-----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, QRwcnbEqMOdc/f91jDUCL5cRdEH7t+gXbvVJ2lRRRHIUxfiIqhJILSD/GmjOQLrN 7RaXPFCzBzpMLFg7UiVy4g== 0001176721-03-000121.txt : 20030909 0001176721-03-000121.hdr.sgml : 20030909 20030909160056 ACCESSION NUMBER: 0001176721-03-000121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030902 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030909 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20259 FILM NUMBER: 03888138 BUSINESS ADDRESS: STREET 1: 4634 SOUTH MARYLAND PARKWAY SUITE 101 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7029680008 MAIL ADDRESS: STREET 1: 4634 SOUTH MARYLAND PARKWAY SUITE 101 CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL FOOD & BEVERAGE INC /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 mainbody.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported event): September 2, 2003 Internet Business International, Inc. (Exact name of registrant as specified in its charter) Nevada 0-20259 33-0845463 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2250 E. Tropicana Ave., Suite 19-309 Las Vegas, Nevada 89119 (Address of principal executive offices) (Zip Code) (702) 588-2387 Registrant's telephone number, including area code None (Former name or former address, if changed since last report) ITEM 5. OTHER INFORMATION. Internet Business International, Inc. (the "Company") previously reported that it had sold the Ace Optics division of the Company to DCM Enterprises, Inc. Whereas the Ace Optics division has subsequently failed as a business venture, the Company and DCM Enterprises, Inc have entered into an agreement to resolve the dispute regarding shares common stock issued to the Company pursuant to the terms of the Asset Purchase Agreement dated June 17, 2002. The Agreement is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description 99.1 Agreement dated August 22, 2003 by and between Internet Business International, Inc. and DCM Enterprises, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERNET BUSINESS INTERNATIONAL, INC. Date: September 4, 2003 By: /s/Albert R. Reda Albert R. Reda Chief Executive Officer EX-99.1 3 doc2.txt AGREEMENT EXHIBIT 99.1 AGREEMENT --------- This Agreement is made this 22nd day of August 2003, by and between Internet Business's International, Inc. ("Seller") and DCM Enterprises, Inc. ("Buyer"). Buyer desires to obtain from Seller an alternative company from Seller since Ace Optics ceased operations immediately after the acquisitions of it by Buyer. In lieu of an alternative Company the Buyer and Seller agree that the balance of the DCME stock received by the Seller will be returned to the Buyer. Therefore; Seller and Buyer are hereinafter agreed to according to them following terms below: Term of Agreement; Seller hereby agrees to either return the balances of the - ------------------- stock (1,517,264 shares of DCME) received from Buyer within 6 months from date of agreement or provide a new Company of equal value to the Buyer. If new Company is presented to Buyer and is accepted by buyer then the following conditions will apply. 1. Price Per Share for Determination of Equity; The minimum evaluation ---------------------------------------------- price of the Common Shares of DCME held by Seller covered by the Agreement shall be Fifty Cents ($.50) per share. This is equal to $760,000 for evaluation of equity for new Company sold to Buyer. 2. Equity Difference Based if any for New Company; Equity difference if ------------------------------------------------ any will be paid to Buyer either in cash, note, Preferred Stock, or return of the difference in value with DCME stock based upon $.50 per share. The cash, issuance of note, Preferred Stock, and or return of DCME stock will be paid or issued after the 6th month from date of this agreement. 3. Term of Note if Applicable; The notes value will be based upon the ------------------------------ equity difference of the new Company and the agreed value of the stock, which is $760,000, secured by the assets of the Seller. The note will be all due and payable within 18 months from date of this agreement. It will bear an interest rate of 5% per annum and accrued interest will be paid quarterly. 4. Term of Preferred Stock if Applicable; The Preferred Stock will be ----------------------------------------- convertible into Common stock at the end of 12 months from date of issuance. The number of common share that are required to convert into the dollar value of the Preferred Stock will be based upon a ten day closing average of the price per share of that the common stock traded. The ten trading day average will be the ten trading days just prior to end of the 12 month term. The Preferred Stock will earn an interest rate of 5% per annum, with interest paid quarterly. Representations of Seller and Buyer; Both Seller and Buyer represent and warrant - ------------------------------------ that it has taken all corporate action and received all corporate authority required, including approval of its Board of Directors, to enter into this Agreement. In Case of Dispute The laws of the state Nevada will govern in case of dispute. - ------------------- IN WITNESS WHEREOF, Seller and Buyer have duly executed this Agreement on the date and year first above set forth. Seller Buyer Internet Business's International, Inc. DCM Enterprises. Inc. By:/s/Albert R. Reda By:/s/ Matt Sebal Its: CEO Its: President -----END PRIVACY-ENHANCED MESSAGE-----