U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(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, 2001
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: 0-20259
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Exact name of Company as specified in its charter)
Nevada 33-0845463
(State or jurisdiction of incorporation ( I.R.S. Employer
or organization) Identification No.)
4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Company's telephone number: (702) 968-0008
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
stock, $.001 par value
Indicate by check mark whether the Company (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 Company 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, 2001, the Company had 282,736,029 shares of
common stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001 AND JUNE 30, 2001 3
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 26
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 26
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 26
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 27
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 27
ITEM 5. OTHER INFORMATION 27
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 27
SIGNATURE 28
PART I.
ITEM 1. FINANCIAL STATEMENTS.
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited-Restated)
September 30 June 30
2001 2001
Assets
Cash and cash equivalents $ 243,893 $ 258,019
Accounts receivable, net 221,555 200,968
Inventories 258,700 166,307
Mortgage notes held for sale 5,914,171 6,929,724
Prepaid expenses and other 99,073 106,092
Total current assets 6,737,972 7,661,110
Property and equipment, net 2,010,806 1,869,761
Intangible assets, net 2,434,408 2,543,697
$ 11,182,606 $12,074,588
Liabilities and Stockholders' Equity
Accounts payable $ 573,062 $ 559,292
Accrued liabilities 114,964 40,963
Revolving line of credit 5,214,595 6,230,678
Current portion of long-term debt 10,205 14,048
Deferred revenues 38,444 56,966
Other current liabilities 0 0
Total current liabilities 5,951,270 6,901,947
Long-term debt 323,520 1,168,453
Stockholders' equity:
Preferred stock, par value $100.00 per share;
1,000,000 shares Authorized: There are no issued
and outstanding. as of this date. 0 0
Common stock, par value $0.01 per share;
349,000,000 shares authorized; 282,736,029 shares
issued and outstanding at September 30, 2001 and
June 30, 2001 2,827,360 2,672,360
Additional paid-in capital 3,669,490 3,669,490
Accumulated deficit (1,589,034) (2,337,662)
Total stockholders' equity 4,907,816 4,001,188
Total liabilities and stockholders' equity $ 11,182,606 $12,074,588
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited-Restated)
Three Months Ended
September 30 September 30
2001 2000
Revenues $ 1,984,659 $ 1,082,212
Cost and expenses:
Cost of revenues 6,130 0
Selling, general and administration 1,618,814 2,086,911
Depreciation and amortization 243,697 242,159
Total costs and expenses 1,868,641 2,329,070
(Loss) income from operations 116,018 (1,246,858)
Other income (expense):
Other income or (expense) 9,156 308,412
Interest income 0 61,142
Other expenses 648 (4,241)
Total other income, net 8,508 365,313
Income (loss) before minority interest (881,545) 2,079
Minority interest in loss of subsidiaries 0 (19,658)
Net (loss) income 124,526 (861,887)
Net loss (income) per common share Nil Nil
Weighted average number of common shares
Outstanding 277,569,362 189,571,337
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited-Restated)
Three Months Ended
September 30 September 30
2001 2000
Cash Flows From Operating Activities:
Net (loss) income $ 124,526 $ (861,887)
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation and amortization 243,697 242,159
Reserve for loss on notes receivable 79,960
Reserve for loss on mortgage loans receivable 100,000
Gain on sale of equity investment 0 (308,412)
Minority interest 0 (19,658)
Changes in operating assets and liabilities:
Accounts receivable (221,555) 51,133
Inventories (258,700) 0
Mortgage loans receivable net (779,536) 595,677
Prepaid expenses and other 99,073 26,724
Accounts payable 573,062 65,125
Accrued liabilities 114,964 18,170
Deferred revenues 38,444 (18,061)
Other current liabilities (10,205) 0
Net cash (used in) provided by operating
Activities 103,730 (209,030)
Cash Flows From Investing Activities:
Purchases of property and equipment (141,045) (247,302)
Investment in intangible assets 109,289 0
Proceeds from sale of investment in company 0 420,562
Investments in companies' stock 0 (1,025,357)
Net cash used in investing activities (31,756) (852,097)
Cash Flows From Financing Activities:
Net repayments under revolving line of credits (101,660) (742,407)
Net repayment of long-term debt 0 115,424
Collection of notes receivable 0 133,309
Issuance of common stock 15,500 0
Net cash (used in) provided by financing
Activities (86,160) (493,674)
Net decrease in cash (14,186) (1,554,801)
Cash, beginning of period 258,019 1,661,963
Cash, end of period 243,833 107,162
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited-Restated)
1. Description of Business and Change in Control
Prior to December 31, 1997, Internet Business's International, Inc.
(the "Company or IBUI") was in the food product manufacturing business
formerly known as, International Food and Beverage, Inc. In November
1998, new stockholders bought majority control from the previous Chief
Executive Officer through a private transaction. Immediately
thereafter, the former CEO resigned and the new stockholders assumed
the executive management positions. In December 31, 1998, after new
management was in place, a decision was made to change the Company's
principal line of business from a manufacturing business to a high
technology company. In connection with the change in business, the
Company changed its name from International Food & Beverage, Inc. to
Internet Business's International, Inc., and reincorporated the
Company on December 8, 1998 in the state of Nevada. The Company, after
January 1, 1999 began plans to offer Internet based e-commerce
services. In April of 1999, the Company announce its first e-commerce
site and was engaged in the development, operation and marketing of a
number of commercial activities. The Company currently owns and
operates four reporting segments made up of subsidiaries and or
divisions. The four divisions are as follows: Lending on Line (which
includes real estate loans and equipment leasing), Internet Service
Provider (which includes a national Internet access dial-up service,
wireless high speed Internet access in Las Vegas, Nevada and Woodland,
California, and Internet web design and hosting), E-commerce (which
includes auction sites, B2C and B2B Internet transaction, and reverse
auction sites for Europe and the United States), Direct Marketing
(which includes the direct marketing of long distance phone services,
computers with Internet access, wireless high speed Internet access
and bandwidth), and Internet web design hosting). The Company has 6
offices in the US and 1 in Europe and more than 40 employees.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. Significant intercompany
balances and transactions are eliminated in consolidation. Affiliated
companies in which the Company does not have a controlling interest
are accounted for using the equity method.
The Company's consolidated financial statements include Global GPP
Corp., an 80% owned subsidiary, which operated from March 2000 to
March 2001, when it ceased operations. The financial information of
Global is included in the E Commerce section of the Company's
financial statements, along with the Company's other E Commerce activities.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Significant
estimates include allowances, doubtful accounts, notes receivable, and
for mortgage loans receivable. Actual results could differ from those
estimates.
