS 92A.340 Computation of interest. Interest payable
pursuant to NRS 92A.300 to 92A.500, inclusive, must be computed
from the effective date of the action until the date of payment,
at the average rate currently paid by the entity on its
principal bank loans or, if it has no bank loans, at a rate that
is fair and equitable under all of the circumstances.
NRS 92A.380 Right of stockholder to dissent from certain
corporate actions and to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, a
stockholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of any of the
following corporate actions:
(a) Consummation of a plan of merger to which the domestic
corporation is a party:
(1) If approval by the stockholders is required for the merger
by NRS 92A.120 to 92A.160, inclusive, or the articles of
incorporation and he is entitled to vote on the merger; or
(2) If the domestic corporation is a subsidiary and is merged
with its parent under NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic
corporation is a party as the corporation whose subject owner's
interests will be acquired, if he is entitled to vote on the
plan.
(c) Any corporate action taken pursuant to a vote of the
stockholders to the event that the articles of incorporation,
bylaws or a resolution of the board of directors provides that
voting or nonvoting stockholders are entitled to dissent and
obtain payment for their shares.
2. A stockholder who is entitled to dissent and obtain payment
under NRS 92A.300 to 92A.500, inclusive, may not challenge the
corporate action creating his entitlement unless the action is
unlawful or fraudulent with respect to him or the domestic
corporation.
NRS 92A.390 Limitations on right of dissent: Stockholders of
certain classes or series; action of stockholders not required
for plan of merger.
1. There is no right of dissent with respect to a plan of
merger or exchange in favor of stockholders of any class or
series which, at the record date fixed to determine the
stockholders entitled to receive notice of and to vote at the
meeting at which the plan of merger or exchange is to be acted
on, were either listed on a national securities exchange,
included in the national market system by the National
Association of Securities Dealers, Inc., or held by at least
2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the
shares provide otherwise; or
(b) The holders of the class or series are required under the
plan of merger or exchange to accept for the shares anything
except:
(1) Cash, owner's interests or owner's interests and cash in
lieu of fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan
of merger or exchange, were either listed on a national
securities exchange, included in the national market system by
the National Association of Securities Dealers, Inc., or held of
record by a least 2,000 holders of owner's interests of record;
or
(2) A combination of cash and owner's interests of the kind
described in sub-subparagraphs (I) and (II) of subparagraph (1)
of paragraph (b).
2. There is no right of dissent for any holders of stock of the
surviving domestic corporation if the plan of merger does not
require action of the stockholders of the surviving domestic
corporation under NRS 92A.130.
NRS 92A.400 Limitations on right of dissent: Assertion as to
portions only to shares registered to stockholder; assertion by
beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to
fewer than all of the shares registered in his name only if he
dissents with respect to all shares beneficially owned by any
one person and notifies the subject corporation in writing of
the name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this
subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of
different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to
shares held on his behalf only if:
(a) He submits to the subject corporation the written consent of
the stockholder of record to the dissent not later than the time
the beneficial stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the
beneficial stockholder or over which he has power to direct the
vote.
NRS 92A.410 Notification of stockholders regarding right of
dissent.
1. If a proposed corporate action creating dissenters' rights
is submitted to a vote at a stockholders' meeting, the notice of
the meeting must state that stockholders are or may be entitled
to assert dissenters' rights under NRS 92A.300 to 92A.500,
inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is taken
by written consent of the stockholders or without a vote of the
stockholders, the domestic corporation shall notify in writing
all stockholders entitled to assert dissenters' rights that the
action was taken and send them the dissenter's notice described
in NRS 92A.430.
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights
is submitted to a vote at a stockholders' meeting, a stockholder
who wishes to assert dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is
taken, written notice of his intent to demand payment for his
shares if the proposed action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of
subsection 1 and NRS 92A.400 is not entitled to payment for his
shares under this chapter.
NRS 92A.430 Dissenter's notice: Delivery to stockholders
entitled to assert rights; contents.
1. If a proposed corporate action creating dissenters' rights
is authorized at a stockholders' meeting, the subject
corporation shall deliver a written dissenter's notice to all
stockholders who satisfied the requirements to assert those
rights.
2. The dissenter's notice must be sent no later than 10 days
after the effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where
and when certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates
to what extent the transfer of the shares will be restricted
after the demand for payment is received;
(c) Supply a form for demanding payment that includes the date
of the first announcement to the news media or to the
stockholders of the terms of the proposed action and requires
that the person asserting dissenter's rights certify whether or
not he acquired beneficial ownership of the shares before that
date;
(d) Set a date by which the subject corporation must receive the
demand for payment, which may not be less than 30 nor more than
60 days after the date the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500,
inclusive.
NRS 92A.440 Demand for payment and deposit of certificates;
retention of rights of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the
dissenter's notice for this certification; and
(c) Deposit his certificates, if any, in accordance with the
terms of the notice.
2. The stockholder who demands payment and deposits his
certificates, if any, before the proposed corporate action is
taken retains all other rights of a stockholder until those
rights are canceled or modified by the taking of the proposed
corporate action.
3. The stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the
dissenter's notice, is not entitled to payment for his shares
under this chapter.
NRS 92A.450 Uncertificated shares: Authority to restrict
transfer after demand for payment; retention of rights of
stockholder.
