-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8KoPfLTT+r+EyN6h/1QvP6wFmMH/xN+RH99H7PpmRVzcWXlZ7cLDdwytPM2ovxc Yi3esL6ciZWHsTYyVV2Fxw== 0001094328-00-000095.txt : 20000523 0001094328-00-000095.hdr.sgml : 20000523 ACCESSION NUMBER: 0001094328-00-000095 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET BUSINESS INTERNATIONAL INC CENTRAL INDEX KEY: 0000880584 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 330307734 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-43621 FILM NUMBER: 640787 BUSINESS ADDRESS: STREET 1: 4634 SOUTH MARYLAND PARKWAY SUITE 101 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7029680008 MAIL ADDRESS: STREET 1: 4634 SOUTH MARYLAND PARKWAY SUITE 101 CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL FOOD & BEVERAGE INC /DE/ DATE OF NAME CHANGE: 19930328 10-Q 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________ COMMISSION FILE NUMBER: 33-43621 INTERNET BUSINESS'S INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 33-0845463 (State or jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada 89119 (Address of principal executive offices (Zip Code) Registrant'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: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. Yes X No . As of March 31, 2000, the Registrant had 200,395,113 shares of common stock issued and outstanding. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1999 AND MARCH 31, 2000 3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 2000 4 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 2000 5 NOTES TO FINANCIAL STATEMENTS 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 PART II ITEM 1. LEGAL PROCEEDINGS 13 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 13 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13 ITEM 5. OTHER INFORMATION 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13 SIGNATURE 14 PART I. ITEM 1. FINANCAL STATEMENTS. INTERNET BUSINESS'S INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) June 30 March 31 1999 2000 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 82,577 $3,314,429 Accounts Receivable 4,576 102,193 Inventories 85,101 Other assets 308,120 60,408 Total Current Assets 395,273 3,562,131 FIXED ASSETS: Equipment 0 450,527 Accumulated Depreciation 0 (184,586) Total Fixed Assets 0 265,941 INVESTMENTS: 1,885,000 2,480,088 OTHER ASSETS Note Receivable: Iron Horse Holdings 1,735,000 1,735,000 Prepaid Expenses 0 167,356 Total Other Assets 1,735,000 1,902,356 Total Assets $4,015,273 $8,210,516 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable 28,247 236,004 Taxes Payable 0 158,942 Current Portion of Long-Term Debt 0 54,034 Total Current Liabilities 28,247 448,980 LONG TERM DEBT: Long Term Debt 1,800 79,076 Less Current Portion 0 (54,034) Total Long Term Debt 1,800 25,042 Total Liabilities 30,047 474,022 SHAREHOLDERS' EQUITY: Preferred Stock Issued 2,390,000 2,390,000 Common Stock Issued 1,773,030 2,003,951 Additional paid-in capital 356,930 3,687,794 Retained earnings (deficit) (534,734) (534,734) Current earnings 0 189,483 Total Shareholders' Equity 3,985,226 7,736,494 Total Liabilities & Shareholders' Equity $4,015,273 $8,210,516 See Accompanying Notes to Financial Statement INTERNET BUSINESS'S INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended March 31 March 31 March 31 March 31 1999 2000 1999 2000 REVENUES $ 0 $1,205,361 $ 0 $2,034,693 COST OF SALES 0 139,818 0 401,840 GROSS PROFIT 0 $1,065,543 1,632,853 EXTRAORDINARY INCOME 0 0 2,274,644 0 OPERATING EXPENSES: Selling and distribution 502,841 0 529,393 General and administration 18,231 443,441 55,943 822,971 Total Operating Expense 18,231 946,282 55,943 1,352,364 NET ORDINARY INCOME (18,231) 119,261 2,218,701 280,489 OTHER INCOME/EXPENSE-TAXES 0 (88,597) 2,386 (91,006) NET INCOME (LOSS) $(18,231) 30,664 $2,221,087 $189,483 NET INCOME (LOSS) nil nil .01 nil PER COMMON SHARE WEIGHTED AVERAGE NUMBER OF COMMON 177,302,997 189,179,555 177,302,997 189,179,555 SHARES OUTSTANDING See Accompanying Notes to Financial Statements INTERNET BUSINESS'S INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended March 31, 1999 March 31, 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 2,221,087 $ 189,483 Adjustments for non-cash items: from Extra Ordinary Income (2,274,644) 0 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Changes in assets and liabilities: Accounts receivable 0 (102,192) Inventories 0 (85,101) Accounts payable 52,455 236,004 Current Long Term Debt 0 54,034 Accrued Taxes 0 (60,183) Net cash provided by (used in) operating activities (1,102) 232,045 CASH FLOWS FROM INVESTING ACTIVITIES: Equipment 0 (450,527) Accumulated Depreciation 0 184,586 Internet Investments 0 477,585 Prepaid expenses 0 (167,356) Net cash provided by (used in) investing activities 0 44,288 CASH FLOWS FROM FINANCING ACTIVITIES: LTD 0 79,076 Less Current Portion LTD 0 (54,034) Common Stock Issued 0 (757,789) Additional Paid-In Capital 0 3,687,794 Net cash provided by (used in) financing activities 0 2,955,047 NET INCREASE (DECREASE) IN CASH (1,102) 3,231,380 CASH AND CASH EQUIVALENTS, beginning of period 1,102 83,050 CASH AND CASH EQUIVALENTS, end of period 0 3,314,430 See Accompanying Notes to Financial Statement INTERNET BUSINESS'S INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 Description of the Business Internet Business's International, Inc. (the "Registrant") was in the manufacturing business, these operations ceased as of December 31, l997. In December 1998, after new management was in place, a decision was made to change the Registrant into an internet company offering e-commerce, internet access as an Internet Service Provider, hosting through our own server, web hosting, directory services, auction sites and chat rooms. It was also determined to change the Registrant's name to better reflect the Registrant's operations, this name came to be Internet Business's International. During 1999, the management began to implement the Registrant's new direction and operations. Note 2 Change in Control In November 1998 new stockholders bought majority control a private transaction. Immediately after the stock. ownership changed, the former majority stock holder resigned as the Chief Executive Officer and President of the Registrant, and then the former majority stockholder was also the sole director, resigned after nominating and electing two new directors from the group that bought controlling shares of stock. Note 3 Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements are presented in accordance with the requirements of Form 10-Q and Regulation SX. Accordingly, they do not include all the disclosures normally required by generally accepted accounting principles. Reference should be made to the Registrant's