-----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, TMEwt+QeH46gAdJAkf8JS6qv9FW0TJpDsrwnf2opuoDWYU+6Os1E7n8em3ddVw8Z T3LasDCmrvIi3HeCE4a1Ew== 0001094328-99-000068.txt : 19991202 0001094328-99-000068.hdr.sgml : 19991202 ACCESSION NUMBER: 0001094328-99-000068 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991201 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: 99767039 BUSINESS ADDRESS: STREET 1: 3900 BIRCH STREET STREET 2: SUITE 111 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7148588800 MAIL ADDRESS: STREET 1: 3900 BIRCH STREET STREET 2: SUITE 111 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 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 SEPTEMBER 30, 1999 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.) 3900 Birch Street, Suite 111, Newport Beach, California 92660 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (949) 833-0261 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 September 30, 1999, the Registrant had 177,666,953 shares of common stock issued and outstanding. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE ITEM 1. FINANCIAL STATEMENTS BALANCE SHEETS AS OF SEPTEBMER 30, 1999 AND JUNE 30, 1999 3 STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 4 STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 5 NOTES TO FINANCIAL STATEMENTS 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 PART II ITEM 1. LEGAL PROCEEDINGS 11 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 11 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11 ITEM 5. OTHER INFORMATION 11 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 24 SIGNATURE 25 PART I. ITEM 1. FINANCAL STATEMENTS. Internet Business's International, Inc. BALANCE SHEETS (Unaudited) June 30, 1999 September 30, 1999 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 82,577 $ 4,059 Accounts Receivable 4,576 187,928 Inventories 0 73,771 Prepaid expenses 308,120 20,875 Total current assets 395,273 286,633 FIXED ASSETS: Equipment 0 196,664 Accumulated Depreciation 0 (163,587) INVESTMENTS: 1,885,000 2,449,562 OTHER ASSETS Note Receivable: Iron Horse Holdings 1,735,000 1,735,000 Total Assets $4,015,273 $4,504,272 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable 28,247 236,004 Taxes Payable 0 201,253 Current Portion of Long-Term Debt 0 54,034 Total current liabilities 28,247 491,561 LONG TERM DEBT: 1,800 25,042 SHAREHOLDERS' EQUITY: Preferred Stock Issued 2,390,000 2,390,000 Common Stock Issued 1,773,030 1,773,394 Additional paid-in capital 356,930 356,930 Retained earnings (deficit) (534,734) (534,734) Current earnings 2,079 Total Shareholders' Equity 3,985,226 3,987,669 Total Liabilities & Shareholders' Equity $4,015,273 $4,504,272 See Accompanying Notes to Financial Statement Internet Business's International, Inc. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Three Months Ended September 30, 1998 September 30, 1999 REVENUES Sales $ 0 $261,581 Interest Income 0 36,521 Discounts and Allowances 0 (2,656) Total Revenues 0 285,446 COST OF SALES 0 205,848 GROSS PROFIT 0 89,598 OPERATING EXPENSES: Selling and distribution 0 0 General and administration 3,488 86,719 Total Operating Expenses 3,488 86,719 OTHER INCOME 2,386 0 NET INCOME (LOSS) $ (1,102) $ 2,879 NET INCOME (LOSS) PER COMMON SHARE $(nil) $ nil WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 158,060,194 177,444,535 See Accompanying Notes to Financial Statement Internet Business's International, Inc. STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended September 30, 1998 September 30, 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $(1,102) $ 2,079 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Changes in assets and liabilities: Accounts receivable 0 (187,928) Inventories 0 (73,771) Equipment 0 (196,664) Accumulated Depreciation 0 163,587 Accrued Taxes 0 135,819 Prepaid expenses 0 (20,875) Accounts payable 0 301,706 Net cash provided by (used in) operating activities (1,102) 123,953 CASH FLOWS FROM INVESTING ACTIVITIES: Internet Investments 0 (231,333) Net cash provided by (used in) investing activities 0 (231,333) CASH FLOWS FROM FINANCING ACTIVITIES: Common Stock Issued 0 (394) Additional Paid-In Capital 0 (185,503) Net cash provided by (used in) financing activities 0 (185,897) NET INCREASE (DECREASE) IN CASH (1,102) (78,517) CASH AND CASH EQUIVALENTS, beginning of period 1,102 82,577 CASH AND CASH EQUIVALENTS, end of period $ 0 $ 4,059 See Accompanying Notes to Financial Statement Internet Business's International, Inc. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 Description of the Business Internet Business's International, Inc. (the "Company") 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 company 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 Company's name to better reflect the Company's operations, this name came to be Internet Business's International. During 1999, the management began to implement the Company'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 Company, 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 Fiscal Year The Company's fiscal year is June 30 year end. Accounts Receivable and Revenues With the new venture for the Company 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 Company'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 Company will not include goodwill in its financial reports. Income Taxes The Company 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 Company 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 Company'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 Issuance's as noted in Note 5-Stock Issuance as per the agreement and actual amount issued which is $110,000. Note 4 Commitments Leases The Company has an operating leases for its facilities. Note 5 Stock Issuance Current Stock Authorized The Company is currently authorized to issue up to 199,000,000 shares of common stock and 1,000,000 of preferred stock. Issued and Outstanding Stock Common Stock. The Company by the end of this Quarter had issued 177,666,953 common shares, of which 126,854,968 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 Company entered into an agreement with Iron Horse Holdings, Inc. (IHHI) where IHHI agreed to buy up to 25,000 of the Company'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 Company 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 Company issued and additional 9,154,999 shares by March 31, 1999. On December 21, 1998 the Company 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 company issued an additional 2,087,791 shares for advertising and site maintenance. By the end of this quarter the company issued an additional 112,667 restricted shares for acquiring additional e-commerce sites for the company, and issuing shares to the former President during his tenure of 251,289 for a total of 363,956. The Company acquired 100% of LA Internet, Inc. in June of 1999 and 100% of the assets of MBM Capital Group, Inc in July of 1999. Following are the unaudited pro forma revenues and net income (loss) for the above company and assets: Twelve Months Ended June 30, 1999 Revenue Operating & Expenses Net Income LA Internet, Inc. $2,500,000 $1,920,000 $580,000 MBM Capital