1. The subject corporation may restrict the transfer of shares
not represented by a certificate from the date the demand for
their payment is received.
2. The person for whom dissenter's rights are asserted as to
shares not represented by a certificate retains all other rights
of a stockholder until those rights are canceled or modified by
the taking of the proposed corporate action.
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days
after receipt of a demand for payment, the subject corporation
shall pay each dissenter who complied with NRS 92A.440 the
amount the subject corporation estimates to be the fair value of
his shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the
district court:
(a) Of the county where the corporation's registered office is
located; or
(b) At the election of any dissenter residing or having its
registered office in this state, of the county where the
dissenter resides or has its registered office. The court shall
dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a
fiscal year ending not more than 16 months before the date of
payment, a statement of income for that year, a statement of
changes in the stockholders' equity for that year and the latest
available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the
fair value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment
under NRS 92A.480; and
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.470 Payment for shares: Shares acquired on or after
date of dissenter's notice.
1. A subject corporation may elect to withhold payment from a
dissenter unless he was the beneficial owner of the shares
before the date set forth in the dissenter's notice as the date
of the first announcement to the news media or to the
stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold
payment, after taking the proposed action, it shall estimate the
fair value of the shares, plus accrued interest, and shall offer
to pay this amount to each dissenter who agrees to accept it in
full satisfaction of his demand. The subject corporation shall
send with its offer a statement of its estimate of the fair
value of the shares, an explanation of how the interest was
calculated, and a statement of the dissenters' right to demand
payment pursuant to NRS 92A.480.
NRS 92A.480 Dissenter's estimate of fair value: Notification of
subject corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of
his own estimate of the fair value of his shares and the amount
of interest due, and demand payment of his estimate, less any
payment pursuant to NRS 92A.460, or reject the offer pursuant to
NRS 92A.470 and demand payment of the fair value of his shares
and interest due, if he believes that the amount paid pursuant
to NRS 92A.460 or offered pursuant to NRS 92A.470 is less than
the fair value of his shares or that the interest due is
incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to
this section unless he notifies the subject corporation of his
demand in writing within 30 days after the subject corporation
made or offered payment for his shares.
NRS 92A.490 Legal proceeding to determine fair value: Duties of
subject corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject
corporation shall commence a proceeding within 60 days after
receiving the demand and petition the court to determine the
fair value of the shares and accrued interest. If the subject
corporation does not commence the proceeding within the 60-day
period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.
2. A subject corporation shall commence the proceeding in the
district court of the county where its registered office is
located. If the subject corporation is a foreign entity without
a resident agent in the state, it shall commence the proceeding
in the county where the registered office of the domestic
corporation merged with or whose shares were acquired by the
foreign entity was located.
3. The subject corporation shall make all dissenters, whether
or not residents of Nevada, whose demands remain unsettled,
parties to the proceeding as in an action against their shares.
All parties must be served with a copy of the petition.
Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is
commenced under subsection 2 is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value.
The appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to
the same discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is
entitled to a judgment:
(a) For the amount, if any, by which the court finds the fair
value of his shares, plus interest, exceeds the amount paid by
the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-
acquired shares for which the subject corporation elected to
withhold payment pursuant to NRS 92A.470.
NRS 92A.500 Legal proceeding to determine fair value:
Assessment of costs and fees.
1. The court in a proceeding to determine fair value shall
determine all of the costs of the proceeding, including the
reasonable compensation and expenses of any appraisers appointed
by the court. The court shall assess the costs against the
subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court
finds equitable, to the extent the court finds the dissenters
acted arbitrarily, vexatiously or not in good faith in demanding
payment.
2. The court may also assess the fees and expenses of the
counsel and experts for the respective parties, in amounts the
court finds equitable:
(a) Against the subject corporation and in favor of all
dissenters if the court finds the subject corporation did not
substantially comply with the requirements of NRS 92A.300 to
92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in
favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted
arbitrarily, vexatiously or not in good faith with respect to
the rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters
similarly situated, and that the fees for those services should
not be assessed against the subject corporation, the court may
award to those counsel reasonable fees to be paid out of the
amounts awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court
may assess the costs against the subject corporation, except
that the court may assess costs against all or some of the
dissenters who are parties to the proceeding, in amounts the
court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding
commenced pursuant to NRS 92A.460 or 92A.490 from applying the
provisions of N.R.C.P. 68 or NRS 17.115.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as
of July 31, 2000 (221,115,113 issued and outstanding, of which
126,027,324 are restricted) by (i) all stockholders known to the
Company to be beneficial owners of more than 5% of the
outstanding Common Stock; (ii) each director; and (iii) all
directors and executive officers of the Company individually and
as a group (each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially
owned by them):
Title of Name and Address of Amount of Percent
Class Beneficial Owner Beneficial of
Ownership(1) class
Common Reda Family Trust (1) 29,600,000 13.39%
Stock 3338 Punta Alta, #1E
Laguna Hills, Ca 92653
Common Iron Horse Holdings, Inc. (2) 18,006,060 8.14%
Stock 8625 W. Sahara Avenue
Las Vegas, Nevada 89117
Common Cherry Family Trust (3) 15,916,086 7.20%
Stock 29245 Pompano Way
Laguna Niguel, Ca 92677
Common Michael S. Cherry (4) 12,000,000 5.43%
Stock 5 Washburn Terrace, #1,
Brookline, Massachusetts
02446
Common Ramis Corp. (5), 10,000,000 4.52%
Stock P.O. Box 4321,
Mission Viejo, Ca 92690
Common Albert Reda Corp. (6) 10,000,000 4.52%
Stock 2557 Oxford Lane,
Costa Mesa, Ca 92626
Common Albert R. Reda, 1,566,086 0.71%
Stock 3900 Birch Street, Suite 103
Newport Beach, Ca 92660
Common Louis Cherry, 0 0.00%
Stock 3900 Birch Street, Suite 103
Newport Beach, Ca 92660
Common Shares of all directors and 67,082,172 30.34%
Stock executive officers as a
group (2 persons)
(1) Reda Family Trust is a trust created by Albert Reda for
shares obtained upon the change in control of the Company in
November 1998.