Change in Revenue Recognition
Prior to July 1, 2001 the revenue for the Mortgage Division was booked
as follows: the mortgage loan amount funded by the Company was booked as
revenue on the date of funding. After that date, the net proceeds received from
the sale of the mortgage loans were booked as revenue upon receipt of those
funds by the Company. This has a significant impact on the revenue for the
Company, but does not impact the net income (loss) for the Company.
This financial statement has revised figures for June 30, 2001 and
Septmeber 30, 2000 which incorporates the changes of revenue
recognition for the Mortgage Division.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year classification.
Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments with
an original maturity date of three months or less to be cash equivalents.
Mortgage Loans Held for Sale
Loans held for sale include originated mortgage loans intended for
sale in the secondary market. Loans held for sale are recorded at the
lower of aggregate cost or fair value.
Interest Accrual
Accrued interest ceases upon sale of the Mortgage Loan.
Allowance for Loan Losses
The allowance for loan losses represents management's estimate.
SFAS 134 requires mortgage banking enterprises to classify securities
as held-to-maturity, trading, or available-for-sale, depending on the
entity's intent and ability to hold the securities. If the mortgage
banking enterprise commits to sell a mortgage-backed security before
or during the securitization process, the entity must classify the
security as trading.
Property and Equipment
Property and equipment is stated at cost and depreciated using the
straight-line method over the estimated useful life of the assets,
which is generally three to five years for computers and computer
related equipment and five to seven years for other non-computer
furniture and equipment. Leasehold improvements are amortized using
the straight-line method over the shorter of their estimated useful
lives or the term of the lease, ranging from one to ten years.
Intangible Assets
Intangible assets consist primarily of acquired customer bases, long-
term marketing agreements, goodwill, and other items. Customer bases
acquired directly are valued at cost, which approximates fair value at
the time of purchase. When material intangible assets, such as
customer bases and goodwill are acquired in conjunction with the
purchase of a company, IBUI undertakes a study by an independent third
party to determine the allocation of the total purchase price to the
various assets acquired and the liabilities assumed. The costs
assigned to intangible assets are being amortized on a straight-line
basis over the estimated useful lives of the assets, which is 36
months for substantially all remaining intangible assets as of June
30, 2001. Goodwill and other intangible assets are periodically
reviewed for impairment to ensure they are appropriately valued.
Conditions that may indicate an impairment issue exists include an
economic downturn, changes in the churn rate of subscribers or a
change in the assessment of future operation. In the event that a
condition is identified that may indicate an impairment issues exists,
an assessment is performed using a variety of methodologies, including
cash flow analysis, estimates of sales proceeds and independent
appraisals.
Additional Paid In Capital
As of the end of March 2000, the Company issued an additional
7,000,000 shares of common stock in a private placement to a qualified
investor with net proceeds provided to the Company of $3,382,560.
From March 2000 through the end of this quarter ending March 31, 2002
there was no additional paid in capital.
Revenue Recognition
IBUI recognizes revenue when persuasive evidence of an arrangement
exists, delivery has occurred, the sales price is fixed or
determinable and collectibles is probable.
For ISP services, these criteria are met monthly as our service is
provided on a month-to-month basis and collection for the service is
generally made within 30 days of the service being provided.
Narrowband access revenues consist of monthly fees charged to
customers for dial-up Internet access. Narrowband access revenues
also include monthly service fees, any associated equipment revenues
for the Internet appliance and wireless access services provided as
part of the company's marketing initiative and equipment fees.
Broadband access revenues consist of fees charged for high-speed,
high-capacity access services including DSL, fixed wireless, and
dedicated circuit services, installation, termination fees and fees
for equipment. Web hosting revenues consist of fees earned by leasing
server space and providing web services to companies and individuals
wishing to present a web or e-commerce presence. Advertising, content
and electronic commerce revenues are recorded as earned.
For lending on line, revenue principally represents closed-loan fees
paid by Lenders that closed loans for consumers that originated
through our Websites, for example, net2loan.net. Closed-loan fees are
recognized at the time the lender reports the closed loan to us.
Additional revenue is derived from on line leasing, and is recognized
as the services are performed.
Revenue from direct marketing - Fees are earned from products and or
services sold are only recognized as revenue upon receipt of those funds.
Advertising Expense
All advertising costs are expensed when incurred.
Concentration of Credit Risk
The Company is subject to credit risk through trade receivables.
Monthly Internet access fees and web hosting are generally billed to
the customer's credit card, thus reducing the credit risk. The
Company routinely assesses the financial strength of significant
customers and this assessment, combined with the large number and
geographic diversity of its customers, limits the Company's
concentration of risk with respect to trade accounts receivable.
Income Taxes
The Company accounts for income taxes under the asset and liability
approach where deferred income tax assets and liabilities reflect the
future tax consequences, based on enacted tax laws, of the temporary
differences between financial and tax reporting at the balance sheet date.
Earnings per Share
Basic earnings per share are computed by dividing net income (loss) by
the weighted average of common shares outstanding for the period.
Diluted earnings per share are computed by adjusting the weighted
average number of shares outstanding during the period for all
potentially dilutive shares outstanding during the period.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS
133, Accounting for Derivative Investments and Hedging Activities.
SFAS 133 establishes a new model for accounting for derivatives and
hedging activities and supersedes several existing standards. SFAS
133, as amended by SFAS 137 and SFAS 138, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. The Company
does not expect that the adoption of SFAS 133 will have a material
impact on its financial statements.
3. Business Combinations
The Company's business combinations have been accounted for using the
purchase method, and, accordingly, the total purchase price of each
acquired company was allocated to the tangible assets and liabilities
and identifiable intangible assets based on their estimated fair
values as of the closing date of the acquisition. The excess purchase
price over the fair values is recorded as goodwill. Results of
operations for the acquired companies are included prospectively from
the date of acquisition.
In September 2001 the Company organized Guarantee Capital Group.
("Guarantee") which acquired the computer, furniture and processing
equipment from the new owner of Atlas Capital Corporation for $30,000.
In November 2001 Guarantee had exceeded the capacity of its mortgage
banking line. This prevented Guarantee from funding the balance of its
processed loans and in December 2001, 20 its 24 employees were laid
off. Guarantee has a new credit facility and is in the process of
rebuilding its staff, which should take place before the end of June
2002.
In September 2001 the Company organized a new marketing subsidiary,
1st2 Market Incorporated and ceased operating its predecessor
Allstates Communications Inc. The new subsidiary will only market the
Company's products whereas Allstates marketed cell phones for cellular
phone companies.
