UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3, 1997
(September 17, 1997)
Date of this Amendment No. 1: January 16, 1998
INTERBET, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-55254-43 87-0485308
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
1777 Botelho Drive, Suite 110
Walnut Creek, California 94596
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 296 2424
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Item 1. Changes in Control of Registrant
See item 5. below.
Item 5. Other Events
As an entity founded in 1996 upon the advice and recommendation of Diablo
Associates, Inc., a Nevada corporation ("Diablo Associates") whose management is
composed of Burton Vishno and which employs Stanley T. Deck, Sr., Edward Durant
and Walter Zink as consultants, (who are also employed by the Registrant as
consultants) in participation with and to be funded, in part, from the proceeds
from the sale of debentures by the "Silicon Valley IPO Network", Interbet has
been named as a subject of a formal investigation being conducted by the U.S.
Securities and Exchange Commission for the purpose of determining whether the
Registrant or other affiliates of Diablo Associates or the Silicon Valley IPO
Network have violated provisions of the federal securities laws.
In mid September, Interbet's then apparent board of directors, including
Interbet's then apparent President, Mark Popp, announced their intention to
issue 15,000,000 shares of the Registrant's common stock to themselves,
apparently without paying consideration, in what appeared to be a means of
assuring they would hold a majority of the Registrant's issued and outstanding
common stock and thereby would control the Registrant through stock ownership
and benefit as stockholders from future success of the Registrant's business. To
prevent this issuance of common stock and to assure the then existing stock
ownership retained majority ownership and control, Diablo Associates arranged on
September 17, 1997 through written action based on purported proxies naming
Stanley T. Deck, Sr. as proxy holder, which proxies appeared to be valid on
their face, from the then existing
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holders of a majority of the Registrant's issued and outstanding common stock
for the removal of the then existing board of directors and executive officers
and their replacement by the election of Stanley Deck, Jr., as director and
president, Michael Vishno, as director, chief financial officer and secretary,
and Tout Chim Saechao (Vishno), Mr. Vishno's wife, as director. Mrs. Saechao
declined to accept election as a director upon learning of her election on
December 16, 1997. At the date of this amendment there is reason to question the
validity of the proxies held by Mr. Deck, Sr.; but, the directors believe the
numerous irregularities in corporate governance which appear to invalidate the
election of all directors of the original Interbet, Inc. subsequent to the
designation of original director in the Articles of Incorporation, the election
of all directors of the Registrant following its merger with the original
Interbet, Inc., the transactions entered into by the original Interbet, Inc.
with the Registrant and transactions by the Registrant following its merger with
the original Interbet, Inc. have been corrected by ratification with the
resulting in Messrs. Deck, Jr. and Vishno being at the date of this amendment
duly elected and serving as the directors of the Registrant.
In connection with the ouster of Mr. Popp and his management group, the
Registrant has been deprived of all of its fixed assets. The Registrant filed a
police report complaining that Mr. Popp and others have stolen the fixed assets,
but the Registrant believes it is unlikely any such assets can be recovered.
Messrs. Deck, Jr. and Vishno accepted election as directors and officers of the
Registrant on an interim basis until qualified directors and management could be
recruited for the Registrant by Diablo Associates. During the period Messrs.
Deck, Jr. and Vishno have served and continue to serve as directors and officers
of the Registrant, Diablo Associates is providing office space for the
Registrant and is conducting and providing the personnel for the day-to-day
business of the Registrant, which includes accounting, marketing, business
development, recruitment, mergers and acquisitions. The directors are
significantly dependent upon the advice and direction of Diablo Associates in
considering matters which are appropriate for approval by the board of
directors. Diablo Associates is deemed to be an affiliate and controlling person
of the Registrant, as those terms are defined for purposes of the federal
securities laws.
Information about three consultants to Diablo Associates and to the Registrant
is as follows: In 1983 Edward Durante, who provides general management services,
planning, direction and product development for the Registrant was barred for an
indeterminate period by the National Association of Securities Dealers, Inc.
from association with members of the Association, in 1975 Mr. Durante was
convicted of grand larceny; and of violation of Section 487.1 of the California
Penal Code for forgery in 1990. In July 1997, a complaint was filed against Mr.
Durant in connection with a program to sell vending machines, he is the subject
of a cease and desist order alleging vending machine fraud and he is the subject
to a ten year consent decree barring him from selling business opportunities. .
Burton Vishno, who provides general management services, planning, direction,
product development, recruitment and public relations services, was convicted of
wire fraud in 1983 and in 1987 signed a consent decree in an action brought by
the U.S. Securites and Exchange Commission permanently barring him from the
securities industry as a result of alleged dissemination of false and misleading
information. In July 1997, a complaint was filed against Walter Zink in
connection with a program to sell vending machines and he is the subject to a
ten year consent decree barring him from selling business opportunities. The
information about Messrs. Durante, Vishno and Zink has been provided by them.
The Registrant has not otherwise verified the accuracy or completeness of the
information.
The Registrant has temporarily suspended its efforts to develop a contractual
relationship with a Native American tribe for providing class II games of
chance, principally bingo and others similar games, on the internet, until after
the Registrant is acquired by a corporation which is independent of Diablo
Associates. There is no assurance such an acquisition can be arranged.
The Registrant has entered into a contract with Random Games, Inc.
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of Morrisville, North Carolina for the development of class II games of chance
which can be played for prizes on the internet under the auspices of the
National Indian Gaming Act and for production of the related "back room"
functions of administration, data processing and accounting which are viewed as
essential for successful operation of class II and III games of chance on the
internet.
The Interbet web site was created and launched on the world wide web October 1,
and the beta testing of the new bingo game began on the site December 1, 1997.
During the beta testing period the game can be played for entertainment purposes
only.
The Registrant, through Diablo Associates, is actively searching for a corporate
partner or merger candidate to immediately take over the entire control,
operation and management of the Registrant. It is anticipated that this can be
accomplished within ninety days.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERBET, INC.
(Registrant)
Dated: January 16, 1998
By: /s/ S.T. Deck, Jr.
Stanley Deck, Jr.
President and Chief Executive Officer
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