audited financial statements for the year ended June 30, 1999 as contained in a Form 10-K filed with the U.S. Securities and Exchange Commission for additional disclosures including a summary of accounting policies, which have not significantly changed. Principles of Consolidation The consolidated financial statements of the Registrant include the accounts of the Registrant and all its wholly-owned subsidiaries. All significant intercompany transactions and balances are eliminated. Fiscal Year The Registrant's fiscal year is June 30 year end. Accounts Receivable and Revenues With the new venture for the Registrant into E-commerce, revenues will be generated through credit card sales over the Internet, minimizing the risk of bad debts. Inventories With this new line of business, inventories will bc kept to a minimum. Fixed Assets All of the Registrant's fixed assets will be Internet related. The exact extent of what this will consist of will be determined with time. Other Assets Other assets will consist primarily of software for Internet programs and other related assets. Goodwill Due to the change in the new nature of the business the Registrant will not include goodwill in its financial reports. Income Taxes The Registrant follows Statement of Financial Accounting Standards ("SPAS") No. 109, "Accounting for Income Taxes." Under this method, deferred income taxed was recognized for the tax consequences in future years of difference between the taxes of assets and liabilities, and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences were expected to affect taxable income. Valuation allowances were established, when necessary to reduce deferred tax assets to the amount expected to be realized. Under this standard the provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. Stockholders' Equity Common Shares Stockholders' equity common shares is based on the reported net equity divided by the weighted average number of common shares outstanding. Cash Equivalents The Registrant considered highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying value of the Registrant's cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and notes payable approximates fair value. Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Additional Paid In Capital The additional paid in capital represented on the balance sheet is from the difference of the Preferred Stock Issuances as noted in Note 5-Stock Issuance as per the agreement and actual amount issued which is $110,000. Note 4 Commitments Leases The Registrant has operating leases for its facilities. Note 5 Stock Issuance Current Stock Authorized The Registrant was authorized to issue up to 199,000,000 shares of common stock and 1,000,000 of preferred stock. On February 11, 2000 the authorized was increased to 249,000,000 shares of common stock and 1,000,000 of preferred stock. Issued and Outstanding Stock Common Stock. The Registrant by the end of this quarter had issued 200,395,113 common shares, of which 108,102,329 are restricted. Preferred Stock. There were 23,900 shares of Preferred Stock issued by the end of this Quarter. Preferred Stock Issuance On December 15, 1998 the Registrant entered into an agreement with Iron Horse Holdings, Inc. (IHHI) where IHHI agreed to buy up to 25,000 of the Registrant's preferred shares at the price of $100.00 per share. Shares purchased under this agreement are to be issued to IHHI or its designee. Payment for the shares sold under this agreement is to be in the form of a promissory note bearing interest at the rate of 9% per annum, and the obligation created thereby is to be secured by a "blanket," or all inclusive security agreement executed by IHHI and perfected by filings as specified bylaw. Until such note is paid in full, IHHI shall pay, the 3% coupon on such shares as are issued under this agreement directly to the shareholder(s) of record at the time such payment becomes due. By the end of the third quarter ending March 31, 1999, 23,900 shares were issued according to the agreement with IHHI. The balance of the shares to be issued of 1,100 at. a par value of $100.00 per share, or $110,000, are being treated as additional paid in capital, and are shown as such on the balance sheet. (See note on Paid In Capital in Note 3.) Common Stock Issuance On December 15, 1998 the Registrant agreed to issue common shares to Iron Horse holdings, Inc. (IHHI) for IHHI to pay its bills in exchange for the issuance of restricted common stock. Under the terms to this agreement, the Registrant issued and additional 9,154,999 shares by March 31, 1999. On December 21, 1998 the Registrant agreed to acquire several internet sites with issuance of common stock.. Under the terms of this agreement 8,000,000 shares were issued. By June 30, 1999 the Registrant issued an additional 2,087,791 shares for advertising and site maintenance. By the end of September 30,1999, the Registrant issued an additional 112,667 restricted shares for acquiring additional e- commerce sites for the Registrant, and issuing shares to the former President during his tenure of 251,289 for a total of 363,956. The Registrant acquired the sites using the purchase method of accounting. The Registrant acquired 100% of LA Internet, Inc. in June of 1999 for $525,000 from IHHI, which was credited towards the note that is owed by IHHI to the Registrant. The Registrant acquired 100% of the assets of MBM Capital Group, Inc in July of 1999, for $72,000 in cash and 112,667 in restricted shares. Following are the unaudited pro forma revenues and net income (loss) for the above companies: Twelve Months Ended June 30, 2000 Revenue Operating Expenses Net Income LA Internet, Inc. $637,206 $582,323 $54,883 MBM Capital Group, Inc. 531,551 469,880 61,671 By the end of December 31, 1999, the Registrant issued an additional 11,450,000 shares, of which 6,000,000 were issued for services. These services allowed the Registrant to obtain the services of a contract with Microsoft Network, obtain an e- commerce site, and acquire the Real Estate Mortgage site. The 5,450,000 shares that were issued for the Net 2 Loan site and for the Optical Brigade site, of which 5,000,000 are held in an escrow pending performance of the sites. The Registrant acquired the sites using the purchase method of accounting. Following are the unaudited proforma revenues and net income (loss) for the above Registrant sites: Twelve Months Ended December 31, 2000 Revenue Operating Expenses Net Income Net 2 Loan $346,423 $147,710 $199,713 Optical Brigade 27,893 19,588 8,305 By the end of March 2000, the Registrant issued an additional 11,268,460 shares of stock, of which 7,000,000 shares of common stock, where issued in a private placement of the Registrant's common stock which