In March 2001 IBUI ceased to operate Global GPP Corporation and closed
its corresponding operation in Europe. The Company organized a new
corporation, which is a wholly owned subsidiary, Global Construction
Buying Group, whose main asset is the equipment acquired from Global
GPP Corporation.
In October 2000 IBUI signed an acquisition agreement with Auction-
Sales.Com. The Company invested $180,000 in Auction-Sales.Com and in
December 2000 rescinded the acquisition due to undisclosed debts. The
Company is currently suing for the return of the funds and believes
that if it prevails the debt could be collected.
In October 2000 IBUI acquired the auction web site operations of Sonic
Auction Company for a purchase price of approximately $5,000. With
this acquisition, the Company acquired a database and a functioning
web auction site. The Company issued 500,000 shares of restricted
common stock, to acquire Sonic Auction Company. This site ceased
operation in March of 2001.
During the quarter ended September 2000, the Company issued 4,113,871
shares of restricted common stock for services valued at $41,139.
In April 2000 IBUI acquired all the outstanding stock of Atlas Capital
Corporation, a mortgage-banking company, for 600,000 shares of
restricted common stock valued at $6,000. In connection with the
acquisition, the Company acquired assets of approximately $3,183,000
and assumed liabilities of approximately $3,179,000. The difference
was recorded as intangible assets related to acquisition of trade
names, websites, workforce-in-place and is being amortized over 5
years. In August 2001 the Company sold Atlas Capital Corporation with
its assets and liabilities.
In March 2000 the Company acquired the assets and assumed certain
liabilities of Internet 2xtreme, an Internet Service Provider based in
northern California. The total purchase price was $735,000, which
consisted of cash of $17,635 and 124,589 shares of restricted common
stock valued at $186,888. In connection with the acquisition, the
Company recorded intangible assets of approximately $666,000, which
consisted of approximately 4,800 customer accounts, website and
workforce-in-place, which are being amortized over 5 years.
In March 2000 the Company acquired 80% of the outstanding shares of
Global GPP Corporation for $500,000. Global GPP owns a business-to-
business website, equipment and its strategic agreements with IBM
Hungary to market business-to-business services in Eastern Europe.
In February 2000 the Company acquired the assets and assumed certain
liabilities of Direct Communications, Inc., a wireless communications
company. In addition to assuming certain liabilities, the Company
paid cash of $80,000 and issued 30,000 shares of restricted common
stock valued at $300. Intangible assets purchased totaled $265,000,
consisting of customer lists, website and workforce-in-place and is
being amortized over 5 years. These assets and liabilities were
transferred to the newly formed and wholly owned subsidiary of the
Company, Allstates Communications Inc.
In December 1999 the Company entered into a service agreement to
market its services on the Internet for 6,000,000 shares of common
stock valued at $60,000.
In November 1999 the Company acquired an E Commerce website Optical
Brigade, an on-line sunglass distribution website, for 5,050,000
shares of restricted common stock valued at $50,500.
In August 1999 the Company acquired the website Net 2 Loan, an on-line
loan processing website for 400,000 shares of restricted common stock
valued at $4,000.
In July 1999 the Company acquired MBM Capital Group for $72,000 and
112,667 shares of restricted common stock valued at $1,127. MBM was
sold during the fiscal year of acquisition for a $150,000 note. After
the sale MBM ceased operations and the Company considers the note
valueless.
In June 1999, the Company acquired the assets of L.A. Internet, a
southern California-based Internet Service Provider, which included
customer accounts, trade name, websites, etc. for $545,000 in exchange
for a reduction of the Note Receivable from Iron Horse Holdings, Inc.
(see Preferred Stock, Note 8).
4. CERTAIN FINANCIAL STATEMENT INFORMATION
September 30 June 30
2001 2001
Accounts receivable:
Accounts receivable $ 323,375 $ 396,977
Less: allowance for doubtful accounts 68,675 (196,009)
Accounts receivable, net 258,700 200,968
Mortgage loans held for sale:
Mortgage loans held for sale 5,994,131 7,049,096
Less: allowance for loan losses 79,960 (119,372)
Mortgage loans held for sale, net 5,914,171 6,929,724
Property and equipment:
Office furniture and equipment 47,531 47,155
Machinery and computer equipment 2,490,071 2,239,781
Leasehold improvements 10,026 1,726
Less: accumulated depreciation (536,822) (418,881)
Property and equipment, net 2,010,806 1,869,781
Intangible assets:
Capitalized software costs, including
Websites 1,286,563 1,270,156
Subscriber member bases 1,302,118 1,302,118
Others, including customer lists, existing
technology, trade names 423,386 423,386
Less: accumulated amortization (577,659) (451,963)
Intangible assets, net 2,434,408 2,543,697
5. REVOLVING LINES OF CREDIT
The Company had a master mortgage loan warehousing agreement (credit
facility) with a lender that provided a maximum of $5,000,000 under
specified conditions to fund residential mortgages to customers. The
residential loans serve as collateral, and funds are advanced up to
98% of the unpaid principal amount of the qualified mortgage loan
granted to the customer. The credit facility bears interest at the
Prime Rate (9.5% at June 30, 2000) plus 1.0% for loans outstanding for
60 days or less. The interest rate increases to Prime Rate plus 4.0%
for loans outstanding between 60 and 120 days, and increases to Prime
Rate plus 6.0% for amounts outstanding over 120 days. At June 30,
2001 and 2000, amounts outstanding under the credit facility were $0
and $2,579,346, respectively. Subsequent to June 30, 2000, the credit
facility was amended to reduce the maximum available facility to
$3,500,000, and the Company did not renew the line when it came up for
renewal during the fiscal year ending June 30, 2001.
On February 1, 2000, the Company entered into a Master Repurchase
Agreement that provides the Company with a warehouse facility through
IMPAC Warehouse Lending Group ("IMPAC"). The IMPAC line provides the
Company with an open warehouse credit line (as set forth by IMPAC) for
the Company's mortgage originations only. Under the terms of the
agreement, the Company must repay the funded amount within 30 days of
the date the funds were disbursed with interest at the Prime Rate plus
1.0%. If the funds are not repaid within 30 days, the interest rate
increases to Prime Rate plus 3.0% until repaid, and IMPAC reserves the
right to sell the loan and any shortfall remains the liability of the
Company. The IMPAC line is secured by the mortgage loans funded with
the proceeds of such borrowings. The IMPAC line does not have a
stated expiration date but is terminable by either party upon written
notice. Amounts outstanding under the IMPAC line at June 30, 2001 and
2000 were $6,183,228 and $254,217, respectively.