(2) Michael Cherry and Reda Family Trust are minority
shareholders of Iron Horse Holdings, Inc.
(3) Cherry Family Trust is a trust created by Louis Cherry for
shares obtained upon the change in control of the Company in
November 1998.
(4) Michael S. Cherry is the adult child of Louis Cherry and
Louis Cherry disclaims any beneficial ownership of these shares.
(5) Ramis Corp. is a corporation controlled by Louis Cherry,
which holds shares issued as compensation for services performed
by Mr. Cherry for the Company.
(6) Albert Reda Corp. is a corporation controlled by Albert
Reda, which holds shares issued as compensation for services
performed by Mr. Reda for the Company.
ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
The Company's Board of Directors is currently composed of two
members. The Company's Bylaws provide that Directors are to
serve only until the next Annual Meeting of Shareholders or
until their successors are elected and qualified. Two of these
individuals also hold all of the positions as Executive Officers
of the Company. The Directors and Executive Officers of the
Company are not a party to any material pending legal
proceedings and, to the best of their knowledge, no such action
by or against them has been threatened.
Louis Cherry.
Mr. Cherry, age 72, was appointed Chariman of the Board, and
Treasurer of the Company in November 1998. From 1995 to 1998,
he was self-employed as a consultant and food broker. For the
period of 1993 to 1994, Mr. Cherry served as Chariman of the
Board for two automobile dealerships, University Oldsmobile &
Pontiac of Costa Mesa, California, and San Clemente Chrysler,
Jeep & Eagle of San Clemente, California. Previously, Mr.
Cherry was Chariman of the Board of a national bank and
president of an investment firm. Mr. Cherry has attended the
University of California at Los Angeles.
Albert R. Reda.
Mr. Reda, age 54, was appointed a Director, Chief Executive
Officer, and Secretary of the Company in November 1998. From
1996 to 1998, he was employed with CRT Corporation as Vice
President in charge of production for manufacturing frozen food
products. For the period of 1994 to 1995, Mr. Reda was self-
employed in the financial lending area, buying and selling loans
between individuals and institutions. Mr. Reda received his
Bachelor of Science degree from California State University,
Long Beach, with a major in engineering.
Wade H. Whitely III.
Mr. Whitely, age 36, has been self-employed for the past
five years as a marketing and design consultant for several
mortgage companies, including Marina Mortgage Corp., Ocwen
Mortgage Inc., Community Mortgage Corp. and Western Thrift &
Loan. For approximately 2 and one-half years prior to that, he was
employed as an acting manager of Northwest Mortage Corp. Mr.
Whitely has also recently designed and implemented e-commerce
for Sunglass Central, Optical Brigade, Net2 Loan, and Site-
Creator. Mr. Whitely earned his Bachelor of Science degree in
finance from Memphis State University.
The Company does not have standing audit, nominating or
compensation committees of the Board of Directors, or
committees performing similar functions. During the last fiscal
year, the board of directors met on one occasion; all other
actions by the Board were taken by unanimous written consent.
EXECUTIVE COMPENSATION
Summary Compensation Table
Annual compensation Long-term
compensation
Awards Payouts
Other Securi All
Annual ties other
Name and compen Restrict under compen
Principal Year Salary Bonus sation stock lying LTIP sation
Position award(s) options payouts
SARs
($) ($) ($) ($) (#) ($) ($)
Louis Cherry 2000 $160,000 0 $ 260,000 0 0 0 0
Chairman/ 1999 0 0 1,260,000 0 0 0 0
Treasurer
Albert Reda 2000 $160,000 0 $ 260,000 0 0 0 0
Chief 1999 0 0 $1,260,000 0 0 0 0
Executive
Officer/
Secretary
(1) Since the current management took control of the Company in
November 1998, only information on the last two fiscal years is
shown here. Each principal is currently compensated at the rate
of $20,000 per month.
(2) On April 4, 2000, the Company gave 10,000,000 shares of
restricted common stock of the Company to Mr. Cherry and Mr.
Reda. These shares are intended to compensate these Directors
for their services to the Company for the period of November
1998 through October 1999, during which period neither person
received any compensation from the Company. Pursuant to Item
402(b)(2)(iii) of Regulation SK, these shares are valued at the
fair market value at the end of each calendar month during that
period when such compensation was earned.
(b) There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Company in the event of retirement at normal retirement date as
there is no existing plan provided for or contributed to by the
Registrant.
