S-8

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


               INTERNET  BUSINESS'S  INTERNATIONAL,  INC.
         (Exact name of registrant as specified in its charter)

           Nevada                                          33-0845463
    (State of Incorporation)                     (I.R.S. Employer ID No.)

      4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada   89119
       (Address of Principal Executive Offices)                (Zip Code)


                   Retainer Stock  Award Plan for Consultants
                              (Full title of the Plan)

Ina P. Kagel, Esq., 1801 Century Park East, Suite 2500, Los Angeles, Ca  90067
                         (Name and address of agent for service)

                                       (310) 553-9009
         (Telephone number, including area code, of agent for service)

                            CALCULATION OF REGISTRATION FEE

Title of         Amount to be     Proposed     Proposed     Amount of
Securities       Registered       Maximum      Aggregate    Registration
To be                             Offering     Offering        Fee
Registered                        Price Per    Price
                                  Share(1)

Common Stock      10,000,000      $0.045       $450,000       $41.40

(1)  The offering price per share is determined pursuant to Rule
457(h)(1).

                                   PART I
          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge,
(a) the documents incorporated  by reference in Item 3 of Part II of the
registration statement, and (b) other documents required to be delivered
pursuant to Rule 428(b).  The statement will inform the participants
that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department)
and telephone number to which the request is to be directed.

                                   PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the
     fiscal year ended June 30, 2001.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the
     Form 10-KSB referred to in (a) above.

     (c)  A description of the securities of the Registrant as contained
     in its registration statement on Form S-8 filed on February 15,
     2001.  As of May 22, 2002 there were 349,000,000 authorized shares
     of common stock of the Registrant.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14,  and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

     Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement. The
Company will provide without charge to each person to whom a copy of
this Registration Statement is delivered, on the written or oral
request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference into this
Registration Statement, other than certain exhibits to such documents.
Requests for such copies shall be directed to Albert R. Reda, Chief
Executive Officer, Internet Business's International, Inc., 3900 Birch
Street, Suite 103, Newport Beach, California 92660.

Item 4. Description of Securities.

     The authorized capital of the Company consists of 349,000,000
shares of Common Stock, $.001 par value per share and 1,000,000 shares
of Preferred Stock, $100 par value per share.

COMMON STOCK.

     Each holder of Common Stock is entitled to one vote for each
share held on all matters to be voted upon by the shareholders
generally. The shares of Common Stock do not have cumulative voting
rights, which means that holders of more than 50% of the shares of
Common Stock voting for the election of directors can elect all the
directors. In such an event, the holders of the remaining shares of
Common Stock would not be able to elect a single director.

     Holders of Common Stock are entitled to receive pro-rata such
dividends, if any, as may be declared from time to time by the Board
of Directors out of funds legally available for the payment of
dividends. This right is subject to the rights of any holders of
Preferred Stock. In the event of liquidation, dissolution, or winding
up of the Company, the holders of Common Stock are entitled to share
pro-rata in all assets remaining after payment of liabilities. Shares
of Common Stock have no preemptive, conversion, or other subscription
rights. There are no redemption or sinking fund provisions applicable
to the shares of Common Stock.

Item 5. Interest of Named Experts and Counsel.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

     Ina P. Kagel, Esq., counsel for the Registrant named in this
registration statement as giving an opinion on the validity of the
common stock will receive 100,000 shares of common stock pursuant to
the Registrant's Retainer Stock Award Plan for Consultants under this
Form S-8 in consideration for legal services rendered for and to be
rendered the Registrant.

Item 6. Indemnification of Directors and Officers.

Limitation of Liability.

     The articles of incorporation of the Registrant provide the
following with regard to liability:

     "No Director of this Corporation shall have personal liability to
the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a Director or officer involving any act or
omission of any such Director or officer. The foregoing provision shall
not eliminate or limit the liability of a Director (i) for any breach of
the Director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under
applicable Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes
or, (v) for any transaction from which the Director derived an improper
personal benefit. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a Director
or officer of the Corporation for acts or omissions prior to such repeal
or modification."

Indemnification.

(a)  Bylaws.