On March of 2001, the Company entered into a Master Repurchase
Agreement that provides the Company with a warehouse facility through
Imperial Warehouse Lending Group ("Imperial"). The Imperial line
provides the Company with an open warehouse credit line (as set forth
by Imperial) for the Company's mortgage originations only. Under the
terms of the agreement, the Company must repay the funded amount
within 30 days of the date the funds were disbursed with interest at
the Prime Rate plus 1.0%. If the funds are not repaid within 30 days,
the interest rate increases to Prime Rate plus 3.0% until repaid, and
Imperial reserves the right to sell the loan and any shortfall remains
the liability of the Company. The Imperial line is secured by the
mortgage loans funded with the proceeds of such borrowings. The
Imperial line does not have a stated expiration date but is terminable
by either party upon written notice. Amounts outstanding under the
IMPAC line at June 30, 2001 and 2000 were $ 865,468 and $ 0, respectively.
In addition, the Company has a bank line of credit that provides for
maximum borrowings up to $125,000. The line of credit is personally
secured by certain officers of the Company, and currently bears
interest at 11.5% at June 30, 2000 and is due on August 31, 2000. The
outstanding balance against the line of credit as of June 30, 2001 and
2000 were $ 0 and $125,000, respectively. The Company paid off the
line of credit during the fiscal year ending June 30, 2001, because it
was no longer required.
All credit facilities and bank line of credit require the Company to
maintain certain financial ratios and adhere to specific non-financial
requirements. At September 30, 2001, the Company was in compliance
with the various covenants contained in the above agreements.
Amounts outstanding under the IMPAC line at September 30, 2001 and
June 30, 2001 were $5,994,131 and $7,049,096 respectively.
The effective interest rates per quarter for the credit lines listed
above were as follows, the interest charge is deducted from the sale
proceeds of the funded loans and is booked as a cost of revenue.
Quarter Prime Rate Impac Imperial* Number of Loans
Held over 30 Days
Sept. 30, 2001 6.00% 7.00% 7.00% 0
June 30, 2001 6.75% 7.75% 7.75% 0
March 31, 2001 8.0% 9.0% 9.0% 0
Dec. 31, 2000 9.50% 10.5% N/A 0
* Imperial line not in use after September 2001.
6. Long-Term Debt
Long-term debt at June 30, 2001 consists of the following:
Current Long-term Total
Portion
Note payable to secured by certain
Company assets, requiring monthly
payments of $6,494, including interest
at 12.25%, due May 5, 2007 $ 40,506 $ 283,014 $ 323,520
During the fiscal year certain real estate loans defaulted. The
Company's subsidiary is making payment to the lender that purchased
the defaulted loans. These payments are made at the note rate for each
loan. The Company has filed claims with the Company's E&O Insurance
carriers and until the claims are either denied or paid the company
lists these debts as long-term debt. These notes total $844,933.
Effective September 1, 2001 the Company sold the subsidiary Atlas
Capital and these liabilities are included in the sale.
7. Extraordinary Item
The California Code of Civil Procedure Section 337 states; "Within 4
years (four), an action [must be brought] upon any contract,
obligation or liability founded upon a written statement or written
contract." The debts of the Company's predecessor (see Note 1)
identified were greater then 4 years old and not enforceable. Legal
counsel Edgar Scheck reviewed the debts and issued an opinion letter
that the prior Company's debts were not collectible based upon this
Code Section 337. The Company then extinguished these debts and
recognized the amount of the debt as extraordinary income. SFAS 125
lists two circumstances under which a liability is not recognized
(which are listed below). The second circumstance states the GAAP
basis for which the Company extinguished the debt and recognized the
debt amount as extraordinary income in the fiscal year ended June 30, 1999.
Per SFAS 125, defeasance does not result in the extinguishments of a
liability. A liability is derecognized only if:
1. The creditor is paid and the debtor is relieved of the obligation.
2. The debtor is released legally either by the creditor or
judicially from being the primary obligor.
All gains and losses from extinguishments, if material in amount,
receive extraordinary item treatment.
8. STOCKHOLDERS' EQUITY
Authorized Shares
During November 2000, the board of directors of the Company amended
the articles of incorporation to increase the number of authorized
shares of common stock to 349,000,000 shares.
Stock Issuance
At September 30, 2001 there were a total of 282,736,029 common shares
issued and outstanding of which 94,582,267 were restricted.
Stock Issuance for services;
During the quarter ended September 30, 2001, the following shares were
issued: 15,500,000 as per employment contracts.
The Company had issued and outstanding 267,236,029 shares out by the
end of the fiscal year ending June 30, 2001.
During the fiscal year ended June 30, 2001 IBUI did not issue stock
for services.
During the fiscal year ended June 30, 2000 IBUI agreed to issue
approximately 30.4 million shares of restricted common stock for
development and advertising services over a period of twelve months.
Under the agreement, the shares were issued as certain milestones were
met, and the fair value of the shares was recorded as prepaid
advertising expense and amortized ratably over the term of the contract.
During the fiscal year ended June 30, 1999 IBUI issued approximately
11.2 million shares of restricted common stock to a consultant in lieu
of cash for services provided pursuant to a consulting agreement. The
fair value of the shares was recorded as prepaid professional services
and amortized ratably over the term of the contract.
The Company complies with the provisions of Emerging Issues Task Force
("EITF") Issue No. 96-18, Accounting for Equity Instruments Issued to
Other Than Employees for Acquiring, or in Conjunction with, Selling
Goods or Services ("EITF 96-18"), with respect to stock issuances to
such non-employees, whereby the value of the services was determined
as a reliable measurement of fair value.
Stock Issuance for acquisitions see Note 3. Business Combinations.
Preferred Stock
On December 15, 1998, the Company entered into an agreement with Iron
Horse Holdings, Inc. ("IHHI"), a privately held company in which
officers or family members of the officers of the Company have
minority stock ownership, for IHHI to purchase 23,900 shares of the
Company's preferred stock with a par value of $100 per share, in
exchange for a promissory note receivable from IHHI in the amount of
$2,500,000. The difference between the par value of the shares and
the purchase price is treated as additional paid-in-capital. Shares
purchased under the agreement are to be issued to IHHI or its
designee. The promissory note receivable bears interest at 9% per
annum, and is secured by a blanket security agreement executed by IHHI
and perfected by filings as specified by law. Until such note is paid
in full, IHHI shall pay the 3% coupon on such shares as are issued
under the agreement directly to the shareholder(s) of record at the
time such payment is due. During the fiscal year ended June 30, 2001,
the Company received payment in full on the note executed by IHHI and
IHHI converted the preferred into common stock. There are no preferred
shares issued and or outstanding as of June 30, 2001.