(c) No remuneration is proposed to be paid in the future
directly or indirectly by the Company to any officer or director
since there is no existing plan which provides for such payment,
including a stock option plan.
TRANSACTIONS WITH MANAGEMENT
During the last fiscal year up to the present, there have been
no relationships, transactions, or proposed transactions to
which the Company was or is to be a party, in which any of the
named persons set forth previously had or is to have a direct or
indirect material interest.
INDEPENDENT PUBLIC ACCOUNTANT
Henry Schiffer, C.P.A., a P.C. of Beverly Hills, California
issued the report for the company's audited financial statements
for the fiscal years ended June 30, 1997, 1998, and 1999. Mr.
Schiffer has been engaged by the Board of Directors of the
Company as independent public accountant for the fiscal year
ending on June 30, 2000. In addition, the Board of Directors
has approved by resolution a proposal to retain Mr. Schiffer for
the fiscal year commencing on July 1, 1999. The Board of
Directors recommends a vote FOR this proposal.
FINANCIAL AND OTHER INFORMATION
The Form 10-K for the fiscal year ended June 30, 1999 and
the Form 10-Q for the latest quarter ended on March 31, 2000 are
incorporated by reference to this Proxy Statement and are being
delivered to security holders of the Company along with this
Proxy Statement.
SHARE EXCHANGE WITH PMCC MORTGAGE CORPORATION
The Board of Directors has unanimously approved, and recommends
that shareholders approve, the Company's share exchange with
PMCC Financial Corp., a Delaware corporation ("PMCC Financial"),
whereby all the shares of the Company would be exchange for
shares of common stock of this firm. After the exchange,
shareholders will own an interest in a company that will in turn
own all of the issued and outstanding common stock of the
Company, as well as engage in its current line of business, as
set forth below. Shareholders' number of shares of common
stock will change, as outlined below, but their voting rights
will not change as a result of the share exchange. The share
exchange agreement between the Company and PMCC Financial is the
legal document that will govern the exchange; a copy of this
agreement is available upon request from the Company. In
addition the latest Form 10-K and Form 10-Q for PMCC Financial
is available upon request from the Company.
Reasons for the Exchange.
Company management believes that by becoming a subsidiary
of PMCC Financial, this will provide more exposure for the
products and services offered by the Company. In addition, the
products and services offered by the Company will complement the
business of PMCC Financial; for example, the Company's Net 2
Loan website processes loans which are granted by such firms as
PMCC Financial.
Business Description of PMCC Financial.
PMCC Financial is a specialty consumer financial services
company providing a broad array of residential mortgage products
to primarily prime credit borrowers seeking "conventional" or
FHA/VA loans. Beginning in mid-1996, PMCC Financial had
expanded and diversified its mortgage banking activities by
opening a fully-staffed wholesale division, establishing a
program to provide short-term funding to independent real estate
contractors for one to four family residential rehabilitation
properties, acquiring a wholesale origination company in Florida
and expanding its retail loan operations geographically
throughout the United States.
PMCC Financial is a holding company that conducts all of
its business through its wholly owned subsidiary, PMCC Mortgage
Corp. ("PMCC").
PMCC Financial's primary mortgage banking business
objectives are to stabilize the PMCC Financial's operations, to
continue to offer a full range of mortgage products to qualified
borrowers and to generate positive cash flow by selling
substantially all originated loans for cash to institutional
investors, usually without recourse, within a short period after
such loans are originated, thereby reducing exposure to interest
rate and credit risks.
PMCC Financial originates residential first mortgages on a
retail basis primarily in New York and New Jersey by a staff of
experienced retail loan officers who obtain customers through
referrals from local real estate agents, builders, accountants,
financial planners and attorneys, as well as from direct
customer contact via advertising, direct mail and promotional
materials. PMCC Financial's wholesale divisions in New Jersey
and Florida originate mortgage loans through independent
mortgage bankers and brokers, who submit applications to PMCC
Financial on behalf of a borrower.
PMCC Financial's revenues from mortgage banking activities
are primarily generated from the premiums it receives on the
sale of mortgage loans it originates, and from interest earned
during the period PMCC Financial holds mortgage loans for sale.
PMCC Financial's mortgage loans, together with servicing rights
to these mortgages, are usually sold on a non-recourse basis to
institutional investors, in each case within approximately 7 to
30 days of the date of origination of the mortgage. In general,
when PMCC Financial establishes an interest rate at the
origination of a mortgage loan, it attempts to contemporaneously
lock in an interest yield to the institutional investor
purchasing that loan from PMCC Financial. By selling these
mortgage loans at the time of or shortly following origination,
the Company limits its exposure to interest rate fluctuations
and credit risks. Furthermore, by selling its mortgage loans on
a "servicing-released" basis, PMCC Financial avoids the
administrative and collection expenses of managing and servicing
a loan portfolio and it avoids a risk of loss of anticipated
future servicing revenue due to mortgage prepayments in a
declining interest rate environment.