provided to the Registrant $3,382,560. The Registrant also acquired 100% of the assets of 2xtreme, a limited partnership, and all of the stock and assets of Allstates Communication, Inc., for 230,000 shares of stock and cash, and 80% of Global GPP Corp. for cash. The Registrant also issued 4,038,460 for services which allowed the Registrant to obtain the aforementioned assets. Following are the unaudited proforma revenues and net income (loss) for the above Registrant assets and companies: Nine Months Ended December 31, 2000 Revenue Operating Expenses Net Income 2xtreme $ 95,920 $ 85,232 $10,688 Allstates Communications, Inc. 183,566 93,562 90,004 Note 6 Extraordinary Income After review by legal counsel about the collect ability of the previous Registrant's unsecured prior debts, it was determined by management to show those debts as uncollectible. Therefore, management has decided to write those debts off and according to IRS codes that uncollectible debt has to be shown as extraordinary income. Note 7 Net Loss Carry Forward The Net Loss Carry Forward that was incurred due to the prior Registrant's operation will be used to offset the impact of the extraordinary income as indicated above. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion should be read in conjunction with the financial statements of the Registrant and notes thereto contained elsewhere in this report. Results of Operations. Revenues for the nine month period ended March 31, 2000 of $2,034,693 increased 100% when compared with revenues of $0 in the prior year comparable period due to the start up of operations of the Registrant in its new business line in the first calendar quarter of 1999. The gross profits margin of 80.25% for the nine months ended March 31, 2000 is a significant increase from the gross profit margin of 0% for the same three month period of the previous fiscal year. Current year margins in the past nine months reflect the reopening and expansion of the business as an internet company. Selling, general, and administrative expenses for the nine months ended March 31, 2000 were $1,352,364 when compared with the $55,943 for the prior year comparable period, again due to the reopening of the new business of the Registrant. The resulting profit for the nine months ended March 31, 2000 was $189,483 when compared with a profit of $2,221,087 due to the write-off of previous unsecured debts as uncollectible for the same six month period of the previous fiscal year. Liquidity and Capital Resources. Net cash provided by the operations of the Registrant was $232,044 for the nine months ended March 31, 2000 versus cash used in operating activities of $1,102 in the comparable prior year period. In March 2000, the Registrant issued 7,000,000 shares of common stock in connection with a private placement of its stock. This offering resulted in proceeds to the Registrant of $3,382,560. Capital Expenditures. Other than as set forth below, no material capital expenditures were made during the quarter ended on March 31, 2000: (a) purchase in January 2000 of three Cisco Systems routers for a total of $83,000; (b) purchase in February 2000 of two Dell Computer servers; and (c) purchase in March 2000 of one IBM server. Projection - Global GPP Corp. On March 21, 2000, the Registrant entered into an agreement with Roanoke Technology Corp., and Global GPP Corp. (a newly formed corporation) for the purpose of developing a business to business website in Eastern Europe. This agreement specifies that the Registrant owns 80% of Global GPP Corp. Subsequently, on March 30, 2000, the Registrant, through a newly formed Hungary corporation (GPP Hungary Kft) wholly owned by Global GPP Corp., entered into an agreement with Haitec Magyarorazagi Kft for the specific development of this website in Hungary. Based on contracts currently being negotiated, the Registrant projects the following approximate figures for Global GPP Corp. (which has not had any revenue to date) through December 31, 2000: Revenue of $4,000,000, operating expenses of $2,000,000, and net income of $2,000,000. Year 2000 Issue. The Year 2000 issue arises because many computerized systems use two digits rather than four to identify a year. Date sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using the year 2000 date is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 issue may be experienced before, on, or after January 1, 2000, and if not addressed, the impact on operations and financial reporting may range from minor errors to significant system failure which could affect the Registrant's ability to conduct normal business operations. This creates potential risk for all companies, even if their own computer systems are Year 2000 compliant. It is not possible to be certain that all aspects of the Year 2000 issue affecting the Registrant, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. The Registrant currently believes that its systems are Year 2000 compliant in all material respects. Although management is not aware of any material operational issues or costs associated with preparing its internal systems for the Year 2000, the Registrant may experience serious unanticipated negative consequences (such as significant downtime for one or more of its web site properties) or material costs caused by undetected errors or defects in the technology used in its internal systems. Furthermore, the purchasing patterns of advertisers may be affected by Year 2000 issues as companies expend significant resources to correct their current systems for Year 2000 compliance. The Registrant does not currently have any information about the Year 2000 status of its advertising customers. However, these expenditures may result in reduced funds available for web advertising or sponsorship of web services, which could have a material adverse effect on its business, results of operations, and financial condition. The Registrant's Year 2000 plans are based on management's best estimates. Forward Looking Statements. The foregoing Management's Discussion and Analysis 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 Registrant's business strategies, continued growth in the Registrant's markets, projections, and anticipated trends in the Registrant'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 Registrant's expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Registrant's control. The Registrant 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 Registrant's products, competitive pricing pressures, changes in the market price of ingredients used in the Registrant's products and the level of expenses incurred in the Registrant'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 Registrant disclaims any intent or obligation to update "forward looking statements." PART II. ITEM 1. LEGAL PROCEEDINGS. The Registrant is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Registrant has been threatened. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. On December 5, 1997, Louis Cherry, Chairman of the Board of the Registrant, filed a petition for bankruptcy under Chapter 11 (reorganization) of the Bankruptcy Code in the Bankruptcy Court in Santa Ana, California (Case No. SA 97-10717 RA). This petition was dismissed on April 19, 2000. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Reports on Form 8-K. The following reports on Form 8-K were filed during the third quarter of the fiscal year covered by this Form 10-Q as follows: (1) A Form 8-K was filed on February 28, 2000 to reflect the new transfer agent for the Registrant, effective on February 1, 2000. (2) A Form 8-K/A was filed on March 10, 2000 to reflect the change in address of the corporate offices of the Registrants, and its correct new telephone number. (b) Exhibits. Exhibits included or incorporated by reference herein: See Exhibit Index. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Internet Business's International, Inc. Dated: May 18, 2000 By: /s/ Albert R. Reda Albert R. Reda, Chief Executive Officer EXHIBIT INDEX Exhibit Description No. 2 Agreement and Plan of Merger (incorporated by reference to Exhibit 2 to the Form 8-K/A filed on November 22, 1999) 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to 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 to the Form 10-Q filed on December 1, 1999). 3.3 Certificate of Amendment of Articles of Incorporation (see below). 3.4 Certificate of Amendment of Articles of Incorporation (see below). 3.5 Bylaws (incorporated by reference to Exhibit 3.3 to 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 to Form S-8 filed on October 8, 1999) 4.2 Consulting Agreement between the Registrant and Mark Crist, dated October 5, 1999 (incorporated by reference to Exhibit 4.2 to Form S-8 filed on October 8, 1999) 10.1 Purchase Agreement (LA Internet) between the Registrant and Iron Horse Holdings, Incorporated, dated June 10, 1999 (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on December 1, 1999). 10.2 Purchase Agreement between the Registrant and the Stockholders of MBM Capital Group Inc., dated July 1, 1999 (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on December 1, 1999). 10.3 Acquisition Agreement (Net 2 Loan) between the Registrant and Lifestyle Mortgage Partners, dated September 15, 1999 (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on February 22, 2000). 10.4 Purchase Agreement (license) between the Registrant and Stockholders of California Land & Home Sale, Inc., dated October 1, 1999 (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on February 22, 2000). 10.5 Acquisition Agreement (Optical Brigade) between the Registrant and Wade Whitley, dated November 1, 1999 (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed on February 22, 2000). 10.6 Agreement for Acquisition between the Registrant and Direct Communications, Inc., dated February 25, 2000 (see below). 10.7 Agreement between the Registrant and Internet 2xtreme, dated March 6, 2000 (see below). 10.8 Agreement between the Registrant, Roanoke Technology Corp., and Global GPP Corp., dated March 21, 2000 (see below). 10.9 Agreement between GPP Hungary Kft and Haitec Magyarorazagi Kft, dated March 30, 2000 (see below). 21 Subsidiaries of the Registrant (see below). 27 Financial Data Schedule (see below). EX-3.3 2 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF INTERNET BUSINESS'S INTERNATIONAL, INC. We, Louis Cherry and Albert R. Reda, certify that: 1. The original articles of International Business Industries, Inc. were filed with the Office of the Secretary of State on December 8, 1998. 2. Pursuant to the unanimous written consent of the Board of Directors, the company hereby adopts the following amendments to the Articles of Incorporation of this Corporation: Article Fourth: Capital Stock is amended to read as follows: Classes and Number of Shares. The total number of shares of all classes of stock, which the Corporation shall have authority to issue is Two Hundred Million (200,000,000), consisting of One Hundred Ninety-Nine Million (199,000,000) shares of common stock, par value of $0.01 per share ("Common Stock"), and One Million (1,000,000) shares of preferred stock, par value of $0.01 per share ("Preferred Stock"). 3. On this date, the company has 189,116,953 shares of voting common stock issued and outstanding. By a written consent of 104,381,502 shares of this stock (which represents 55.19% of the total shares), the foregoing amendment to the Articles of Incorporation of this corporation was approved. /s/ Louis Cherry Louis Cherry, President/Director /s/ Albert R. Reda Albert R. Reda, Secretary/Director Verification State of California SS County of Orange On this 22nd day of December, 1999, before me, the undersigned, a Notary Public in and for said State, personally appeared Louis Cherry and Albert R. Reda, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who subscribed their names to the Certificate of Amendment of Articles of Incorporation and acknowledged to me that they executed the same freely and voluntarily and for the use and purposes therein mentioned. By: /s/ Notary Public in and for said county EX-3.4 3 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF INTERNET BUSINESS'S INTERNATIONAL, INC. The undersigned, Louis Cherry and Albert R. Reda, certify that: Louis Cherry is the President, and Albert R. Reda is the Secretary, of Internet Business's International, Inc., a Nevada corporation ("Company"). The original articles of incorporation of the Company were filed with the Office of the Secretary of State on December 8, 1998. As of this date, there is issued and outstanding common and preferred stock of the Company, but this amendment of the articles, in compliance with Nevada Revised Statutes, does not require the approval of the stockholders of the Company. Pursuant to a Board of Directors meeting at which in excess of two-thirds voted in favor of the following amendment, the Company hereby adopts the following amendments to the Articles of Incorporation of the Company: Article Fourth: The number of authorized shares of common stock of the Company shall be 249,000,000. The par value of the Series A Convertible Preferred Stock of the Company shall be $100.00 per share. /s/ Louis Cherry Louis Cherry, President/Director /s/ Albert R. Reda Albert R. Reda, Secretary/Director Verification State of California SS County of Orange On this 9th day of February, 2000, before me, the undersigned, a Notary Public in and for said State, personally appeared Louis Cherry and Albert