The Company acquired 100% of LA Internet, Inc. in June 1999 for
$525,000 from IHHI, which was credited towards the note that was owed
by IHHI to the Company.
During the fiscal year ended June 30, 2000 the Company received the
following payments on the note executed by IHHI,
Date Balance Payment Interest Paid Form of
payment
June 15, 1999 $240,000 Credit
June 15, 1999 $525,000 Credit - LA Internet
Total $765,000
Date Balance Payment Interest Paid Form of
payment
June 30, 1999 $1,735,000
Sept. 30, 1999 $1,464,754 $270,246 $39,037 Cash
Dec. 31, 2000 $1,194,508 $270,246 $32,957 Cash
March 31, 2000 $ 924,262 $270,246 $26,876 Cash
June 30, 2000 $ 654,009 $270,253 $20,796 Cash
Total $ 654,009 $1,080,991 $119,666
During the fiscal year ended June 30, 2001 the Company received the
following payments on the note executed by IHHI,
Date Balance Payment Interest Paid Form of
June 30, 2000 $ 654,009
Sept. 30, 2000 $ 490,509 $163,500 $14,715 Cash
Dec. 31, 2000 $ 327,009 $163,500 $11,036 Cash
March 31, 2001 $ 163,509 $163,500 $ 7,357 Cash
June 30, 2001 $ 0 $163,509 $ 3,679 Cash
Total $ 0 $654,009 $36,787
9. INCOME TAXES
The provision for income taxes for the first quarter ended September
30 and the year ended June 30, 2001 consist of the following (there
were no provisions for income taxes on the financial statements due
to the net loss carry forward from the previous years operations):
September 30 June 30
2001 2001
Current income tax expense:
Federal $ 42,339 $ 269,795
State 0 0
42,339 269,795
Deferred income tax expense:
Federal $ 0 $ 0
State 0 0
0 0
$ 0 $ 0
Amounts for deferred income tax assets and liabilities as follows:
Assets $ 42,339 $ 269,795
Valuation allowance (42,339) (269,795)
0 0
Liabilities 0 0
Net tax asset or liability $ 0 $ 0
Deferred income tax assets consist primarily of net operating loss
carry forwards. The Company has provided for a full valuation
allowance on the deferred income tax assets as the realization of such
benefits are uncertain. Such carry forwards expire beginning in 2004.
During the first quarter ended September 30, 2001 and the year ended
June 30, 1999, the Company excluded the forgiveness of debt income
from taxable income pursuant to Internal Revenue Code Section
108(A)(1)(B) and 108(B).
10. COMMITMENTS
The Company leases certain of its office facilities and certain
equipment under the terms of noncancellable operating leases, which
expire through May 2003. Lease payments under these agreements
totaled $ 176,095 and $138,276 for the years ended June 30, 2001 and 2000.
The future minimum rental commitments at June 30, 2001 under these
leases are as follows:
Year Ending June 30
June 30, 2002 133,632
June 30, 2003 80,503
$214,135
11. SEGMENT INFORMATION
In accordance with SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," management has determined that
there are four reportable segments based on the customers served by
each segment: Full service internet service provider (ISP), mortgage
banking business, and business-to-business ("B2B") provider and
business-to-consumer ("B2C") provider. Such determination was based on
the level at which executive management reviews the results of
operations in order to make decisions regarding performance assessment
and resource allocation.
Full service Internet service provider serves customers requiring
Internet access in the western United States through dial-up, and
high-speed wireless; web hosting and web design. Mortgage banking
business includes online mortgage loan origination, processing,
servicing and resales. Business-to-business provider primarily
provides reverse auction services to foreign companies wishing to
purchase materials and supplies in the United States. Business-to-
consumer provider primarily consists of cellular phone service
origination fees and sales.
Certain general expenses related to advertising and marketing,
information systems, finance and administrative groups are not
allocated to the operating segments and are included in "other" in the
reconciliation of operating income reported below. The accounting
policies of the segments are the same as those described in the
summary of significant accounting policies (see Note 2). Information
on reportable segments is as follows:
Three Months Ended
September 30 September30
2001 2000
Full-service ISP
Revenue $ 1,021,100 $ 792,572
Operating income $ 243,651 $ 160,474
Mortgage loan originations held for resale
Revenue $ 782,532 $ 109,354
Operating income $ 124,759 $ (515,734)
E Commerce (B-to-b/c)
Revenue $ 55,461 $ 0
Operating income $ 1,146 $ (99,789)
Marketing (B-to-b/c)
Revenue $ 9,264 $ 180,286
Operating income $ (190,871) $ (164,226)
Other
Revenue $ 116,302 $ 0
Unallocated expenses $ (54,159) $ (627,583)
Total
Revenue $ 1,984,659 $ 6,899,937
Operating income $ 124,526 $ (1,246,858)
12. OTHER EVENTS
a. PMCC
On August 2, 2000, the Company announced that it had entered into an
agreement to purchase 2,460,000 shares of common stock of PMCC
Financial Corp. ("PMCC"), a full-service mortgage banking company,
from PMCC's former chairman of the board, Ronald Friedman, and The
Ronald Friedman 1997 Grantor Retained Annuity Trust, which represents
66.36% of the 3,707,000 PMCC shares outstanding. The aggregate
purchase price of $3,198,000 was to be paid in cash to the seller by
the Company as follows: $700,000 at date of closing; $306,857 for each
of the seven installment payments to be paid on the 30th, 60th, 90th,
120th, 150th, 180th and 210th days following the close; $175,000 on each
of the 240th and 270th day after the date of the closing. Shares of
PMCC, a listed AMEX company, were not trading at the time of the
agreement. In the event that three months after closing, if PMCC's
shares were not actively trading on the AMEX or NASDQ exchanges and
the Company had not merged PMCC with the Company or any of the
Company's subsidiaries, the purchase price was to be reduced by the
amount of the final two $175,000 payments.
Also on July 28, 2000, in a separate transaction, the Company entered
into a stock purchase agreement with an unrelated individual whereby
the Company would sell up to 370,000 PMCC shares that the Company
either owned or would eventually own, for total consideration of
$1,387,500. Shares of PMCC stock sold by the Company would be
released to the buyer in proportion to payments received.