     Article V of the bylaws of the Registrant provides as follows:

     "Section 1.  Definitions.  For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a party
to, or is threatened to be made a party to, or is otherwise involved in,
any Proceeding (as hereinafter defined), by reason of the fact that he
or she is or was a Director or Officer of this Corporation or is or was
serving in any capacity at the request of this Corporation as a
Director, Officer, employee, agent, partner, or fiduciary of, or in any
other capacity for, another corporation, partnership, joint venture,
trust, or other enterprise. The term "Proceeding" shall mean any
threatened, pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of this
Corporation), whether civil, criminal, administrative or investigative.

     Section 2.  Indemnification.  Each Indemnitee shall be indemnified
and held harmless by this Corporation for all actions taken by him or
her, and for all omissions (regardless of the date of any such action or
omission), to the fullest extent permitted by Nevada law, against all
expense, liability and loss (including, without limitation, attorney
fees, judgments, fines, taxes, penalties, and amounts paid or to be paid
in settlement) reasonably incurred or suffered by the Indemnitee in
connection with any Proceeding.  Indemnification pursuant to this
Section shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her heirs,
executors and administrators.  This Corporation may, by action of its
Board of Directors, and to the extent provided in such action, indemnify
employees and other persons as though they were Indemnitees.  The rights
to indemnification as provided in this Article shall be non-exclusive of
any other rights that any person may have or hereafter acquire under an
statute, provision of this Corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or Directors, or otherwise.

     Section 3.  Financial Arrangements.  This Corporation may purchase
and maintain insurance or make other financial arrangements on behalf of
any person who is or was a Director, Officer, employee or agent of this
Corporation, or is or was serving at the request of this Corporation in
such capacity for another corporation, partnership, joint venture, trust
or other enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity, whether
or not this Corporation has the authority to indemnify him or her
against such liability and expenses.

     The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a trust
fund; (b) establishing a program of self-insurance; (c) securing its
obligation of indemnification by granting a security interest or other
lien on any of this Corporation's assets, and (d) establishing a letter
of credit, guarantee or surety. No financial arrangement made pursuant
to this section may provide protection for a person adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable for intentional misconduct, fraud, or a knowing violation of
law, except with respect to advancing expenses or indemnification
ordered by a court.  Any insurance or other financial arrangement made
on behalf of a person pursuant to this section may be provided by this
Corporation or any other person approved by the Board of Directors, even
if all or part of the other person's stock or other securities is owned
by this Corporation. In the absence of fraud:

     (a)  the decision of the Board of Directors as to the propriety of
     the terms and conditions of any insurance or other financial
     arrangement made pursuant to this section, and the choice of
     the person to provide the insurance or other financial
     arrangement is conclusive; and

     (b)  the insurance or other financial arrangement is not void or
     voidable; does not subject any Director approving it to
     personal liability for his action; and even if a Director
     approving the insurance or other financial arrangement is a
     beneficiary of the insurance or other financial arrangement.

     Section 4.  Contract of Indemnification.  The provisions of this
Article relating to indemnification shall constitute a contract between
this Corporation and each of its Directors and Officers, which may be
modified as to any Director or Officer only with that person's consent
or as specifically provided in this section. Notwithstanding any other
provision of the Bylaws relating to their amendment generally, any
repeal or amendment of this Article which is adverse to any Director or
Officer shall apply to such Director or Officer only on a prospective
basis and shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to the time
of such repeal or amendment. Notwithstanding any other provision of
these Bylaws, no repeal or amendment of these Bylaws shall affect any or
all of this Article so as to limit or reduce the indemnification in any
manner unless adopted by (a) the unanimous vote of the Directors of this
Corporation then serving, or (b) the stockholders as set forth in
Article XII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.

     Section 5.  Nevada Law.  References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on the
date these Bylaws were adopted or as such law thereafter may be changed;
provided that (a) in the case of any change which expands the liability
of an Indemnitee or limits the indemnification rights or the rights to
advancement of expenses which this Corporation may provide, the rights
to limited liability, to indemnification and to the advancement of
expenses provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent permitted by
law; and (b) if such change permits this Corporation, without the
requirement of any further action by stockholders or Directors, to limit
further the liability of Indemnitees or to provide broader
indemnification rights or rights to the advancement of expenses than
this Corporation was permitted to provide prior to such change,
liability thereupon shall be so limited and the rights to
indemnification and advancement of expenses shall be so broadened to the
extent permitted by law."