Group, Inc. $1,200,000 $ 960,000 $240,000 Note 6 Extraordinary Income After review by legal counsel about the collect ability of the previous company'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 company'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 Company and notes thereto contained elsewhere in this report. Results of Operations. Revenues for the three month period ended September 30, 1999 of $261,581 increased 100% when compared with revenues of $0 in the prior year comparable period due to the start up of operations of the Company in its new business line in the first calendar quarter of 1999. The gross profits margin of 34.25% for the three months ended September 30, 1999 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 three months reflect the reopening of the business as an internet company. Selling, general, and administrative expenses for the three month ended September 30, 1999 were $86,719 when compared with the $3,488 for the prior year comparable period, again due to the reopening of the new business of the Company. The resulting profit for the three months ended September 30, 1999 was $2,979 when compared with a loss of $1,102 for the same three month period of the previous fiscal year. Liquidity and Capital Resources. Net cash provided by the operations of the Company was $123,953 for the three months ended September 30, 1999 versus cash used in operating activities of $1,102 in the comparable prior year period. Capital Expenditures. No material capital expenditures were made during the quarter ended on September 30, 1999. 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 Company'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 Company, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. The Company currently believes that its systems are Year 2000 compliant in all material respects, its current systems and products may contain undetected errors or defects with Year 2000 date functions that may result in material costs. Although management is not aware of any material operational issues or costs associated with preparing its internal systems for the Year 2000, the Company 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 Company 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 Company's Year 2000 plans are based on management's best estimates. Forward Looking Statements. The foregoing Management's Discussion and Analysis, and the discussion set forth under "Item 5 Other Information," contain "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, and as contemplated under the Private Securities Litigation Reform Act of 1995, including statements regarding, among other items, the Company's business strategies, continued growth in the Company's markets, projections, and anticipated trends in the Company's business and the industry in which it operates. The words "believe," "expect," "anticipate," "intends," "forecast," "project," and similar expressions identify forward-looking statements. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company's control. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, including, among others, the following: reduced or lack of increase in demand for the Company's products, competitive pricing pressures, changes in the market price of ingredients used in the Company's products and the level of expenses incurred in the Company's operations. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained herein will in fact transpire or prove to be accurate. The Company disclaims any intent or obligation to update "forward looking statements". PART II. ITEM 1. LEGAL PROCEEDINGS. The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Company 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. The following matters were submitted to a vote of the Company's stockholders during the first quarter of the fiscal year covered by this report: The Annual Meeting of the shareholders of the Company was held on July 9, 1999. The following matters were approved at this meeting: Election of the three nominated directors; An increase in the number of authorized directors of the Company from four to five; The selection of the independent accountant for the current fiscal year; A reduction in the amount of outstanding shares of common stock of the Company by a one-for-two reverse split of common stock, if the closing trading price of the common stock of the Company reaches or exceeds $1.00 per share on any trading day not later than 180 days from the date of the shareholders meeting; and An Agreement and Plan of Merger of Internet Business's International, Inc., a Delaware corporation, into Internet Business's International, Inc., a Nevada corporation, for the purpose of redomiciling the Company to the State of Nevada. The Agreement and Plan of Merger was approved by a majority of the of the shareholders entitled to vote (appearing either in person or by proxy). This merger was evidenced by the filing of Articles of Merger with the Nevada Secretary of State (effective on June 15, 1999). ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Reports on Form 8-K. Reports on Form 8-K were filed during the first quarter of the fiscal year covered by this Form 10-Q, as follows: (1) Form 8-K filed on July 15, 1999 reflecting the merger described in Item 4 above. (2) Form 8-K filed on August 16, 1999 reflecting the new transfer agent for the Company, and the address for this firm. (b) 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: November 29, 1999 By: /s/ Albert R. Reda Albert R. Reda, Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 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 (see below). 3.2 Certificate of Amendment of Articles of Incorporation (see below). 3.3 Bylaws (see below). 10.1 Consulting Agreement between the Company and Mark Crist (incorporated by reference to Exhibit 4.2 to Form S-8 filed on October 8, 1999) 10.2 Purchase Agreement between the Company and Iron Horse Holdings, Incorporated, dated June 10, 1999 (see below). 10.3 Purchase Agreement between the Company and the Stockholders of MBM Capital Group Inc., dated July 1, 1999 (see below). 21 Subsidiaries of the Company (see below). 