As of December 31, 2000, the Company received payments under the July
28, 2000 agreement of $559,812 and the Company released 149,283 shares
of PMCC stock that it owned. The gain on the sale of the PMCC stock
of $410,529 has been included in revenues for the period ended
December 31,2000.
The Company on March 2, 2001 filed an action against Ronald Friedman
and The Ronald Friedman 1997 Grantor Retained Annuity Trust in U.S.
District Court, in Orange County, California for rescission of the
purchase of the PMCC stock agreement and return of $1,006,857 paid by
the Company. On August 16, 2001 Ronald Friedman, Robert Friedman, and
The Ronald Friedman 1997 Grantor Retained Annuity Trust filed an
action against the Company for the balance of the price under the
contract in the amount of $2,191,143. This action was filed in the
U.S. District Court for the Southern District of New York. In February
2002 the New York case was transferred to California and consolidated
with the case filed by the Company in Orange County, Caalifornia. The
Company feels that it will prevail in these actions.
b. IBC
On August 11, 2000, the Company entered into an agreement to acquire
all of the outstanding shares of International Business Co., a
software developer that streamlines B2B e-commerce, in exchange for
2,000,000 shares of restricted Company shares to be held in escrow.
Between September 1, 2000 and March 1, 2001, the Company was able to
unilaterally cancel the contract if dissatisfied with the seller's
performance. The Company canceled the purchase during the cancellation
period agreed in the escrow.
c. Auction-Sales.Com, Inc.
On October 19, 2000, the Company entered into a Stock Purchase
Agreement with Auction-Sales.Com, Inc. a Delaware corporation and its
majority shareholder, Zahid Rafiq (collectively, "Seller"), for the
purchase by the Company of 96.62% of the outstanding and treasury
shares of common stock of Auction-Sales.Com, Inc., in exchange for
shares of common stock of the Company.
This acquisition was rescinded in December 2000. and the necessary
documents were filed with the SEC. The site was retained until the
funds invested by the Company are returned which management has very
low expectations of occurring.
13. OTHER AGREEMENTS
a. Washington State Hotel and Motel Association.
The agreement, entered into in the ordinary course of business,
with the Washington State Hotel and Motel Association, dated October
4, 2000, provides the use of the GGPP reverse auction site as a
platform for hotel association members purchasing products needed for
their different hotel properties. This method of purchasing allows
the suppliers of products the chance to sell products to the buyers in
competition with one another; the net effect is that the buyers would
select the supplier with the lowest per unit cost. This reduces the
cost of supplies and thereby should increase their potential of
profit. This agreement covers the modification of the GGPP website
for use by the Association, and does not involve any payment by the Company.
b. JWC Construction
The agreement, entered into in the ordinary course of business,
with the JWC Construction Company of Poland, dated March 9, 2001 will
enable companies to list their purchasing requirements on projects
using the reverse auction platform. This method of purchasing allows
the suppliers of products the chance to sell products to the buyers in
competition with one another; the net effect is that the buyers would
select the supplier with the lowest per unit cost. This reduces the
cost of supplies and thereby should increase the purchaser's potential
profit. This agreement covers the modification of the Construction
Buying Group website for use by the Construction industry, and does
not involve any payment by the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 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.
Current Operations
The Company currently operates four reporting divisions:
Corporate Headquarters
4634 S. Maryland Pky, Suite 107
Las Vegas, Nev. 89119
West Coast Headquarters
3900 Birch Street, Suite 103
Newport Beach, Ca. 92660
International Headquarters
3 Boicho Voivoda str., 1024 Sofia, Bulgaria
(1) Internet Service Provider (which includes a national dial-up
ISP; a wireless high speed ISP in Las Vegas, NV, Moreno Valley,
CA, and Woodland, CA; and Internet web design and hosting businesses.)
2X Inc, AKA LA Internet, Inc.
550 Carson Plaza Drive Suite 127
Carson. Ca. 90746
dba BeyonDSL
4634 S Maryland Pkwy, Suite 107, LV, NV 89119
725 Main St. Suite 12, Woodland, Ca. 95695
(2) Mortgage Loan On-line Lending (which includes real estate
loans and equipment leasing.)
Guarantee Capital Group, Corp.
18004 Sky Park Circle, Suite 170, Irvine, Ca. 92614
(3) Marketing (which includes the direct marketing of long
distance phone services, computers with Internet access, wireless
high speed Internet access and bandwidth.)
First 2 Market
4634 S Maryland Pkwy, Suite 107, LV, NV 89119
(4) E Commerce (which includes auction sites, B2C and B2B
eCommerce, and reverse auction sites for Europe and the United States),
Ace Optics
1077 Goodman Rd.,
Hornlake, Mississippi 38637
The Company employs over 40 people and has 7 offices, six in the US
and one in Europe
Results of Operations - Comparison of Quarter Ended September 30, 2001
to Quarter Ended September 30, 2000.
(a) Overall
Prior to this quarter, the Company recognized the gross loan
amount funded as revenue; effective July 1, 2001 the Company will only
recognize the net proceeds received from the sale of that loan when
that loan is sold. This change does not affect the net income (loss)
for the period and the net results can be compared to prior
periods. The revenue for the September 30, 2000 has been restated to
reflect the change in revenue recognition.
Revenues for the first quarter ended September 30, 2001 of
$1,984,659 increased approximately 183% when compared with revenues of
$1,082,212 in the prior year. The revenue restatement was due to the
change in revenue recognition for mortgage loan originations. The
interest rates for the mortgages loans since March of 2001 has
remained from the low 6% to high 7% range though the end of September
2001 and it is expected for the rates to remain in this range through
out the end of 2001.
Selling, general and administrative expenses for the first
quarter ending September 30 2001 of $1.618 million is a decrease 28%
of when compared to the same expenses of $2.086 million for the same
time period for the previous fiscal year 2000.
The resulting profit for the three-month period ended September
30, 2001 of $124,526 was a significant increase when compared to the
loss of $(861,887) reported for comparable quarter ended September 30,
2000.
(b) Comparison by Segment
Management has determined that there are four reportable segments
based on the customers served by each segment: Full service internet
service provider (ISP), mortgage banking business, and e-commerce
("B2BC") business-to-business and or to-consumer provider and
marketing ("B2B") business-to-business and ("B2C") business-to-
consumer. Such determination was based on the level at which executive
management reviews the results of operations in order to make
decisions regarding performance assessment and resource allocation.