PMCC Financial also generated income by charging fees for
short-term funding to independent real estate contractors
("rehab partners") for the purchase, rehabilitation and resale
of vacant one-to-four family residences primarily in New York
City and Long Island, New York. PMCC Financial provided this
funding to several rehab partners that specialize in the
rehabilitation and marketing of these properties. As security
for providing the rehab partners with the funding to accomplish
the purchase, rehabilitation and resale of the property, the
Company holds title to the properties. PMCC Financial's income
from this activity is limited to the fees and interest charged
in connection with providing the funding and is not related to
any gain or loss on the sale of the property. Since PMCC
Financial holds the title to these properties, for financial
reporting purposes PMCC Financial records as revenue the gross
sales price of these properties when the properties are sold to
the ultimate purchasers and it records cost of sales equal to
the difference between such gross sales price and the amount of
its contracted income pursuant to its contracts with the rehab
partners. As of December 1999, PMCC Financial had temporarily
halted the purchase of new properties and accelerated efforts to
cause the sale of existing properties.
Investigation of PMCC Financial.
The U.S. Attorney's Office for the Eastern District of New York
("U.S. Attorney") is conducting an investigation
("Investigation") into the allegations asserted in a criminal
complaint against Ronald Friedman, the former Chairman of the
Board, President and Chief Executive Officer of PMCC Financial,
and a loan officer formerly employed by the company. On
December 21, 1999, agents of the Office of the Inspector General
for the United States Department of Housing and Urban
Development ("HUD") executed search and arrest warrants at the
Roslyn offices of the Company. The warrants were issued on the
basis of a federal criminal complaint ("Complaint"), which
charged that Mr. Friedman and the loan officer knowingly and
intentionally made, uttered or published false statements in
connection with loans to be insured by HUD.
In response to the allegations against the loan officer and
Friedman, PMCC Financial engaged the legal services of Dorsey &
Whitney LLP to conduct an internal investigation into the
alleged misconduct and to prepare a report discussing the
findings of the internal investigation. As part of this
internal investigation, PMCC Financial worked closely and in
cooperation with HUD and the U.S. Attorney. In addition, key
employees, including loan officers, loan processors,
underwriters and managers, were interviewed. An audit also was
conducted of over one-third of all 1999 FHA loans in order to
assess whether the files comported with the HUD guidelines for
FHA loans.
A report detailing Dorsey & Whitney's investigation and findings
was presented to PMCC Financial's Board of Directors in April
2000. The report concludes that while there appears to be
support for the allegations leveled at the former loan officer,
there is no evidence that the misconduct alleged in the
complaint was systemic at PMCC Financial. Rather, the findings
support the conclusion that the alleged misconduct was an
isolated occurrence, not an institutional practice. The
available evidence did not permit Dorsey & Whitney to reach a
definitive conclusion concerning the charges pending against Mr.
Friedman. The investigation, comprised of interviews with PMCC
employees and an extensive review of mortgage loan files,
revealed no independent evidence tending to support the
allegations against Mr. Friedman contained in the criminal
complaint.
Stock Suspension.
Prior to February 18, 1998, the date of PMCC Financial's
initial public offering of its common stock ("Common Stock"),
there was no public market for its stock. PMCC Financial's
Common Stock is listed on the American Stock Exchange ("AMEX")
under the symbol "PFC". On December 22, 1999, following PMCC
Financial's announcement concerning the Investigation as
described above, the AMEX suspended trading in the Common Stock.
The AMEX began reviewing the listing eligibility of the Common
Stock. Among the issues on which the AMEX review has focused is
whether PMCC Financial's management has engaged in operations
which in the opinion of the AMEX are contrary to the public
interest, as well as PMCC Financial's financial condition and
ability to continue to originate and sell loans. PMCC Financial
has furnished requested information to the AMEX and, in
connection with the AMEX review process, PMCC Financial and its
counsel have met with the AMEX staff on numerous occasions since
March 2000 to present information in support of continued
listing. At this time, the AMEX is waiting for the U.S.
Attorney to decide to prosecute or not prosecute PMCC in order
to proceed with its review to lift the trading suspension.
While PMCC Financial believes that it has not committed any
wrongdoing, it continues to cooperate fully with the U.S.
Attorney's Office and HUD. However, it cannot predict the
duration of the Investigation or its potential outcome.
Although PMCC Financial does not anticipate being charged in
connection with this investigation, in the event that PMCC
Financial was charged, it intends to vigorously defend its
position.
Although PMCC Financial believes that it meets the AMEX
listing criteria, there can be no assurance that the trading
suspension will be lifted or that the Common Stock will not be
removed from listing.
Exchange Procedure.
Exchange Procedure.
The share exchange will be effected by exchanging all of the
issued and outstanding shares of common stock of the Company for
shares of common stock of PMCC Financial. When the exchange is
complete, each outstanding share of common stock of the Company
will be automatically exchanged based on the following exchange
rate: PMCC Financial's common stock will be valued at $1.75 per
share and the Company's common stock will be valued at the 10
day average of the closing bid prices prior to the closing of
the transaction plus 10%. For example, if this 10 day average
for the Company's common stock is $0.25, plus the 10% ($0.025),
then 6.36 shares of the Company's common stock would be
exchanged for each share of common stock of PMCC Financial. All
fractional shares shall be rounded up or down to the whole
share. It will not be necessary for shareholders of the Company
to exchange their existing stock certificates for certificates
of PMCC Financial. Certificates for shares of the Company's
common stock will automatically represent the number of shares
of PMCC Financial common stock when the exchange is completed.