(c)  Nevada Revised Statutes.

     "NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

     (1)  A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of
the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

     (2)  A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

     (3)  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

     NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.

     (1)  Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made:

        (i) By the stockholders;

        (ii) By the board of directors by majority vote of a quorum
        consisting of directors who were not parties to the action, suit or
        proceeding;

        (iii)  If a majority vote of a quorum consisting of directors
        who were not parties to the action, suit or proceeding so orders,
        by independent legal counsel in a written opinion; or

        (iv)  If a quorum consisting of directors who were not parties to
        the action, suit or proceeding cannot be obtained, by
        independent legal counsel in a written opinion.

     (2)  The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights
to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by
law.

     (3)  The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

        (i)  Does not exclude any other rights to which a person seeking
        indemnification or advancement of expenses may be entitled under
        the articles of incorporation or any bylaw, agreement, vote of
        stockholders or disinterested directors or otherwise, for either an
        action in his official capacity or an action in another capacity
        while holding his office, except that indemnification, unless
        ordered by a court pursuant to or for the advancement of expenses
        made pursuant to subsection 2, may not be made to or on behalf of
        any director or officer if a final adjudication establishes that
        his acts or omissions involved intentional misconduct, fraud or a
        knowing violation of the law and was material to the cause of action.

        (ii)  Continues for a person who has ceased to be a director,
        officer, employee or agent and inures to the benefit of the heirs,
        executors and administrators of such a person.

     NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

     (1)  A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise for any liability asserted against him and
liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him
against such liability and expenses.

     (2)  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

        (i)  The creation of a trust fund.

        (ii)  The establishment of a program of self-insurance.

        (iii)  The securing of its obligation of indemnification by
        granting a security interest or other lien on any assets of the
        corporation.

        (iv)  The establishment of a letter of credit, guaranty or
        surety.

No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.

     (3)  Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by the corporation or
any other person approved by the board of directors, even if all or part
of the other person's stock or other securities is owned by the corporation.

     (4)  In the absence of fraud:

        (i)  The decision of the board of directors as to the propriety of
        the terms and conditions of any insurance or other financial
        arrangement made pursuant to this section and the choice of the person
        to provide the insurance or other financial arrangement is conclusive;
        and

        (ii)  The insurance or other financial arrangement:

        (A)  Is not void or voidable; and

        (B)  Does not subject any director approving it to personal
        liability for his action, even if a director approving the
        insurance or other financial arrangement is a beneficiary of
        the insurance or other financial arrangement.

     (5)  A corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of NRS."

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

Exhibit                    Description
No.

4.1     Articles of Incorporation dated December 4, 1998 (incorporated by
        reference to Exhibit 3.1 of the Company's Report on
        Form 10-Q filed on December 1, 1999)

4.2     Certificate of Amendment of Articles of Incorporation dated June 30,
        1999 (incorporated by reference to Exhibit 3.2 of the Company's Report
        on Form 10-Q filed on December 1, 1999)

4.3     Certificate of Amendment of Articles of Incorporation dated December 22
        1999 (incorporated by reference to Exhibit 3.3 of the Company's Report
        on Form 10-Q filed on May 22, 2000)

4.4     Certificate of Amendment of Articles of Incorporation dated February 9,
        2000 (incorporated by reference to Exhibit 3.4 of the Company's Form
        10-Q filed on May 22, 2000)

4.5     Bylaws, dated June 1, 1999 (incorporated by reference to Exhibit 3.3 of
        the Company's Form 10-Q filed on December 1, 1999)

5.1     Opinion of Ina P. Kagel, Esq. (filed herewith)

10.1    2002 Retainer Stock Plan for Consultants (filed herewith)

23.1    Consent of Henry Schiffer, C.P.A. (filed herewith)

23.2    Consent of Ina P. Kagel, Esq. (included in Exhibit 5.1)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

        (iii) To include any material information with respect to
     the plan of distribution not previously disclosed in the
     registration statement or any material change to such
     information in the registration statement;

          (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

         (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

     (h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport Beach,
State of California, on May 28, 2002.

                                 Internet Business's International, Inc.