Certain general expenses related to advertising and marketing,
information systems, finance and administrative groups are not
allocated to the operating segments and are included in "other" in the
reconciliation of operating income reported below. Information on
reportable segments is as follows:
Three Months Ended
September 30 September30
2001 2000
Full-service ISP
Revenue $ 1,021,100 $ 792,572
Operating income $ 243,651 $ 160,474
Mortgage loan originations held for resale
Revenue $ 782,532 $ 109,354
Operating income $ 124,759 $ (515,734)
E Commerce (B-to-b/c)
Revenue $ 55,461 $ 0
Operating income $ 1,146 $ (99,789)
Marketing (B-to-b/c)
Revenue $ 9,264 $ 180,286
Operating income $ (190,871) $ (164,226)
Other
Revenue $ 116,302 $ 0
Unallocated expenses $ (54,159) $ (627,583)
Total
Revenue $ 1,984,659 $ 1,082,212
Operating income $ 124,526 $ (1,246,858)
The results for the ISP service (see locations and services
listed in Current Operations) for the first quarter ended September
30, 2001 of $1,021,100 is an increase of 128% when compared to the
same period ended September 30, 2000 of $792,572. The increase is from
concentration on the high-speed Internet accesses and increase in web
sale activities. The profits of $243,651 for the three months ended
September 30, 2001 is a increase of 151.8 % for the same three-month
period of the previous fiscal year which reported profits of $160,474.
The improvement in the profit margins is due to the fact that the
profit margins are greater in the wireless Internet access then the
standard dial up access.
The results for the Mortgage division originations (see locations
and services listed in Current Operations) for the first quarter ended
September 30, 2001 of $782,532 is an increase of 717.4% when compared
to the same period ended September 30, 2000 of $109,354. The net
income of $124,759 for the three months ended September 30, 2001 is a
significant improvement over the same three-month period of the
previous fiscal year which reported a loss of $(515,734). The
increase in the revenue is from the improved marketing of the
Mortgage division. The profits were due in part to better management
and also selling the former Atlas Capital and the start a new mortgage
group named Guarantee Funding.
The results for the E Commerce division (see locations and
services listed in Current Operations) for the first quarter ended
September 30, 2001 of $55,461, which didn't report sales for the same
period, ended September 30, 2000 of zero revenue. The profits of
$1,146 for the three months ended September 30, 2001 is a significant
improvement over the same three-month period of the previous fiscal
year which reported a loss of $(99,789).
The results for the Marketing division (see locations and
services listed in Current Operations) for the first quarter ended
September 30, 2001 of $9,264 is and decrease of 194% when compared to
the same period ended September 30, 2000 of $180,286. The main reason
for the decrease is the decision to stop selling cell phones and began
marketing company products. The loss of $(190,871) for the three
months ended September 30, 2001 is an increase of 115.8 % for the same
three-month period of the previous fiscal year which reported a loss
of $(164,226). The increase in the losses was also due to the change
over in the marketing of products.
The results for Other Revenue (see locations and services listed
in Current Operations) are from a service charge that is generated
from the new marketing services that is provided by corporate to its
clients. The revenue of $116,302 for this period ended September 30,
2001 is not to be compared to the prior period ended September 30,
2000, which had no reportable revenue. The loss of $(54,159) for the
three months ended September 30, 2001 is a decrease of $(573,424) for
the same three-month period of the previous fiscal year which reported
a loss of $(627,583). The reduction in costs is from the reduction in
the corporate staff and overhead costs.
Liquidity and Capital Resources.
Net cash provided by the operations of the Company was $124,526
for the three months ended September 30, 2001 versus net cash provided
by operating activities of ($1,246,858) in the comparable prior year
period.
Capital Expenditures.
Other than as set forth below, no material capital expenditures
were made during the quarter ended September 30, 2001: (a) purchase
infrastructure equipment totaling $141,025.
Acquisitions
There were no acquisitions made during the quarter ended
September 30, 2001.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, 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."
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk generally represents the risk of loss that may result
from the potential change in the value of a financial instrument due
to fluctuations in interest rates. Market risk is inherent to both
derivative and non-derivative financial instruments, and accordingly,
the scope of the Company's market risk management includes all market
risk sensitive financial instruments.
The Company uses several tools and risk management strategies to
monitor and address interest rate risk. Such tools allow the Company
to monitor and evaluate its exposure to these risks and to manage the
risk profile of its residual interest portfolio in response to changes
in the market risk.
The Company measured the sensitivity of the current value of
cost of funds (Prime Rate plus 1.5%) to changes in the mortgage
interest rate (bond market plus 1.5%) that the Company charges on
funded loans, which is reflected with changes in interest rates. The
difference in the cost of funds versus the rate the Company funded the
mortgage loans could have benefited the company because the cost of
funds was less the mortgage interest rate, or the Company could lose
money if the cost of funds was more than the mortgage interest rate.
The following table summarizes the sensitivity analysis of change
in the fair value of the Company's cost of funds as compared to the
residual interest as of September 30, 2001 and June 30, 2001:
Change In Fair Value As of:
September 30 June 30
2001 2001
Prime Rate 6.000% 6.750%
Our Cost of Funds 1.500% 1.500%
Total 7.500% 8.250%
Bond Market 4.575% 5.331%
Consumer Cost of Funds 1.500% 1.500%
Total 6.075 6.831%
Net Impact Benefit (Loss) (1.425%) (1.419)%
PART II.
ITEM 1. LEGAL PROCEEDINGS.
Other than as set forth below, the Company is not a party to any
material pending legal proceedings other than ordinary routine
litigation incidental to the business and, to the best of its
knowledge, no such action by or against the Company has been threatened.
The Company on March 2, 2001 filed an action against Ronald Friedman
and The Ronald Friedman 1997 Grantor Retained Annuity Trust in Federal
Court, in Orange County, California for rescission of the purchase of
the PMCC stock agreement and return of $1,006,857 paid by the Company.