R. Reda, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who subscribed their names to the Certificate of Amendment of Articles of Incorporation and acknowledged to me that they executed the same freely and voluntarily and for the use and purposes therein mentioned. By: /s/ Notary Public in and for said state EX-10.6 4 AGREEMENT FOR ACQUISITION INTERNET BUSINESS'S INTERNATIONAL, INC. 3900 BIRCH STREET, SUITE 111 NEWPORT BEACH, CALIFORNIA 92664) PH. 949.833.0261 FAX. 949.333.0762 February 14, 2000 Anthony Lee. President Direct Communications, Inc. Las Vegas, NV (702) 433-9416 Fax. (702) 433-8659 Dear Tony. Time is of the essence, especially for you, but if we are going to make a deal, it is certainly going to effect us as well. So, we need to stop fooling around and really move. Per our conversation, the new company, Allstates Communications, Inc. will take over $250,000.00 of your debt and Direct Communications, Inc. which will consist of Amex of $25,000.00, Community Bank of $91,832.00 IRS of $130,123.00 and Futa Tax $17,582.00. The balance of the $410,000.00 will be paid by the new company out of profits. You will, of course, receive 30,000 shares of 144 stock of IBI. Your employment contract will be for 3 years, with a stating salary of $6,500.00 per month and, after 90 days from closing, your salary will go up to $7,000.00 per month. Tony Lee, will be President of the new company and will serve at the pleasure of the board of directors. There will) be bonuses for Tony Lee based on performance. The bonuses will be by way of stock options. The bonuses will be given to Mr. Lee by the new company and that will be with IBI common stock and by IBI's discretion All of the assets of the present company, will be transferred to the new company. Cash in the bank, inventory and all receivables with a minimum of $100,000.00. Sincerely /s/ Louis Cherry Louis Cherry President, IBI, Inc. I accept this offer on February 25, 2000 /s/ Clyde A. Lee Clyde A. Lee on 2-25-00 individually and as President of Direct Communications, Inc EX-10.7 5 AGREEMENT AGREEMENT Internet 2xtreme, a Partnership ("Seller"), and Internet Business International, Inc., a Corporation ("Buyer"), agree as follows: 1. Sale and Purchase. Seller agrees to sell, convey and transfer to Buyer and Buyer agrees to purchase and assume from Seller the, property hereafter described for the purchase price and upon and subject to the terms and conditions hereafter set forth. The sale of the property is entire and inseverable and Buyer shall have no obligation to purchase any of the property unless all assets of the classes and character described below shall be simultaneously sold. 2. Property. The assets to be sold and purchased (the "property") are: Certain assets used by Seller in connection with its business consisting of its customer base and accounts, equipment, three (3) equipment leases (Dimension Funding, Dell Direct Lease, and Livingston Capitol Corp. (the "Leases"); the real property lease for the location at 1059 Court Street, Suite 123, Woodland, California (the "realty lease"); and the goodwill of the business, including all customer lists. 3. Purchase Price. The purchase price for the property shall be the sum of SEVEN HUNDRED THIRTY PIVE THOUSAND DOLLARS ($735,000.00). The purchase price is based on Seller having 4800 customers at the closing ("Customer Base"). If the Customer Base is less than 4800, the purchase price shall be reduced by an amount equal to the product obtained by multiplying the sum of $153.13 times the difference between the actual Customer Base and 4800. 4. Payment of Purchase Price. The purchase price shall be payable by Buyer's debt assumption and/or debt satisfaction as set forth in paragraph 5 hereof, by a payment in cash at the closing in an amount equal to $17,635.00, and by the issuance of a sufficient number of unrestricted shares of common stock of Buyer as shall equal the sum of $186,883.66, determined as of the close of business preceding the closing date (the "Shares"). 5. Assumption and/ or Satisfaction of Liabilities. Buyer shall assume and/or satisfy the following liabilities and obligations of the business and Seller: (i) the Leases; (ii) all accounts payable; (iii) RTI commission of $49,000.00; (iv) note payable - H.D. Kicklighter; (v) Dianro Mktg. Design; and (vi)loan payable - Bank of Lodi. The approximate owned for each item above is as follow: ITEM NO. ESTIMATED LIABILITY (i) $ 37,476.09 (ii) 69,958.14 (iii) 49,000.00 (iv) 100,000.00 (v) 8,229.00 (vi) 240,682.11 plus delinquency of $25,136.00 Items No. (iii), No. (iv), No. (v), and the $25,136.00 representing the delinquency in item No.(vi) shall be paid in cash at the closing by a deposit to a joint account where the consent of both Seller and Buyer shall be required for any disbursement. These accounts shall be paid in full within ten (10) days after the closing unless Buyer can negotiate a lesser pay-off, in which case the lesser amount shall be paid from the joint account. 6. Closing. 6.1. The transaction shall be closed and possession and of the property shall be given to Buyer at a closing to be held at the office of Seller, on March 6, , 2000, or on such other date as the parties may agree, which date, however determined, is hereby called the "closing date". 6.2. At the closing; (a) Seller shall deliver to Buyer all documents and instruments necessary to carry out the terms and provisions of this Agreement aid to effectuate the purpose of the transaction. (b) Buyer shall pay to Seller the cash portion of the purchase price in negotiable funds, and shall deliver to Seller a share certificate representing the Shares, and all other instruments as shall be necessary to fulfill the obligations of Buyer hereunder which are herein provided to be fulfilled on the closing date. The parties agree that one twelfth (1/12) of the shares may be sold each month beginning 60 days after the closing. All of the shares may be sold one (1) year after the date of the closing ("Anniversary Date"). After the shares have been sold by Seller, if the total amount realized by Seller from the sale of the Shares exceeds the value closing date, Seller shall pay the excess to Buyer; if total amount realized is less than the value at the closing, Buyer shall pay Seller the difference. The excess or the difference, as the cash may be, shall be paid by the responsible party within three (3) business days after the last sale. Seller warrants that all taxes shall be current at the closing. 6.3. Unless otherwise provided herein, all such instruments so delivered shall be dated the closing date and be satisfactory as to form and content to each party and its respective counsel. 7. Status. Buyer represents that Buyer is in good standing under the laws of the state of its incorporation. 