If shareholders desire to sell some or all of their shares after
the exchange is completed, delivery of the stock certificate or
certificates that previously represented the Company shares will
be sufficient. Following the exchange, certificates bearing the
name of PMCC Financial will be issued in the normal course upon
surrender of outstanding Company certificates for transfer or
exchange. If shareholders surrender a certificate representing
Company shares for exchange or transfer and new certificates are
to be issued in a name other than that appearing on the
surrendered certificate, the surrendered certificate must be
accompanied by (1) all documents required to evidence and effect
the transfer and (2) evidence that any applicable stock transfer
taxes have been paid.
Conditions to Consummation of the Exchange.
The exchange will not be completed unless, among other things,
the following conditions are satisfied or, if allowed by law,
waived: The exchange is approved by the requisite vote of
shareholders of the Company and PMCC Financial; none of the
parties to the exchange agreement is subject to any decree,
order or injunction that prohibits the consummation of the
exchange; and the PMCC Financial shares to be issued pursuant to
the exchange, as well as all other issued and outstanding common
stock of PMCC Financial, are authorized for listing on a listed
securities exchange.
Amendment or Termination.
The exchange agreement may be amended, modified or supplemented
at any time before or after its adoption by the shareholders of
the Company and PMCC Financial. However, after adoption, no
amendment, modification or supplement may be made or effected
that requires further approval by the companies' shareholders
without obtaining that approval. The Board of Directors of the
companies may terminate the exchange agreement and abandon the
exchange at any time before its effectiveness.
Effective Time.
The Company anticipates that the exchange will become effective
promptly following the Annual Meeting. The exchange, if
approved by the companies' and not terminated by their Boards of
Directors, will become effective upon the filing of Articles of
Exchange with the Nevada Secretary of State, unless a later
effective time is specified in this filing.
Required Vote.
The exchange requires the affirmative vote of the holders of a
majority of the outstanding common stock of the Company and PMCC
Financial.
Recommendation of the Board of Directors.
A vote FOR the approval of the exchange will constitute approval
and adoption of the exchange agreement relating to the
exchanger, approval of the exchange of common stock of the
Company for common stock of PMCC Financial, and approval of all
other aspects of the proposed exchange. The Board of Directors
recommends a vote FOR this proposal.
Material Federal Income Tax Consequences.
United States federal income tax consequences of the exchange
include the following: Shareholders will not, under Section 354
of the Internal Revenue Code, recognize gain or loss when they
receive shares of PMCC Financial common stock in exchange for
shares of the Company common stock in the exchange based on the
determination by the parties to the transaction that $1.75 per
share for PMCC Financial stock is the principal amount of PMCC
Financial's stock, and 10 day average for the Company's common
stock, plus 10%, is the principal amount of the Company's stock;
a stockholder's aggregate basis of the shares in PMCC Financial
common stock received in the exchange will be the same as the
aggregate basis of the shares of the Company common stock
surrendered in exchange for those shares; a stockholder's
holding period in the shares of PMCC Financial common stock
received in the exchange will include the holding period of the
shares of the Company common stock surrendered in exchange for
those shares, provided that such stockholder holds those shares
of PMCC Financial common stock as capital assets when the
exchange occurs; and no gain or loss will be recognized by PMCC
Financial or the Company as a result of the exchange.
The Company believes that the foregoing addresses the material
United States federal income tax consequences of the exchange
to shareholders. The discussion is based upon the Internal
Revenue Code of 1986, as amended, applicable Treasury
Regulations, judicial decisions and current administrative
rulings, all of which are subject to change with retroactive
effect. In addition, this discussion is conditioned upon the
accuracy of certain factual matters as to which the Company has
represented as and believes are true. However, this discussion
is not binding on the Internal Revenue Service or the courts so
the Company cannot assure shareholders that the federal income
tax consequences of the exchange that are described above will
be available to shareholders or the Company. Because the tax
consequences to shareholders of the exchange may be affected by
their particular circumstances and by the applicability to them
of one or more special rules like those which apply to dealers
in securities, foreign persons, mutual funds, insurance
companies and persons who do not hold their shares as capital
assets, the Company urges shareholders to consult their own tax
advisor concerning the effect of the exchange upon them,
including the effect of any state, local or other tax to which
they may be subject.
Comparative Rights of Shareholders.
When the exchange is completed, the rights of shareholders will
be governed by PMCC Financial's certificate of incorporation and
bylaws and the Delaware General Corporation Law ("DGCL").
Shareholders should consider the following comparison of the
DGCL and PMCC Financial's articles of incorporation and bylaws,
on the one hand, and the Nevada Revised Statutes ("NRS") and the
Company's existing articles of incorporation and bylaws, on the
other. This comparison is not intended to be complete and is
qualified in its entirety by reference to the NRS and the
Company's articles of incorporation and bylaws and the DGCL and
PMCC Financial's articles of incorporation and bylaws. The
Company's articles of incorporation and its bylaws are available
for inspection and copying upon request by any shareholder.
PMCC Financial's existing articles of incorporation and bylaws
are also available for inspection and copying upon request by
any shareholder.
The NRS provides that any merger, consolidation or share
exchange of a Nevada corporation, as well as the sale, lease,
exchange or disposal of all or substantially all of its assets
not in the ordinary course of business, generally must be
recommended by the Board of Directors and approved by a vote of
a majority of the outstanding shares of stock of the corporation
entitled to vote on such matters, unless the articles of
incorporation provides otherwise. The DGCL contains similar
provisions.