On August 16, 2001 Ronald Friedman, Robert Friedman, and The Ronald
Friedman 1997 Grantor Retained Annuity Trust filed an action against
the Company for the balance of the price under the contract in the
amount of $2,191,143. This action was filed in the U.S. District
Court for the Southern District of New York. In February 2002 the New
York case was transferred to California and consolidated with the case
filed by the Company in Orange County, CA. The Company feels that it
will prevail in these actions.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
The Company made the following issuances of unregistered
securities during the quarter ended September 30, 2001:
7,750,000 shares of restricted common stock were issued each to
Albert Reda and Louis Cherry as a bonus under each of their employment
agreements with the Company. No commissions or fees were paid in
connection with these issuances. All of the above sales were
undertaken pursuant to the limited offering exemption from
registration under the Securities Act of 1933 as provided under Rule
506 of Regulation D by the fact that:
- the sales were made to accredited investors as defined in Rule 502;
- the information specified in paragraph (b)2(ii)(B) and paragraph
(b)(2)(ii)(C) of this section was provided to each investor;
- the Company gave each purchaser the opportunity to ask questions
and receive answers concerning the terms and conditions of the
offering and to obtain any additional information which the
Company possessed or could acquire without unreasonable effort or
expense that is necessary to verify the accuracy of information
furnished;
- at a reasonable time prior to the sale of securities, the Company
advised the purchasers of the limitations on resale in the manner
contained in paragraph Rule 502(d)2 of this section;
- neither the Company nor any person acting on its behalf sold the
securities by any form of general solicitation or general
advertising; and
- the company exercised reasonable care to assure that the
purchasers of the securities are not underwriters within the
meaning of section 2(11) of the Securities Act of 1933 in
compliance with Rule 502(d).
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Reports on Form 8-K.
No reports on Form 8-K were filed during the first quarter of the
fiscal year covered by this Form 10-Q SB.
Exhibits.
Exhibits included or incorporated by reference herein 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 Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Internet Business's International, Inc.
Dated: May 28, 2002 By: /s/ Albert R. Reda
Albert R. Reda, Chief Executive Officer
EXHIBIT INDEX
Number Description
2.1 Agreement and Plan of Merger between the Company and
Internet Business's International, Inc., a Delaware
corporation, dated July 1, 1999 (incorporated by reference
to Exhibit 2 of the Form 8-K/A filed on November 22, 1999).
2.2 Agreement and Plan of Merger and Share Exchange among the
Company, Return Assured Incorporated, and IBUI Acquisition
Corporation, dated June 4, 2001 (incorporated by reference
to Exhibit 2.2 of the Form 10-K filed on October 1, 2001).
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 of the Form 10-Q filed on December 1, 1999).
3.2 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.2 of the Form 10-Q
filed on December 1, 1999).
3.3 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.3 of the Form 10-Q
filed on May 22, 2000).
3.4 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.4 of the Form 10-Q
filed on May 22, 2000).
3.5 Bylaws (incorporated by reference to Exhibit 3.3 of the Form
10-Q filed on December 1, 1999).
4.1 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated October 1, 1999 (incorporated by
reference to Exhibit 4.1 of the Form S-8 filed on October 8,
1999).
4.2 Consulting Agreement between the Company and Mark Crist,
dated October 5, 1999 (incorporated by reference to Exhibit
4.2 of the Form S-8 filed on October 8, 1999).
10.1 Purchase Agreement (LA Internet) between the Company and
Iron Horse Holdings, Incorporated, dated June 10, 1999
(incorporated by reference to Exhibit 10.2 of the Form 10-Q
filed on December 1, 1999).
10.2 Purchase Agreement between the Company and the Stockholders
of MBM Capital Group Inc., dated July 1, 1999 (incorporated
by reference to Exhibit 10.3 of the Form 10-Q filed on
December 1, 1999).
10.3 Acquisition Agreement (Net 2 Loan) between the Company and
Lifestyle Mortgage Partners, dated September 15, 1999
(incorporated by reference to Exhibit 10.4 of the Form 10-Q
filed on February 22, 2000).
10.4 Purchase Agreement (license) between the Company and
Stockholders of California Land & Home Sale, Inc., dated
October 1, 1999 (incorporated by reference to Exhibit 10.5
of the Form 10-Q filed on February 22, 2000).
10.5 Acquisition Agreement (Optical Brigade) between the Company
and Wade Whitley, dated November 1, 1999 (incorporated by
reference to Exhibit 10.6 of the Form 10-Q filed on February
22, 2000).
10.6 Employment Agreement between the Company and Al Reda, dated
January 1, 2000 (incorporated by reference to Exhibit 10.6
of the Form 10-K filed on October 1, 2001).
10.7 Employment Agreement between the Company and Louis Cherry,
dated January 1, 2000 (incorporated by reference to Exhibit
10.7 of the Form 10-K filed on October 1, 2001).
10.8 Agreement for Acquisition between the Company and Direct
Communications, Inc., dated February 25, 2000 (incorporated
by reference to Exhibit 10.6 of the Form 10-Q filed on May
22, 2000).
10.9 Agreement between the Company and Internet 2xtreme, dated
March 6, 2000 (incorporated by reference to Exhibit 10.7 of
the Form 10-Q filed on May 22, 2000).
10.10 Agreement between the Company, Roanoke Technology Corp., and
Global GPP Corp., dated March 21, 2000 (incorporated by
reference to Exhibit 10.8 of the Form 10-Q filed on May 22, 2000).
10.11 Agreement between GPP Hungary Kft and Haitec Magyarorazagi
Kft, dated March 30, 2000 (incorporated by reference to
Exhibit 10.9 of the Form 10-Q filed on May 22, 2000).
10.12 Stock Purchase Agreement between the Company and Atlas
Capital Corporation, dated April 1, 2000 (incorporated by
reference to Exhibit 10.10 of the Form 10-K filed on
September 27, 2000).
10.13 Stock Purchase Agreement between the Company and Ronald
Friedman, Robert Friedman, and The Ronald Friedman 1997
Grantor Retained Annuity Trust, dated July 28, 2000
(incorporated by reference to Exhibit 10.11 of the Form 10-Q
filed on November 16, 2000).
10.14 Stock Sales Agreement between the Company and a buyer, dated
July 28, 2000 (incorporated by reference to Exhibit 10.12 of
the Form 10-Q filed on November 16, 2000).
10.15 Stock Purchase Agreement between the Company, International
Business Company, Dennis B. Ginther, Clifford J. Roebuck,
Jadwiga L. Ginther, and Bogumila E. Basu , dated August 19,
2000 (incorporated by reference to Exhibit 10.13 of the Form
10-Q filed on November 16, 2000).
10.16 Stock Purchase Agreement between the Company, Sonic
Auction.com, Inc., and Brian Pruett, dated October 5, 2000
(incorporated by reference to Exhibit 10.14 of the Form 10-Q
filed on February 15, 2001).
10.17 Stock Purchase Agreement between the Company, Auction-
Sales.Com, Inc., and Zahid Rafiq, dated October 19, 2000
(incorporated by reference to Exhibit 10.15 of the Form 10-Q
filed on February 15, 2001).
21 Subsidiaries of the Company (incorporated by reference to
Exhibit 21 of the Form 10-K filed on October 1, 2001).