27 Financial Data Schedule (see below). EX-3.1 2 ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION OF INTERNATIONAL BUSINESS INDUSTRIES, INC. Know all men by these present that the undersigned has this day for the purpose of forming a corporation under and pursuant to the provisions of Nevada Revised Statutes 78.010 to Nevada Revised Statues 78.090 inclusive, as amended, states and certifies that the articles of incorporation are as follows: First: Name. The name of the corporation is International Business Industries, Inc. (the "Corporation"). Second: Registered Agent and Address. The address of the registered office of the Corporation in the State of Nevada is 3360 West Sahara Avenue, Suite 200, Las Vegas, Nevada 89102. The name and address of the Corporation's registered agent in the State of Nevada is Shawn F. Hackman, at said address, until such time as another agent is duly authorized and appointed by the Corporation. Third: Purpose and Business. The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may now or hereafter be organized under the Nevada Revised Statutes of the State of Nevada, including, but not limited to the following: (a) The Corporation may at any time exercise such rights, privileges, and powers, when not inconsistent with the purposes and object for which this Corporation is organized; (b) The Corporation shall have power to have succession by its corporate name in perpetuity, or until dissolved and its affairs wound up according to law; (c) The Corporation shall have power to sue and be sued in any court of law or equity; (d) The Corporation shall have power to make contracts; (e) The Corporation shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country; (f) The Corporation shall have power to appoint such officers and agents as the affairs of the Corporation shall requite and allow them suitable compensation; (g) The Corporation shall have power to make bylaws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business and the calling and holding of meetings of stockholders; (h) The Corporation shall have the power to wind up and dissolve itself, or be wound up or dissolved; (i) The Corporation shall have the power to adopt and use a common seal or stamp, or to not use such seal or stamp and if one is used, to alter the same. The use of a seal or stamp by the Corporation on any corporate documents is not necessary. The Corporation may use a seal or stamp, if it desires, but such use or non-use shall not in any way affect the legality of the document; (j) The Corporation shall have the power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidence of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for another lawful object; (k) The Corporation shall have the power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidence in indebtedness created by any other corporation or corporations in the State of Nevada, or any other state or government and, while the owner of such stock, bonds, securities or evidence of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any; (l) The Corporation shall have the power to purchase, hold, sell and transfer shares of its own capital stock and use therefor its capital, capital surplus, surplus or other property or fund; (m) The Corporation shall have to conduct business, have one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Nevada and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and in any foreign country; (n) The Corporation shall have the power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation, or any amendments thereof, or necessary or incidental to the protection and benefit of the Corporation and, in general, to carry on any lawful business necessary or incidental to the attainment of the purposes of the Corporation, whether or not such business is similar in nature to the purposes set forth in the Articles of Incorporation of the Corporation, or any amendment thereof; (o) The Corporation shall have the power to make donations for the public welfare or for charitable, scientific or educational purposes; and (p) The Corporation shall have the power to enter partnerships, general or limited, or joint ventures, in connection with any lawful activities. Fourth: Capital Stock. 1. Classes and Number of Shares. The total number of shares of all classes of stock, which the Corporation shall have authority to issue is One Hundred Million (100,000,000), consisting of One Hundred Ninety-Nine Million (199,000,000) shares of common stock, par value of $0.001 per share ("Common Stock"), and One Million (1,000,000) shares of preferred stock, par value of $0.001 per share ("Preferred Stock"). 2. Powers and Rights of Common Stock. (a) Preemptive Right. No shareholders of the Corporation holding Common Stock shall have any preemptive or other right to subscribe for any additional unissued or treasury shares of stock or for other securities of any class, or for rights, warrants or options to purchase stock, or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges unless so authorized by the Corporation. (b) Voting Rights and Powers. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of the Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of the Common Stock standing in his/her name. (c) Dividends and Distributions. (i) Cash Dividends. Subject to the rights of holders of Preferred Stock, holders of Common Stock shall be entitled to receive such cash dividends as may be declared thereon by the Board of Directors from time to time out of assets of funds of the Corporation legally available therefor; (ii) Other Dividends and Distributions. The Board of Directors may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock dividend or split-up of the shares of the Common Stock; (iii) Other Rights. Except as otherwise required by the Nevada Revised Statutes and as may otherwise be provided in these Articles of Incorporation, each share of the Common Stock shall have identical powers, preferences and rights, including rights in liquidation; Fifth: Adoption of Bylaws. In the furtherance and not in limitation of the powers conferred by statute and subject to Article Sixth hereof, the Board of Directors is expressly authorized to adopt, repeal, rescind, alter or amend in any respect the bylaws of the Corporation ("Bylaws"). Sixth: Shareholder Amendment of Bylaws. Notwithstanding Article Fifth hereof, the Bylaws may also be adopted, repealed, rescinded, altered or amended in any respect by the stockholders of the Corporation, but only by the affirmative vote of the holders of not less than seventy-five percent (75%) of the voting power of all outstanding shares of voting stock, regardless of class and voting together as a single voting class. Seventh: Board of Directors. The business and affairs of the Corporation shall be managed by and under the direction of the Board of Directors. Except as may otherwise be provided pursuant to Section 4 or Article Fourth hereof in connection with rights to elect additional Directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, the exact number of Directors of the Corporation shall be determined from time to time by a bylaw or amendment thereto, providing that the number of Directors shall not be reduced to less that two (2). The Directors holding office at the time of the filing of these Articles of Incorporation shall continue as Directors until the next annual meeting and/or until their successors are duly chosen. Eighth: Term of Board of Directors. Except as otherwise required by applicable law, each Director shall serve for a term ending on the date of the third Annual Meeting of Stockholders of the Corporation (the "Annual Meeting") following the Annual Meeting at which such Director was elected. All Directors, shall have equal standing. Not withstanding the foregoing provisions of this Article Eighth, each Director shall serve until his successor is elected and qualified or until his death, resignation or removal; no decrease in the authorized number of Directors shall shorten the term of any incumbent Director; and additional Directors, elected pursuant to Section 4 or Article Fourth hereof in connection with rights to elect such additional Directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, shall