Under both the NRS and DGCL, a shareholder of a corporation
participating in an exchange may receive cash in the amount of
the fair market value of his shares, as determined by a court,
in lieu of the consideration he would otherwise receive in the
exchange, unless the transaction falls within a specified
exception. Neither the NRS nor DGCL requires that dissenters'
rights of appraisal be afforded to shareholders with respect to:
A merger or exchange by a corporation if its shares are either
listed on a national securities exchange or designated as a
national market security on an interdealer quotation system by
the National Association of Securities Dealers, Inc. or held by
at least 2,000 shareholders, if the shareholders of the
corporation receive only shares of the surviving corporation or
of a corporation so listed or widely held, unless certain other
conditions are met. A corporation's articles of incorporation
may provide that these exceptions to dissenters' rights of
appraisal do not apply to that corporation. Such exception to
dissenters' rights would not apply to the Company. The Company
has in its articles of incorporation provisions that to the
maximum extent permissible under the NRS, shareholders are
entitled to the statutory appraisal rights provided with respect
to any business combination involving the corporation and any
shareholder (or any affiliate or associate of any shareholder),
which requires the affirmative vote of the shareholders.
Under the NRS and DGCL, unless the articles of incorporation of
a corporation otherwise provides, amendments of its articles of
incorporation generally require the approval of the holders of a
majority of the outstanding stock entitled to vote on the
amendment, and if the amendment would increase or decrease the
number of authorized shares of any class or series or the par
value of shares of that class or series or would adversely
affect the rights, powers or preferences of that class or
series, a majority of the outstanding stock of that class or
series also would be required to approve the amendment.
Under the DGCL, directors can amend the bylaws of a corporation
only if the right to do so is expressly conferred upon the
directors in its articles of incorporation. In contract, under
NRS the directors are free to amend the bylaws.
Under the NRS and DGCL, a special meeting of shareholders can be
called by the corporation's board of directors or by any person
or persons as may be authorized by the corporation's articles of
incorporation or bylaws. Under The Company's bylaws 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. Under PMCC Financial's bylaws
the difference is that the special meeting may be called only by
a majority in interest of the shareholders or a majority of the
Board of Directors.
Both the NRS and the DGCL permit corporate action without a
meeting of shareholders upon the written consent of the holders
of that number of shares necessary to authorize the proposed
corporate action being taken, unless the certificate of
incorporation or bylaws expressly provide otherwise. If proposed
corporate action is taken without a meeting by less than the
unanimous written consent of shareholders, the DGCL requires
that prompt notice of the taking of the action be sent to those
shareholders who have not consented in writing (the NRS does not
requires this). PMCC Financial's articles provide that
corporate action may not be effected by a consent in writing by
the shareholders The Company's bylaws provide that unless
otherwise provided by law (as set forth above), 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.
The bylaws of PMCC Financial provide that the number of
directors is to be not less then three nor more than ten as
shall be fixed from time to time by the Board of Directors; the
Company's bylaws specify not less than one director. As of the
date of this proxy statement, the board of directors of the
Company consisted of two persons. Under the Company's bylaws,
the directors are to serve until the next annual meeting of the
shareholders; PMCC's bylaws provide that the directors are
divided into three classes, being elected to one, two, or three
year terms.
No holder of the Company common stock or PMCC Financial common
stock has the right to vote cumulatively in the election of
directors.
Under the DGCL, any director or the entire board of directors
may be removed, with or without cause, by the holders of a
majority of the shares entitled to vote in an election of
directors unless provided otherwise by the corporation's
articles of incorporation. Under the NRS, any director may be
removed by the vote of shareholders representing not less than
two-thirds of the voting power entitled to vote. The bylaws of
PMCC Financial follow provide that directors can be removed only
for cause and only upon a vote of not less than a two-thirds of
shares; the Company's bylaws are silent on the removal of
directors, therefore the NRS would control. Under both the
Company and PMCC Financial bylaws, newly created directorships
resulting from any increase in the number of directors or any
vacancies on the board of directors may be filled by the
affirmative vote of a majority of the directors then in office.
In addition, both bylaws provide that the directors elected to
fill vacancies on the board of directors will hold office until
the annual meeting of the shareholders.
The NRS and DGCL both have provisions and limitations regarding
directors' liability. The NRS and DGCL permit a corporation to
include in its articles of incorporation a provision that
eliminates or limits the personal liability of a director to the
corporation or its shareholders for monetary damages for breach
of fiduciary duties as a director. However, under DGCL this
provision may not eliminate or limit the liability of a
director: (1) for any breach of the director's duty of loyalty
to the corporation or its shareholders; (2) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (3) for declaration of
unlawful dividends or illegal redemptions or stock repurchases;
or (4) for any transaction from which the director derived an
improper personal benefit. Under the NRS, the limitation of
liability is for other than acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law.
The articles of incorporation of both the Company contain
provisions which follow NRS; neither the articles of
incorporation or bylaws of PMCC Financial contain provision
regarding such limitation of liability. While these provisions
provide directors with protection from awards for monetary
damages for breaches of their duty of care, it does not
eliminate that duty. Accordingly, these provisions have no
effect on the availability of equitable remedies like an
injunction or rescission based on a director's breach of his
duty of care. These provisions apply to an officer only if
he/she is also a director and is acting in the capacity as a
director, and does not apply to officers who are not directors.