                                 By: /s/ Albert R. Reda
                                 Albert R. Reda
                                 Chief Executive Officer, Secretary

                           Special Power of Attorney

     The undersigned constitute and appoint Albert R. Reda their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting such attorney- in-fact
the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                          Title                         Date

/s/ Albert R. Reda          Chief Executive                   May 28, 2002
Albert R. Reda              Officer/Secretary/Director

/s/ Louis Cherry            Chairman of the                   May 28, 2002
Louis Cherry                Board/President/Treasurer
                            (principal financial and
                             accounting officer)

/s/ Wade H. Whitely III     Director                          May 28, 2002
Wade H. Whitely III

EX-5.1

                                      EXHIBIT 5.1

                                      Ina P. Kagel
                                    Attorney At Law
                         1801 CENTURY PARK EAST, 25TH FLOOR
                           LOS ANGELES, CALIFORNIA 90067
                             TELEPHONE: ( 310) 553-9009
                               FACSIMILE: (310) 553-9693





                                     May 28, 2002




Internet Business's International, Inc.
3900 Birch Street
Suite 103
Newport Beach, California 92660

Re:  Registration Statement on Form S-8 Covering Common Stock to be
     Issued Pursuant to the 2002 Retainer Stock Plan for Consultants

Gentlemen:

     As counsel for Internet Business's International, Inc. (the
"Company") I have participated in the preparation of the
Registration Statement which is to be filed on Form S-8 under the
Securities Act of 1933, as amended, covering an aggregate of
8,000,000 of the Company's shares of Common Stock (the Shares) to
be issued pursuant to the Company's 2002 Retainer Stock Plan for
Consultants (the "Plan".  I have also examined the proceedings
taken and the instruments executed in connection with the approval
by the Board of Directors of the Plan.

It is my opinion that, when issued pursuant to the Plan, the
Shares will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.

Very truly yours,

/s/ Ina P. Kagel
INA P. KAGEL

EX-10.1

                               EXHIBIT 10.1

                 INTERNET BUSINESS'S INTERNATIONAL, INC.
                  2002 RETAINER STOCK PLAN FOR CONSULTANTS


     1.  Purpose of the Plan

     The Internet Business's International, Inc. 2002 Retainer
Stock  Plan for Consultants (the "Plan") is intended to attract, retain,
motivate and reward attorneys for and consultants to Internet Business's
International, Inc. (the "Company") and subsidiaries of the Company, who
are and will be contributing to the success of the business of the
Company by paying their retainers or fees in the form of stock in the
Company.  It is the intention of the Company that the Plan comply with
the definition of an employee benefit plan contained in Rule 405 under
the Securities Act of 1933, as amended, (the "Act"), and that issuances
of Shares be made only to employees as defined in Rule 405.
Accordingly, the Company may from time to time, grant to selected
attorneys and consultants ("participants") awards ("awards") of shares
of common stock of the Company, $.001 par value ("Shares"), subject to
the terms and conditions hereinafter provided.

     2.  Administration of the Plan

     This Plan shall be administered by the Board of Directors of
the Company (the "Board").  The Board is authorized to interpret the
Plan and may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem appropriate, including rules and
regulations to comply with the requirements of Rule 16(b)(3) under the
Securities Exchange Act of 1934.  No Director shall be eligible to
receive an award under the Plan.  Decisions of the Board in connection
with the administration of the Plan shall be final, conclusive, and
binding upon all parties, including the Company, shareholders and
participants.

     Subject to the terms, provisions, and conditions of this Plan
as set forth herein, the Board shall have sole discretion and authority:

     (a)  to select the participants to be awarded Shares (it being
          understood that more than one award may be granted to the
          same participant);

     (b)  to determine the number of Shares to be awarded to each
          participant;

     (c)  to determine the time or times when the awards may be
          granted;

     (d)  to prescribe the form of stock legend for the
          certificates of Shares or other instruments, if any,
          evidencing any awards, granted under this Plan, and

     (e)  to cause Shares to be registered on Form S-8 under the
          Act either prior or subsequent to the making of an award.