not be included in any class, but shall serve for such term or terms and pursuant to such other provisions as are specified in the resolution of the Board or Directors establishing such class or series Ninth: Vacancies on Board of Directors. Except as may otherwise be provided pursuant to Section 4 of Article Fourth hereof in connection with rights to elect additional Directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, newly created directorships resulting from any increase in the number of Directors, or any vacancies on the Board of Directors resulting from death, resignation, removal, or other causes, shall be filled solely by the quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of Directors in which the new directorship was created or the vacancy occurred and until such Director's successor shall have been elected and qualified or until such Director's death, resignation or removal, whichever first occurs. Tenth: Removal of Directors. Except as may otherwise be provided pursuant to Section 4 or Article Fourth hereof in connection with rights to elect additional Directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, any Director may be removed form office only for cause and only by the affirmative vote of the holders of not less than seventy- five percent (75%) of the voting power of all outstanding shares of voting stock entitled to vote in connection with the election of such Director, provided, however, that where such removal is approved by a majority of the Directors, the affirmative vote of a majority of the voting power of all outstanding shares of voting stock entitled to vote in connection with the election of such Director shall be required for approval of such removal. Failure of an incumbent Director to be nominated to serve an additional term of office shall not be deemed a removal from office requiring any stockholder vote. Eleventh: Stockholder Action. Any action required or permitted to be taken by the stockholders of the Corporation must be effective at a duly called Annual Meeting or at a special meeting of stockholders of the Corporation, unless such action requiring or permitting stockholder approval is approved by a majority of the Directors, in which case such action may be authorized or taken by the written consent of the holders of outstanding shares of Voting Stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, provided all other requirements of applicable law these Articles have been satisfied. Twelfth: Special Stockholder Meeting. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by a majority of the Board of Directors or by the Chairman of the Board or the President. Special meeting may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting, within the limits fixed by law. Thirteenth: Location of Stockholder Meetings. Meetings of stockholders of the Corporation may be held within or without the State of Nevada, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision of the Nevada Revised Statutes) outside the State of Nevada at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws. Fourteenth: Private Property of Stockholders. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever and the stockholders shall not be personally liable for the payment of the Corporation's debts. Fifteenth: Stockholder Appraisal Rights in Business Combinations. To the maximum extent permissible under the Nevada Revised Statutes of the State of Nevada, the stockholders of the Corporation shall be entitled to the statutory appraisal rights provided therein, with respect to any business combination involving the Corporation and any stockholder (or any affiliate or associate of any stockholder), which required the affirmative vote of the Corporation's stockholders. Sixteenth: Other Amendments. The Corporation reserves the right to adopt, repeal, rescind, alter or amend in any respect any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by applicable law and all rights conferred on stockholders herein granted subject to this reservation. Seventeenth: Term of Existence. The Corporation is to have perpetual existence. Eighteenth: Liability of Directors. 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. Nineteenth: Name and Address of First Director and Incorporator. The name and address of the Incorporator of the Corporation and the first Director of the Board of Directors of the Corporation which shall be one (1) in number is as follows: Albert Reda 1600 East Desert Inn Road, Suite 102 Las Vegas, Nevada 89109 I, Albert Reda, being the first Director and Incorporator herein before named, for the purpose of forming a Corporation pursuant to the Nevada Revised Statutes of the State of Nevada, do make these Articles, hereby declaring and certifying that this is my act and deed and the facts herein stated are true and accordingly have hereunto set my hand this 4th day of December, 1998. /s/ Albert Reda Albert Reda Verification State of California SS County of Orange On this 4th day of December, 1998, before me, the undersigned, a Notary Public in and for said State, personally appeared Brian F. Faulkner, Esq. personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who subscribed his name to the Articles of Incorporation and acknowledged to me that he executed the same freely and voluntarily and for the use and purposes therein mentioned. By: /s/ Notary Public in and for said County and State Acceptance of Resident Agent I, Shawn F. Hackman, Esq., hereby accept the position as resident agent for International Business Industries, Inc., effective this date: December 7, 1998. /s/ Shawn F. Hackman Shawn F. Hackman, Esq. EX-3.2 3 CERTIFICATE OF AMENDMENT OF AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF INTERNATIONAL BUSINESS INDUSTRIES, INC. I, 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. As of this date, there is no issued or outstanding stock. 3. 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 this Corporation: Article One: The name of this Corporation is: Internet Business's International, Inc. Removal of Article Tenth from the Articles of Incorporation /s/ Albert R. Reda Albert R. Reda, Secretary/Director Verification State of California SS County of Orange On this 30th day of June, 1999, before me, the undersigned, a Notary Public in and for said State, personally appeared Albert R. Reda, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who subscribed his name to the Certificate of Amendment of Articles of Incorporation and acknowledged to me that he executed the same freely and voluntarily and for the use and purposes therein mentioned. By: /s/ Notary Public in and for said County and State EX-3.3 4 BYLAWS BYLAWS OF INTERNATIONAL BUSINESS INDUSTRIES, INC. Article I: Offices The principal office of International Business Industries, Inc. ("Corporation") in the State of Nevada shall be located in Las Vegas, County of Clark. The Corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors my designate or as the business of the Corporation my require from time to time. Article II: Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders shall be held during the first ten (10) days in the month of July in each year, or on such other date during the calendar year as may be designated by the Board of Directors. If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of Directors shall be held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than ten percent (10%) of all the outstanding shares of the Corporation entitled to vote at the meeting. Section 3. Place of Meeting. The Board of Directors my designate any place, either within our without the State of Nevada, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within our without the State of Nevada, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation. Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. Section 5. Closing of Transfer Books or Fixing of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least fifteen (15) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than thirty (30) days and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such lists shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his or duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors my be had by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting. Section 10. Voting of Shares by Certain Holders. Shares standing in the name of another Corporation may be voted by such officer, agent or proxy as the Bylaws of such Corporation may prescribe or, in the absence of such provision, as the Board of Directors of such Corporation may determine. Shares held by an administrator, executor, guardian or conservator my be voted by him either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to the Corporation shall not be voted directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Section 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Article III: Board of Directors Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. Section 2. Number, Tenure and Qualifications. The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Each Director shall hold office until the next annual meeting of shareholder and until his successor shall have been elected and qualified. Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution. Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them. Section 5. Notice. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United Sates mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Directors may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 6. Quorum. A majority of the number of Directors fixed by Section 2 of the Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 8. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors. Section 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders. Section 10. Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a Director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof. Section 11. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. Article IV: Officers Section 1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may be Directors or shareholders of the Corporation. Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deed, mortgages, bonds, contract, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by there Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 6. Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors, If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Directors. If no such rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having the first rank. Section 7. Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors in one or more minute books provided for the purpose; (b) see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President certificates for share of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine. Section 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Article V: Indemnity 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. (1) 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; (2) 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 (3) 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. Article VI: Contracts, Loans, Checks, and Deposits Section 1. Contracts. The Board of Directors may authorize any office or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Article VII: Certificates for Shares and Their Transfer Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, expect that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes, Provided, however, that upon any action undertaken by the shareholder to elect S Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the Bylaws so long as said agreements is in force and effect. Article VIII: Fiscal Year The fiscal year of the Corporation shall begin on the 1st day of July and end on the 30th day of June of each year. Article IX: Dividends The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and condition provided by law and its Articles of Incorporation. Article X: Corporate Seal The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal." Article XI: Waiver of Notice Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the Corporation under the provision of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Article XII: Amendments These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors, or by the shareholder as any regular or special meeting of the shareholders. The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 1st day of June, 1999. /s/ Arnold Sock Arnold Sock, Director /s/ Albert R. Reda Albert R. Reda, Director /s/ Louis Cherry Louis Cherry, Director EX-10.2 5 PURCHASE AGREEMENT PURCHASE AGREEMENT THIS AGREEMENT is made as of the 10th day of June 1999 by and between Iron Horse Holdings, Incorporated ("IHHI"), a Nevada Corporation, located at 8635 W. Sahara Ave. Suite 433, Las Vegas, Nevada, 89117, and Internet Business's International, Inc., a Nevada corporation ("IBUI"), located at 3900 Birch Street, Suite 111, Newport Beach, California 92660. THE PARTIES AGREE AS FOLLOWS: 1. Agreement. 1.1 Subject to the terms and conditions of this Agreement, IBUI agrees to pay at closing $525,000.00 for, IHHI's Internet Service Provider, LAInternet. com ("LAI"). The payments will be as follows; credit on the note that is owed by IHHI to IBUI. This credit is to be effective June 1, 1999. Any interest that was owed by IHHI to IBUI on that portion of the credit that is to be received by IHHI is to be treated as part of the consideration paid by IBUI for the LAInternet.com an ISP. 1.2 Closing: The closing shall take place on or before June 10th, 1999 or at such other time and place as IHHI and IBUI mutually agree upon in writing (which time and place are designated as the "Closing"). At the Closing, IHHI, shall deliver to IBUI, all documents necessary to transfer ownership and title to the ISP, LAI, and all LAI customer lists, all LAI customer accounts, all LAI customer contracts and paperwork pertaining thereto, LAI trademarks, LAI and related licenses, LAI software copyrights, LAI text copyrights, all rights in and to the domain name lainet.com, LAI and related operating manuals, scripts and programs, and graphics and words, LAI accounting systems, and the LAI database. 