8. Conditions. This Agreement, its performance, and the transfer and conveyance contemplated herein are expressly contingent upon and subject to the Bank of Lodi consenting to assumption of its debt by Buyer and the lessors under the Leases consenting to the assignment and assumption by Buyer. 9. Other Covenants and Agreements. 9.1. Buyer agrees to pay and discharge and to save and protect Seller free and harmless from all liabilities and obligations to be assumed by Buyer pursuant to this Agreement and those which shall arise from the conduct of the business from and after the closing date. 9.2. The parties waive compliance with the provisions of the California Bulk Sales Law. 10. Miscellaneous. 10.1. Entire Agreement. This document constitutes the entire agreement between the parties, all oral agreements being merged herein, and supersedes all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of this Agreement that are not fully expressed herein. 10.2. Survival of Representations. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or, in any instrument, certificate, opinion, or other writing provided for in it, shall survive the closing. 10.3. Amendment. The provisions of this Agreement may be modified at any time by agreement of the parties. Any such agreement hereafter made shall be ineffective to modify this Agreement in any respect unless in writing and signed by the parties against whom enforcement of the modification or discharge is sought. 10.4. Waiver. Any of the terms or conditions of this Agreement may be waived at any time by the party entitled to the benefit thereof, but no such waiver shall affect or impair the right of the waiving party to require observance, performance, or satisfaction either of that term or condition as it applies on a subsequent occasion or of any the terms or conditions hereof. 10.5. Succession. Subject to the provisions otherwise contained in this Agreement, this Agreement shall inure to the benefit of and be binding on the successors and assigns of the respective parties hereto. 10.6. Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or b reason of this Agreement on any persons other assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over against any party to this Agreement. 10.7. Specific Performance. Each party's obligations under this Agreement are unique. The parties each acknowledge that, if any party should default in performance of the duties and obligations imposed by this Agreement, it would be extremely impracticable to measure the resulting damages. Accordingly, the nondefaulting party, in addition to any other available rights or remedies, may sue in equity for specific performance, and the parties each expressly waive the defense that a remedy in damages will be adequate. 10.8. Notices. Any notice under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given on the date of personal service on the parties or on the third (3rd) business day after mailing, if the document is mailed by registered or certified mail addressed to the parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this provision. Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee. 10.9. Attorneys' Fees, Prejudgment, Interest. If the services of an attorney are required by any party to secure the performance hereof or otherwise upon the breach or default of another patty, or if any judicial remedy or arbitration is necessary enforce or interpret any provision of this Agreement or the rights and duties of any person in relation thereto, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and other expenses, in addition to any other relief to which he may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. 10.10. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if the parties had all signed the same document. All counterparts shall be construed together and shall constitute one agreement. 10.11. Captions. All paragraph captions are for reference only and shall not be considered in construing this Agreement. 10.12. Severabilty. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and shall in no way be impaired or invalidated. 10.13. Governing Law. The rights and obligations of the parties and the interpretation and performance of this Agreement shall be governed by he law of California, excluding its conflict of laws rules. 10.14. Time. Time is of the essence of this Agreement. 10.15. Gender and Number. As used in this Agreement, the masculine, feminine, or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so indicates. 10.16. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall whenever possible be cumulative with all other remedies at law or in equity. DATED: March 6, 2000. INTERNET 2EXTREME By: /s/ Kathryn Kickligther Kathryn Kickligther Managing Partner Address: 1059 Court Street #123 Woodland, CA 95695 INTERNET BUSINESS INTERNATIONAL, INC. By: /s/ Albert Reda Albert Reda, Chief Executive Officer Address: 3900 Birch Street, Suite 113 Newport Beach, CA 92660 ADDENDUM TO PARAGRAPH 6.2(b) On the fifteenth (15th) day after the end of the fourteenth (14th) month from date of close, the Seller is to return to the Buyer the net proceeds received by the Seller from the sale of the Shares that exceed $186,883.66 ("Excess Funds"). If the Seller is unable to return the Excess Funds for whatever reason, the Seller will take over a portion of debt payable to the Bank of Lodi equal to the amount of the Excess Funds not paid to the Buyer. DATED: March 6, 2000. INTERNET 2EXTREME By: /s/ Kathryn Kickligther Kathryn Kickligther Managing Partner Address: 1059 Court Street #123 Woodland, CA 95695 INTERNET BUSINESS INTERNATIONAL, INC. By: /s/ Albert Reda Albert Reda, Chief Executive Officer Address: 3900 Birch Street, Suite 113 Newport Beach, CA 92660 ADDENDUM NO. 2 Buyer will make a note payable note to Seller, attached as Exhibit A. hereto, In the amount of principal balance of the loan to Bank of Lodi. The principal amount of the Note will be reduced by the principal amount of each payment made by Buyer to Bank of Lodi. ADDENDUM TO PARAGRAPH 5 2 (b) of the Agreement is hereby waived by both parties. Paragraph 4 of the Agreement, after the phrase "shall equal the sum of $186,883.88", is amended to Insert the words "plus one percent (1%) interest monthly on the principal balance due each month after the sale of each block of stock." All other Parts of this paragraph shall remain unchanged. Paragraph 6.2 (b) of the Agreement is hereby amended to include the following language after the sentence "The parties agree that one twelfth (12th) of the shares may be sold each month. At beginning 60 days after the closing." An soon as the total amount realized firm the sale of the stock by Seller is sufficient to pay the entire amount plus interest due Seller, the remainder of the stock held hereunder shall be returned to Buyer. All other parts of this paragraph shall remain unchanged. Seller hereby waives compliance with paragraph 5 of the Agreement and performance thereunder is not required by buyer as a condition of closing. Buyer, will submit a letter to Bank of Lodi informing the bank that Buyer is purchasing Internet 2xtreme from Seller, and that Buyer will henceforth, be responsible for the payments on the loan in Sellers name to Bank of Lodi. The Closing date set forth in paragraph 6. 