     3.  Shares Subject to the Plan

     The aggregate number of Shares which may be awarded under the
Plan shall not exceed 10,000,000 Shares of the Company.  Shares to be
awarded under the Plan shall be made available, at the discretion of the
Board, either from the authorized but unissued shares of the Company or
from shares of common stock reacquired by the Company, including shares
purchased in the open market.  Shares shall be issued as constituted
subsequent to the one for ten reverse stock split of the common stock of
the Company effective as of the close of business on May 24, 2002.

     4.  Eligibility

     Shares shall be awarded only to attorneys for and consultants
to the Company it being the intention of the Company that awards shall
be made only to persons who satisfy the definition of employee
contained in Rule 405 under the Act.  Shares shall only be awarded to
natural persons who provide bonafide services to the Company which
services are not in connection with the offer or sale of securities in a
capital-raising transaction and which do not directly or indirectly
promote or maintain a market for the Company's securities.

     5.  Awards and Certificates

     Each participant shall be issued a certificate or certificates
representing Shares awarded under the Plan.  Such certificate shall be
registered in the name of the participant, and shall bear an appropriate
restrictive legend on its face, unless such Shares have been registered
under the Act.  The Company may register on Form S-8 under the Act, on
behalf of the participants, Shares issued or to be issued pursuant to
the Plan.

     6.  Termination and Amendment

     The Board may amend, suspend, or terminate the Plan at any
time provided that no such modification shall impair the rights of any
recipient under any award.

     7.  Miscellaneous

      (a)  Nothing in the Plan shall require the Company to issue or
           transfer any Shares pursuant to an award if such issuance
           or transfer would, in the opinion of the Board, constitute
           or result in a violation of any applicable statute or
           regulation of any jurisdiction relating to the disposition
           of securities.

     (b)  Notwithstanding any other provision of the Plan, the
          Board may at any time make or provide for such adjustment
          to the Plan, to the number of Shares available thereunder,
          or to any awards of Shares as it shall deem appropriate to
          prevent dilution or enlargement of rights, including
          adjustments in the event of changes in the number of
          outstanding Shares by reason of stock dividends or
          distributions, stock splits or other combinations or
          subdivisions of stock, recapitalization, issuances by
          reclassification, mergers, consolidations, combinations or
          exchanges of shares, separations, reorganizations,
          liquidations, or other similar corporate changes.  Any such
          determination by the Board shall be conclusive.

     (c)  No participant or other person shall have any claim or
          right to be granted Shares under the Plan, and neither the
          Plan nor any action taken thereunder shall be construed as
          giving any participant or other person any right to be
          retained in the employ of or by the Company.

     (d)  Income realized as a result of an award of Shares shall
          not be included in the recipient's earnings for the purpose
          of any benefit plan in which the recipient may be enrolled
          or for which the recipient may become eligible unless
          otherwise specifically provided for in such plan.

     (e)  If and when a participant is required to pay the Company
          an amount required to be withheld under any federal, state
          or local income tax laws in connection with an award under
          the Plan, the Board may, in its sole discretion and subject
          to such rules as it may adopt, permit the participant to
          satisfy the obligation, in whole or in part, be electing to
          have the Company withhold Shares having a fair market value
          equal to the amount required to be withheld.  The election
          to have Shares withheld must be made on or before the date
          the amount of tax to be withheld is determined.

     8.  Effective Date and Term of the Plan

     The effective date of the Plan shall be May 25, 2002 and the
Plan shall remain in full force until December 31, 2003 or until all
Shares have been awarded, whichever first occurs.

EX-23.1

                                   EXHIBIT 23.1

                                Henry Schiffer, C.P.A
                              An Accountancy Corporation
                             315 Beverly Drive, Suite 211
                               Beverly Hills, CA 90212
                           Phone 310.286.6830 Fax 310.286.6840


                          CONSENT OF INDEPENDENT ACCOUNTANTS




     We consent to the incorporation by reference in the Registration
Statement of Internet Business=s International, Inc. on Form S-8 of
our report dated May 14, 2002 relating to the financial statements of
Internet Business=s International, Inc. appearing in the Company=s
Annual Report on Form 10-KSB/A for the year ended June 30, 2001.



/s/ HENRY SCHIFFER, CPA

HENRY SCHIFFER, CPA
An Accountancy Corporation
Beverly Hills, California
May 29, 2002