2. Representations and Warranties of IHHI Except as expressly set forth in any Schedule of Exceptions furnished to the Parties with respect to the subparagraphs hereof, IHHI hereby represents and warrants to the Parties the following: 2.1 Organization, Good standing and Qualification: IHHI is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted. IHHI. 2.2 Subsidiaries: IHHI does presently own or control, directly or indirectly, other interests in other corporations. 2.3 Litigation: There is no action, suit proceeding or investigation currently threatened against IHHI which questions the validity of this Agreement or the right of IHHI to enter into it, or to consummate the transactions contemplated hereby, or which might result, in the aggregate, in any material adverse changes in the assets, conditions, affairs or prospects of IHHI. IHHI is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. 2.4 Title to Property and Assets: IHHI owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and which do not materially impair IHHI's ownership or use of such property or assets. With respect to the property and assets it leases, IHHI is in compliance with such leases and, to the best of IHHI's knowledge, holds a valid leasehold interest free and clear of any liens, claims, or encumbrances. 2.5 Changes: Since June 1, 1999 there has not been: any change in the assets, liabilities, financial condition or operating results of IHHI, except changes in the ordinary course of business which have not been, in the aggregate, materially adverse; any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of IHHI any waiver by IHHI of a valuable right or material debt owed to it; any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by IHHI, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of IHHI; or any change or amendment to a material contract or arrangement by which IHHI or any of its assets or properties is bound or subject. 2.6 Absence of Undisclosed Liabilities: IHHI has no material liabilities or obligations, either accrued or unaccrued, fixed or contingent, which have not been disclosed. 2.7 Tax Returns and Audits: IHHI has filed as required, on a timely basis, all income, franchise and other tax returns and reports of every nature required to be filed by it, accurately reflecting any and all operating losses, tax credit carryovers and carry-backs, and taxes owing to the United States, or any other government or any subdivision thereto domestic or foreign, state or local, or any other taxing authority, and has paid in full all taxes shown on said returns to be due and owing. There are and hereafter be no tax deficiencies (including penalties and interest) of any kind assessed against IHHI, with respect to any taxable periods ending on or before the Closing, other than tax deficiencies relating solely to an election (or deemed election) pursuant to Section 338 of the Internal Revenue Code of 1986, as amended, with respect to the exchange of assets for shares of stock of IHHI or other transfer of ownership of IHHI occurring on or prior to the Closing which the Parties hereto agree shall not be treated as a liability of IHHI or a breach of or a misstatement in any representation or warranty of IHHI made herein. 3. Representations and Warranties of the Parties Except as expressly set forth in any Schedule of Exceptions furnished to the IHHI with respect to the subparagraphs hereof, the Parties hereby, jointly and severally, represent and warrant to IHHI the following: 3.1 Authorization: All action on the part of the Parties necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Parties hereunder has been taken or will be taken prior to the Closing, and this Agreement constitutes a valid and legally binding obligation of the Parties, enforceable in accordance with its terms. 3.2 Litigation: There is no action, suit proceeding or investigation currently threatened against IBUI which questions the validity of this Agreement or the right of the parties to enter it, or to consummate the transactions contemplated hereby. 3.3 Good Title: At Closing, IBUI will deliver to IHHI an acknowledgment with respect to the ISP LAI, that IHHI is the registered owner, on the books and records of the LAI. 4. Conditions of the Obligations of IHHI at Closing: The obligations of IHHI under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 4.1 Representations and Warranties of IHHI: The representations and warranties of IHHI contained in Section 2 hereof shall be as and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing. 4.2 Performance by IHHI: IHHI shall have conformed with all agreements, obligations and conditions contained in this Agreement to which it is subject on or before Closing. 5. Conditions of the Obligations of the Parties at Closing. The obligations of the Parties under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 5.1 Representations and Warranties of the Parties: The representations and warranties of the Parties contained in Section 3 hereof shall be true on and as of the closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing. 5.2 Performance by the Parties: The Parties shall have conformed with all agreements, obligations and conditions contained in this Agreement to which they are subject on or before Closing. 6. Survival of Representations and Warranties and Indemnification. 6.1 Survival of Representations and Warranties: Not with standing the Closing of this Agreement, the representations and warranties of IHHI and the Parties contained in this agreement shall survive the Closing until the date one (1) year after the date of the Closing, provided, however, that as to any breach, or misstatement in, any misrepresentation or warranty as to which the Parties have given notice to IHHI or has given notice to the Parties on or prior to the expiration of such (1) year period, the same shall continue to survive beyond said period, but only as to the matters contained in such notice. 6.2 Indemnification by IHHI: IHHI covenants and agrees to hold IBUI harmless from any and all costs, expenses, losses, damages, and liabilities incurred or suffered directly or indirectly by IBUI (including reasonable legal fees and costs) proximately resulting from or attributable to the material breach of, or a material misstatement in, any one or more of the representations or warranties of IHHI made in or pursuant to this Agreement. Not with standing any other provision of this Agreement, the Parties acknowledge and agree that no representation of IHHI hereunder or omission from this Agreement or its schedules shall be deemed materially misleading and no warranty hereunder by IHHI shall be deemed breached if IBUI have obtained accurate information regarding the matter prior to Closing. 6.3 Indemnification by IBUI: IBUI jointly and severally covenant agree to hold IHHI harmless from any and all costs, expenses, losses, damages, and liabilities incurred or suffers directly or indirectly by IHHI (including reasonable legal fees and costs) proximately resulting from or attributable to the material breach of or a material misstatement in, any one or more of the representations or warranties of IBUI made in pursuant to this Agreement. Not with standing any other provision of this Agreement, IHHI acknowledges and agrees that no representation of IBUI hereunder or omission from this Agreement or its schedules shall deemed materially misleading and no warranty hereunder by IBUI shall be deemed breached if IHHI has obtained accurate information regarding the matter prior to Closing. 