Both the NRS and DGCL generally permit a corporation to
indemnify its directors and officers against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with a third-party action,
other than a derivative action, and against expenses actually
and reasonably incurred in the defense or settlement of a
derivative action, provided that there is a determination that
the individual acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation. That determination must be made, in the case of an
individual who is a director or officer at the time of the
determination: By a majority of the disinterested directors,
even though less than a quorum; by independent legal counsel,
regardless of whether a quorum of disinterested directors
exists; or by a majority vote of the shareholders, at a meeting
at which a quorum is present. Both NRS and DGCL require
indemnification of directors and officers for expenses relating
to a successful defense on the merits or otherwise of a
derivative or third-party action. Also, both NRS and DGCL
permit a corporation to advance expenses relating to the defense
of any proceeding to directors and officers contingent upon
those individuals' commitment to repay any advances unless it is
determined ultimately that those individuals are entitled to be
indemnified. Both the Company's and PMCC Financial's bylaws make
indemnification of directors and officers mandatory to the
fullest extent permitted by local laws. Both the Company's and
PMCC Financial's bylaws provide for the advancement of expenses
to defend claims; the Company's bylaws go further and establish
procedures for determining whether a director or officer is
entitled to indemnification and enforcing rights to
indemnification and advancement of expenses.
Both the NRS and DGCL permit corporations to purchase or redeem
their own shares of capital stock, except, under DGCL, when the
corporation is impaired or when such purchase or redemption
would cause any impairment of the capital of the corporation.
No holder of the Company common stock or PMCC Financial common
stock has a preemptive right to subscribe to any or all
additional issues of the stock of the Company or PMCC Financial,
respectively.
Under both the NRS and DGCL, any stockholder with a proper
purpose may inspect and copy the books, records and stockholder
lists of the corporation.
Effect of Exchange.
The effect of the exchange will be that all of the issued
and outstanding the Company will be owned by PMCC Financial and
the existing shareholders of the Company will become
shareholders of the Company.
MISCELLANEOUS
The principal accountant for the current fiscal year and for the
most recently completed fiscal year of the Company is not
expected to be present at the Annual Meeting of the Company.
However, shareholders may submit questions of an accounting
nature to the Company in writing at the meeting and they will be
subsequently responded to.
There are no individuals, including officers or directors of the
Company, who have an interest in the exchange of shares of
common stock of the Company with PMCC Financial that is
different than, or contrary to, the interest of other
shareholders.
OTHER BUSINESS
As of the date of this proxy statement, the Company knows
of no business that will be presented for consideration at the
Annual Meeting other than the items referred to above. If any
other matter is properly brought before the meeting for action
by the shareholders, proxies in the enclosed forms returned to
the company will be voted in accordance with the recommendation
of the Board of Directors or, in the absence of such a
recommendation, in accordance with the judgment of the proxy
holder.
The information incorporated by reference to this Proxy
Statement is the Form 10-K for the fiscal year ended June 30,
1999 and the latest Form 10-Q for the quarter ended March 31,
2000.
By order of the Board of Directors
/s/ Albert R. Reda
Albert R. Reda
Corporate Secretary
August 28, 2000
P R O X Y
INTERNET BUSINESS'S INTERNATIONAL, INC.
Annual Meeting of Shareholders To Be Held September 27, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Albert R. Reda and Louis Cherry,
or either of them, as proxies of the undersigned, with full
power of substitution, and hereby authorizes them to represent
and to vote at the Annual Meeting of Shareholders of Internet
Business's International (sometimes hereinafter referred to as
the "Company") to be held on Wednesday, September 27, 2000, as
designated below, all of the common stock of Internet Business's
International, Inc. held of record by the undersigned on July
31, 2000, at the executive offices of the Company, located at
4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada 89119,
for matters that properly may come before the meeting or any
adjournment thereof.
1. ELECTION OF DIRECTORS (circle one):
FOR WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below
Louis Cherry Albert R. Reda Wade Whitley
2. TO APPROVE THE SELECTION OF HENRY SCHIFFER, C.P.A., A P.C.
AS THE COMPANY'S INDEPENDENT ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR (circle one).
FOR AGAINST ABSTAIN
3. TO APPROVE A SHARE EXCHANGE BETWEEN THE COMPANY AND PMCC
FINANCIAL CORP. WHEREBY THE COMPANY WOULD BECOME A WHOLLY OWNED
SUBSIDIARY OF THAT FIRM (circle one).
FOR AGAINST ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS
GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH
ABOVE. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders of Internet Business's
International, Inc. to be held on September 27, 2000, the Proxy
Statement of such meeting, the Form 10-K for the fiscal year
ended June 30, 1999, and the latest Form 10-Q for the quarter
ended March 31, 2000..
Dated: ______________, 2000
____________________________________________________
(Signature of Shareholder)
Note: Please sign exactly as name appears on stock certificate
(as indicated on reverse side). All joint owners should sign.
When signing as personal representative, executor,
administrator, attorney, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporation
name by President or other authorized person. If a partnership,
please sign in partnership name by a partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