11 is amended to close on March 13, 2000, concurrently with execution of ADDENDUM NO. 2. For the purposes of bookkeeping, the amounts and figures stated in the Agreement dated March 6, 2000 will prevail. Seller hereby convoys title to all of the property identified in the Agreement on this date. Seller will advise all customers of the transfer of title and cooperate in the transfer of all assets. DATED: March 13, 2000. INTERNET 2EXTREME By: /s/ Kathryn Kickligther Kathryn Kickligther Managing Partner Address: 1059 Court Street #123 Woodland, CA 95695 INTERNET BUSINESS INTERNATIONAL, INC. By: /s/ Albert Reda Albert Reda, Chief Executive Officer Address: 3900 Birch Street, Suite 113 Newport Beach, CA 92660 EX-10.8 6 AGREEMENT AGREEMENT THIS AGREEMENT, effective on the date of the last signature hereto by and between: ROANOKE TECHNOLOGY CORP, a Florida corporation with its principal place of business at 1433 Georgia Avenue. Roanoke Rapids, NC 17870 (hereinafter "ROANOKE") - -and- INTERNET BUSINESS'S INTERNATIONAL, a Nevada corporation with its principal place of business at 3900 Birch Street, Suite111, Newport Beach, California 92660 (hereinafter "IBI"). - -and- GLOBAL GPP CORP., a North Carolina corporation with its principal place of business at 1433 Georgia A venue, Roanoke Rapids, NC 27870 (hereinafter "Global"). Witnesseth: WHEREAS, ROANOKE presently owns 100 shares which represents 100% of the issued and outstanding common stock of Global GPP Corp., a North Carolina corporation ("Global"). Global has created a web site and has a written agreement from IBM Hungary to market such web site bundled with subsidized IBM web site development. WHEREAS, IBI has the ability to finance and manage the marketing of the Global web site with IBM on a worldwide basis. WHEREAS, ROANOKE desires to sell to IBI, and IBI desires to purchase from Roanoke 80% of Global on the following terms and conditions. NOW, THEREFORE, ROANOKE and IBI, intending to be legally bound hereby, and in consideration of the mutual covenants contained herein agree as follows. 1. ROANOKE hereby agrees to sell to IBI, and IBJ agrees to purchase from ROANOKE 80 shares, which represents 80% of Global. The consideration for 80% of Global will be $500,000.00, which will be disbursed as follows: * . 2. ROANOKE shall have the responsibility of managing the Global web site, any and all web site modifications, the sever housing the web site, all necessary and required connections to the Internet and the power for operating the web site. Global agrees to reimburse ROANOKE for such services at industry standard rates, which rates must be approved by IBI. 3. IBI hereby agrees to purchase IBM hardware, software and services from the IBM Solutions Provider in Hungary, specifically, Haitec Magyarorszagi Kft ("Haitec") For purposes of purchasing the equipment, software and services, IBI shall be responsible for providing the required Letter of Credit to Haitec in the principal amount of no less than $ * within 3 business days from the date of this Agreement. Full payment of such hardware, software, and services shall be based on the terms and conditions of the purchase from Haitec, which shall be mutually agreed to by ROANOKE and IBI. 4. IBI shall provide Global with $ * of capital for the web site. $ * shall be available within 3 days of the full execution of this Agreement. The balance of $ * shall be provided by IBI based on Schedule A, attached hereto and made a part hereof. 5. Global shall be required to undertake equity and debt financing to expand the web site all items related thereto to meet the goals set forth on Schedule B, attached hereto and made a part hereof. 6. All statements contained in this Agreement shall be deemed the representations and warranties of the party making said statements. The representations and warranties and covenants of the parties contained in this Agreement or in any writhing delivered pursuant to the provisions of this Agreement shall survive the consummation of the transactions contemplated hereby. 7. ROANOKE and IBI agree that to the extent any provisions of this Agreement are held, found or deemed to be unenforceable, such provision shall be modified by any court of competent jurisdiction to the extent necessary in order that any such provision shall] be legally enforceable to the fullest extent permitted by applicable law. If any provision of this Agreement shall be held unenforceable to any extent, such provision (except to such extent) and each of the other provisions hereof shall nevertheless continue to be binding upon the parties in accordance with its terms. 8. In the event that a party hereto must resort to legal action in order to enforce any provision of this Agreement or portion thereof, or must defend such suit, the prevailing party shall be entitled to receive reimbursement from the non-prevailing party for all reasonable attorneys' fees and all other reasonable costs incurred in commencing or defending such suit. 9. This Agreement embodies the entire understanding between the parties. Any prior agreement among the parties is merged herein. No amendment, waiver, modification or other discharge of the terms of this Agreement shall be valid unless made in writing, executed with the same formalities of this Agreement, specifying such change, modification, waiver or cancellation and signed by all parties. 10. A waiver at any time of compliance with any of the terms and conditions of this Agreement shall not be deemed or construed as a modification, cancellation or waiver of those terms and conditions, or as a further or continuing waiver of any such condition, or waiver of any prior or subsequent breach of the terms and conditions of this Agreement, unless expressly so stated in writing. 11. All references herein to any individual, corporation or other entity used in this Agreement, and the pronouns and verbs corresponding thereto, shall be construed in the masculine or the feminine, and/or neuter, as the case may be; singular or plural, which ever construction is consistent with the facts prevailing at any given time. The terms "ROANOKE" and "IBI" shall include such parties' respective employees and agents. 