6.4 Defense Against Asserted Claims: If any claim or assertion of liability is made by a third party against a party indemnified pursuant to this Section 6 (the "Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto (the "Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or assertion of liability and request the Indemnifying Party to defend same. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect of such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. All Parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the other with respect to such defense. 7. Miscellaneous 7.1 Successors and Assigns: The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of IHHI and the Parties, respectively. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 7.2 Governing Laws: The laws of the state of Nevada shall govern the rights and liabilities of the Parties to this Agreement and the validity, construction, and interpretation thereof 7.3 Counterparts: This Agreement may be executed in two or more countertops, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.4 Titles and Subtitles: The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing this Agreement. 7.5 Notices: Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the Party to be notified or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the Party to be notified at the address indicated for such Party in this Agreement, which is incorporated herein by references, or at such other address as such party may designate by ten (10) days advance written notice to the other parties. 7.6 Finders' Fee: Each party represents that it neither is nor will be obligated for any finders' fee nor commission in connection with this transaction, other then those already agreed to. 7.7 Expenses: Each party shall pay its or his respective costs and expenses incurred with respect to the negotiation, execution, delivery and performance of this Agreement. 7.8 Joint and Several: Whenever any party undertakes any joint and several covenant, agreement, representation, warranty, waiver and/or other obligation under this Agreement, the breach by any party to the joint and several undertaking shall be deemed to be breached by all Parties to that undertaking and any Party aggrieved by any such breach may proceed at its sole and absolute discretion against any one or more or all of the Parties bound by that joint and several undertaking. 7.9 Amendments and Waivers: Any term of this Agreement may be amended and the observance of any terms of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of all Parties hereto. 7.10 Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. IN WITNESS WHEREOF, the parties have executed this Agreement effective the 10th day of June 1999. INTERNET BUSINESS'S INTERNATIONAL, INC. (A Delaware Corporation) /s/ Arnold Sock By: Arnold Sock, President IRON HORSE HOLDINGS INCORPORATED (A Nevada Corporation) /s/ James Wilson By: James Wilson, President EX-10.3 6 PURCHASE AGREEMENT PURCHASE AGREEMENT THIS AGREEMENT is made as of the 1st day of July 1999 by and between the Stockholders of MBM Capital Group Inc., a Nevada Corporation, ("SOFMBM"), located at P.O. Box 5068, Laguna Beach, California 92652 and Internet Business's International, Inc. ("IBUI"), located at 3900 Birch Street, Suite 111, Newport Beach, California 92660. THE PARTIES AGREE AS FOLLOWS: 1. Agreement. 1.1 Subject to the terms and conditions of this Agreement, IBUI agrees to pay at closing $72,000.00 cash plus up to 500,000 shares (prorated based upon income) for, SOFMBM's (MBM Capital Groups Inc.) production facility, and commerce site. The payments will be as follows; $72,000.00 cash on closing and the stock of IBUI restricted as per rule 144 within 45 days of closing (based upon the agreed to pro ration formula). 1.2 Closing: The closing shall take place on or before July 10th, 1999 or at such other time and place as SOFMBM and IBUI mutually agree upon in writing (which time and place are designated as the "Closing"). At the Closing, SOFMBM, shall deliver to IBUI, all documents necessary to transfer ownership and title to the MBM, and all MBM customer lists, all MBM customer accounts, all MBM customer contracts and paperwork pertaining thereto, MBM trademarks, MBM and related licenses, MBM software copyrights, MBM text copyrights, all rights as applicable in and to the domain name, MBM and related operating manuals, scripts and programs, and graphics and words, MBM accounting systems, and the MBM database. 2. Representations and Warranties of SOFMBM Except as expressly set forth in any Schedule of Exceptions furnished to the Parties with respect to the subparagraphs hereof, SOFMBM hereby represents and warrants to the Parties the following: 2.1 Organization, Will Be In Good standing: MBM is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted. SOFMBM. 2.2. Subsidiaries: SOFMBM does presently own or control, directly or indirectly, other interests in other corporations. 2.3 Litigation: There is no action, suit proceeding or investigation currently threatened against the SOFMBM which questions the validity of this Agreement or the right of SOFMBM to enter into it, or to consummate the transactions contemplated hereby, or which might result, in the aggregate, in any material adverse changes in the assets, conditions, affairs or prospects of SOFMBM. SOFMBM is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. 2.4 Title to Property and Assets: SOFMBM owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and which do not materially impair SOFMBM's ownership or use of such property or assets. With respect to the property and assets it leases, SOFMBM is in compliance with such leases and, to the best of SOFMBM's knowledge, holds a valid leasehold interest free and clear of any liens, claims, or encumbrances. 2.5 Changes: Since 6/1/99 there has not been, any change in the assets, liabilities, financial condition or operating results of SOFMBM, except changes in the ordinary course of business which have not been, in the aggregate, materially adverse; 2.6 Absence of Undisclosed Liabilities: SOFMBM has no material liabilities or obligations, either accrued or unaccrued, fixed or contingent, which have not been disclosed. 3. Representations and Warranties of the Parties Except as expressly set forth in any Schedule of Exceptions furnished to the SOFMBM with respect to the subparagraphs hereof, the Parties hereby, jointly and severally, represent and warrant to SOFMBM the following: 3.2 Authorization: All action on the part of the Parties necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Parties hereunder has been taken or will be taken prior to the Closing, and this Agreement constitutes a valid and legally binding obligation of the Parties, enforceable in accordance with its terms. 3.4 Litigation: There is no action, suit proceeding or investigation currently threatened against IBUI which questions the validity of this Agreement or the right of the parties to enter it, or to consummate the transactions contemplated hereby. 