12. The parties hereto agree to execute any further instruments and shall perform any acts which are or may become necessary to effectuate the terms of this Agreement. 13. All notices required or permitted to be given hereunder shall be in writing and delivered personally or by a recognized overnight courier service at the addresses set forth in the preamble to this Agreement. Any party may, by notice, designate a new address for notices to it. A party's attorney may send notice on such party's behalf. 14. This Agreement may be executed in several counterparts, and each counterpart hearing the signature of all parties hereto shall be deemed a binding original copy of this Agreement, and all of which shall be considered one and the same agreement. 15. This Agreement shall be construed and interpreted in accordance with the laws of the Stale of North Carolina, provided, however, that the conflicts of law principles of the State of North Carolina shall not apply to the extent they would operate to apply the laws of another state. The parties acknowledge that because of the unique character of this Agreement, the other may irreparably be banned in the event that this Agreement is not specifically enforced. Accordingly, should any dispute arise concerning this Agreement, either party may be entitled to injunctive relief by a Court of Competent Jurisdiction. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedies, which the parties may have. 16. The parties hereto acknowledge and agree that they have read this Agreement in its entirety and that the terms hereof are fair, adequate and just. The parties hereto acknowledge that they have had the right and opportunity to review this Agreement by independent legal counsel of their choice and their signatures, affixed hereto, indicate their acceptance of the terms and conditions hereof as their voluntary acts and deeds. Dated. March 21, 2000 ROANOKE TECHNOLOGY CORP. By: /s/ David L. Smith, Jr. David L. Smith, Jr., President ATTEST: By: /s/ Edwin E. Foster, Jr. Edwin E. Foster, Jr., Secretary INTERNATIONAL BUSINESS'S INTERNATIONAL, INC. By: /s/ Louis Cherry Louis Cherry, President ATTEST: By: /s/ Albert Reda Albert Reda, Secretary GLOBAL GPP CORP. By: /s/ David L. Smith, Jr. David L. Smith, Jr., President ATTEST: By: /s/ Edwin E. Foster, Jr. Edwin E. Foster, Secretary EX-10.9 7 AGREEMENT AGREEMENT The Agreement is entered into on 30 March 2000 between GPP Hungary Kft ("GPP") and Haitec Magyarorazagi Kft: ("Haitec"). The purpose of this Agreement is to outline the products and services which will be provided by Haitec and which will be paid for by GPP. 1. Haitec and GPP will work together to deploy the Global Group Purchase Program ("GGPP") in Hungary. The GGPP is a business- to-business reverse auction web site, which allows buyers to list products and services they wish to procure. Sellers are invited to bid for the right to provide products and services to buyers at the lowest possible price. The GGPP service is free to buyers: sellers will pay a 5% sales commission if the buyer accepts their bid. 2. To attract and maintain relationships with GGPP buyers, will be offered free IBM-based E-Business Solutions. Haitec and GPP will define the E-Business Solutions. Haitec will provide the E- Business Solutions, which will be paid for by GPP. 3. GPP will pre-pay $30,000 to Haitec for E-Business Solutions which will be provided to the first GGPP customers, GPP must pre- approve each E-Business Solution., which is offered to GGPP clients. GPP Anticipates that these funds will pay for 100 E- Business Solutions, free small web site, which cost $300 per unit, and will be distributed to clients during the first 60 days of operations. 4. Haitec will sell IBM servers, software and services required to install and operate the hardware and software, which will be used to provide and host the free E-Business Solution, for GGPP clients. GPP will pay Haitec $131,000 for this package. 5. Until the equipment is installed at, a location agreed to by GPP, Haitec will provide use of the servers, software and services to deliver E-Business Solutions to GPP clients. 6. Haitec will provide the following services for the GGPP, which will be paid for by GPP. A. Attila Balogh will be available on a full-time basis, for a minimum of 6 months from the date of this agreement, to provide marketing services for the GPP. GPP will pay Haitec $4,200 per month for full-time services of Attila Balogh. B. A full-time help desk service provider will be available at Haitec's office to meet the needs of the GGPP and our clients. GGP will train this person who will be provided with all necessary resources to provide services at Haitec's offices. GGPP will pay Haitec $3,000 per month for these services and the resources necessary to provide the services. C. Haitec will provide billing and collections management for the GGPP sellers who will be charged a 5% sales commission if selected by GGPP buyers. D. Haitec and GPP will work together to meet the needs of marketing partners, such as Quaestor Financial Group. In addition, Haitec and GPP will work with IBM Hungary to introduce the GGPP in Hungary, as outlined. 7. A total of $191,000 will be transferred to Haitec's bank account for the items listed in this Agreement. This includes the $13l, 000 for the hardware, software and services for the E- Business applications, $30,000 prepayment for the first E- Business, Solutions and $30,000 prepayment for the services described in item 6A, and 6B above. 8. GPP will make payment to the attorney who organized the GPP Hungary Kft in the amount of $1,132. 9. Both parties agree that this preliminary Agreement will be converted to a permanent agreement after GPP has completed the necessary registration documents in Hungary.. Agreed: /s/ March Schechtman Marc Schechtman for GPP Hungary Kft /s/ Gabor Teleki Gabor Teleki for Haitec Magyarorazagi Kft EX-21 8 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARIES OF THE COMPANY LA Internet, Inc., a California corporation MBM Capital Group, Inc., a Nevada corporation Allstates Communication, Inc., a Nevada corporation Global GPP Corp. (80%), a North Carolina corporation (100% owned subsidiary: GPP Hungary Kft, a Hungary corporation) EX-27 9 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED FINANCIAL STATEMENTS CONTAINED IN THE REGISTRANT'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 9-MOS JUN-30-2000 JUL-01-1999 MAR-31-1999 3,314,429 0 102,193 0 85,101 3,562,131 450,527 (184,586) 8,210,516 444,980 0 0 2,390,000 2,003,951 7,736,494 8,210,516 2,034,693 2,034,693 401,840 401,840 1,352,364 0 0 280,489 91,006 189,483 0 0 0 189,483 .00 .00
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