3.5 Good Title: At Closing, IBUI will deliver to SOFMBM an acknowledgment with respect to the MBM, that SOFMBM is the registered owner, on the books and records of the MBM. 4. Conditions of the Obligations of SOFMBM at Closing: The obligations of SOFMBM under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 4.1 Representations and Warranties of SOFMBM: The representations and warranties of SOFMBM contained in Section 2 hereof shall be as and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing. 4.2 Performance by SOFMBM: SOFMBM shall have conformed with all agreements, obligations and conditions contained in this Agreement to which it is subject on or before Closing. 5. Conditions of the Obligations of the Parties at Closing. The obligations of the Parties under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 5.1 Representations and Warranties of the Parties: The representations and warranties of the Parties contained in Section 3 hereof shall be true on and as of the closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing. 5.2 Performance by the Parties: The Parties shall have conformed with all agreements, obligations and conditions contained in this Agreement to which they are subject on or before Closing. 6. Survival of Representations and Warranties and Indemnification. 6.1 Survival of Representations and Warranties: Not with standing the Closing of this Agreement, the representations and warranties of SOFMBM and the Parties contained in this agreement shall survive the Closing until the date one (1) year after the date of the Closing, provided, however, that as to any breach, or misstatement in, any misrepresentation or warranty as to which the Parties have given notice to SOFMBM or has given notice to the Parties on or prior to the expiration of such (1) year period, the same shall continue to survive beyond said period, but only as to the matters contained in such notice. 6.2 Indemnification by SOFMBM: SOFMBM covenants and agrees to hold IBUI harmless from any and all costs, expenses, losses, damages, and liabilities incurred or suffered directly or indirectly by IBUI (including reasonable legal fees and costs) proximately resulting from or attributable to the material breach of, or a material misstatement in, any one or more of the representations or warranties of SOFMBM made in or pursuant to this Agreement. Not with standing any other provision of this Agreement, the Parties acknowledge and agree that no representation of SOFMBM hereunder or omission from this Agreement or its schedules shall be deemed materially misleading and no warranty hereunder by SOFMBM shall be deemed breached if IBUI have obtained accurate information regarding the matter prior to Closing. 6.3 Indemnification by IBUI: IBUI jointly and severally covenant agree to hold SOFMBM harmless from any and all costs, expenses, losses, damages, and liabilities incurred or suffers directly or indirectly by SOFMBM (including reasonable legal fees and costs) proximately resulting from or attributable to the material breach of or a material misstatement in, any one or more of the representations or warranties of IBUI made in pursuant to this Agreement. Not with standing any other provision of this Agreement, SOFMBM acknowledges and agrees that no representation of IBUI hereunder or omission from this Agreement or its schedules shall deemed materially misleading and no warranty hereunder by IBUI shall be deemed breached if SOFMBM has obtained accurate information regarding the matter prior to Closing. 6.4 Defense Against Asserted Claims: If any claim or assertion of liability is made by a third party against a party indemnified pursuant to this Section 6 (the "Indemnified Party") based on any liability or absence of right which, if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto (the "Indemnifying Party") the Indemnified Party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or assertion of liability and request the Indemnifying Party to defend same. The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect of such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the Indemnifying Party or its counsel fails to use reasonable care in maintaining such defense, the Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. All Parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the other with respect to such defense. 7.Miscellaneous 7.1 Successors and Assigns: The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of SOFMBM and the Parties, respectively. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 7.2 Governing Laws: The laws of the state of Nevada shall govern the rights and liabilities of the Parties to this Agreement and the validity, construction, and interpretation thereof 7.3 Counterparts: This Agreement may be executed in two or more countertops, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.4 Titles and Subtitles: The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing this Agreement. 7.5 Notices: Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the Party to be notified or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the Party to be notified at the address indicated for such Party in this Agreement, which is incorporated herein by references, or at such other address as such party may designate by ten (10) days advance written notice to the other parties. 7.6 Finders' Fee: Each party represents that it neither is nor will be obligated for any finders' fee nor commission in connection with this transaction, other then those already agreed to. 7.7 Expenses: Each party shall pay its or his respective costs and expenses incurred with respect to the negotiation, execution, delivery and performance of this Agreement. 7.8 Joint and Several: Whenever any party undertakes any joint and several covenant, agreement, representation, warranty, waiver and/or other obligation under this Agreement, the breach by any party to the joint and several undertaking shall be deemed to be breached by all Parties to that undertaking and any Party aggrieved by any such breach may proceed at its sole and absolute discretion against any one or more or all of the Parties bound by that joint and several undertaking. 7.9 Amendments and Waivers: Any term of this Agreement may be amended and the observance of any terms of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of all Parties hereto. 7.10 Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. IN WITNESS WHEREOF, the parties have executed this Agreement effective the 1st day of July 1999. INTERNET BUSINESS'S INTERNATIONAL, INC. (A Delaware Corporation) /s/ Albert Reda By: Albert Reda, CEO Stock Holders of MBM Capital Group Inc /s/ . By: Attorney in Fact EX-21 7 SUBSIDIARIES OF THE COMPANY SUBSIDIARIES OF THE COMPANY LA Internet, Inc., a California corporation. EX-27 8 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 3-MOS JUN-30-2000 JUL-01-1999 SEP-30-1999 4,059 0 187,928 0 73,771 286,633 196,664 163,587 4,504,272 491,561 0 0 2,390,000 1,773,000 3,987,669 4,504,272 261,581 285,446 205,848 205,848 86,719 0 0 2,879 0 2,879 0 0 0 2,879 .00 .00
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