-----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, GlrWBHFuES1k5w+xPuhY+ONvCU7VpplFnAfKtDUz1hYXpKHmnb6THOfN6N5HUITh I9RvyIYOIyt9ORrsPmmv+Q== 0001176721-04-000307.txt : 20040707 0001176721-04-000307.hdr.sgml : 20040707 20040707153511 ACCESSION NUMBER: 0001176721-04-000307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040706 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET BUSINESS INTERNATIONAL INC CENTRAL INDEX KEY: 0000880584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] 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: 04904323 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 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 event reported) July 6, 2004 Internet Business's International, Inc. (Exact name of registrant as specified in its charter) Nevada 33-0845463 (State or other (IRS Employer jurisdiction of incorporation) Identification No.) 2250 East Tropicana, Suite 19-309, Las Vegas, Nevada 89119 (Address of Principal Executive Offices) Registrant's Telephone Number, Including Area Code: (775) 588-2387 None (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS Internet Business's International, Inc. (the "Company") expects to complete the establishment of its creditor trust today, July 6, 2004. Pursuant to the terms and conditions of the trust agreement, shares of the Company's common stock will be transferred in trust to KFC LLC, which has accepted the appointment as trustee. The Internet Business's International, Inc. Creditor Trust has been established to return the maximum amount to beneficiaries and to allow the Company to continue to operate without interruption. Following the submission of claims and validation of such claims, the trustee will liquidate the trust property and distribute the proceeds to the trust beneficiaries in a manner the trustee deems most beneficial. A copy of the trust agreement is attached hereto as Exhibit 99.1. ITEM 7. EXHIBITS (c) Exhibits Exhibit No. Description ----------- 99.1 Internet Business's International, Inc. Creditor Trust SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. INTERNET BUSINESS'S INTERNATIONAL, INC. Date: July 6, 2004 By /s/ Albert R. Reda --------------------- Albert R. Reda President EX-99.1 2 doc2.txt IBII CREDITOR TRUST Exhibit 99.1 INTERNET BUSINESS'S INTERNATIONAL, INC CREDITOR TRUST
INTERNET BUSINESS'S INTERNATIONAL, INC CREDITOR TRUST TABLE OF CONTENTS Page Article I. PURPOSES 3 Section 1.01 Primary Objectives. 3 Section 1.02 Use of Assets of Creditor Trust Estate 3 Article II. DECLARATIONS 3 Section 2.01 Irrevocability 3 Section 2.02 Conveyance to Trustee 3 Section 2.03 Trustee Refusal 4 Section 2.04 Name of Trust 4 Section 2.05 Identity of Creditor Trust Estate 4 Section 2.06 Identity of Parties 4 Section 2.07 Trustee, Successor Trustees and Scope of Authority 5 Section 2.08 Trust Protector, Successors and Scope of Authority 6 Article III. DISTRIBUTIONS 7 Section 3.01 Distribution or Accumulated of Trust Principal 7 Section 3.02 Termination of Trust 7 Section 3.03 Distribution Upon Termination 7 Section 3.04 Complete Distribution 7 Article IV. POWERS OF TRUSTEE 7 Article V. GENERAL PROVISIONS 9 Section 5.01 No Contest Provision 9 Section 5.02 Spendthrift Trusts 9 Section 5.03 Reports to Beneficiaries 9 Section 5.04 Trusts to Include Shares or Partial Shares 10 Section 5.05 Law for Construction of Trusts 10 Section 5.06 Headings 10 Section 5.07 Disclaimers 10 Section 5.08 Invalidity of Any Provision 10 Section 5.09 Singular and Plural Interchangeable 10 Section 5.10 Trustee Fees 10 Section 5.11 Trust Protector Fees. 10 SIGNATURES 11 Addendum I 12 Asset Exhibit 13
INTERNET BUSINESS'S INTERNATIONAL, INC. CREDITOR TRUST This Trust Agreement (this "Agreement") is made effective as of July __, 2004, by and between "Internet Business's International, Inc a Nevada Corporation", herein referred to as the Settlor, and the individual and/or corporation as listed in "Addendum I" shall be herein referred to as the Trustee. The terms "Creditor Trust" or "Creditor Trust Estate" shall refer to the assets to be administered pursuant to this Agreement. Settlor declares that: ARTICLE I. PURPOSES The Settlor has established the Trust to accomplish the following objectives and all of the provisions of this Agreement should be interpreted in a manner consistent with the following objectives: SECTION 1.01 PRIMARY OBJECTIVE. ------------------ Settlor desires to establish a Creditor Trust to be administered by the Trustee pursuant to the terms of this Agreement from which income and/or principal can be distributed to or applied for the benefit of a class identified as the Beneficiaries. The establishment of this Trust does not deem that the Settlor is neither insolvent nor is it an assignment for the benefit of Creditors. SECTION 1.02 USE OF ASSETS OF CREDITOR TRUST ESTATE. --------------------------------------------- It is the Settlor's intention that the assets of the Creditor Trust Estate be accumulated for the benefit of the Beneficiaries and that such assets may, based upon settlement agreements approved by the Trustee, be used to provide for payment of Approved Creditors of the Settlor, herein referred to as Beneficiaries. ARTICLE II. DECLARATIONS SECTION 2.01 IRREVOCABILITY. --------------- This Agreement and all interests in it are irrevocable and neither the Settlor nor any of the Beneficiaries shall have any power to alter, amend, revoke, or terminate the Trust or any of its provisions or interest, whether under the terms of this Trust or any statute or other rule of law. The only way in which this Agreement may be altered or amended is pursuant to the power granted to the Trust Protector. SECTION 2.02 CONVEYANCE TO TRUSTEE. ------------------------ Settlor hereby irrevocably transfers, sets over, assigns, and conveys, without consideration, to the Trustee named in this Agreement all the property described in the attachment to this Agreement and marked as "Asset Exhibit". The Settlor or any other person or entity, with the exception of class identified as Beneficiaries, may also transfer or convey additional property to the Trustee at any time to be held and administered according to the terms of this Agreement. Except as modified by the provisions of this Agreement, the Trustee shall have all the interests, rights, powers, options, incidents of ownership, advantages, titles, benefits and privileges which the Settlor now has or hereafter may have in and to said property. SECTION 2.03 TRUSTEE REFUSAL. ----------------- Trustee may refuse to pay any of the Beneficiaries if they bring legal action against the Trust. SECTION 2.04 NAME OF TRUST. --------------- This trust shall be known as the: INTERNET BUSSINESS'S INTERNATIONAL, INC CREDITOR TRUST SECTION 2.05 IDENTITY OF CREDITOR TRUST ESTATE. ------------------------------------- All assets described in the attached "Asset Exhibit", any other property that may hereafter be transferred or conveyed to and received by the Trustee to be held pursuant to the terms of this Agreement and any accrued and undistributed income from property transferred to the Trustees is herein referred to as the "Trust Estate" and shall be held, administered and distributed by the Trustee as provided in this Agreement. SECTION 2.06 IDENTITY OF PARTIES. --------------------- As used in this Agreement: A. The term "Settlor" shall refer to Internet Business's International, Inc. and any other corporation and/or individual as listed in "Addendum I". B. The term "Trustee" shall refer to, the individual and /or corporation as listed in "Addendum I", when serving as Trustee or to any other individual or corporate trustee then serving in that position pursuant to the terms of this Agreement. C The term "Trust Protector" shall refer to the individual and/or corporation and, or to any other individual or entity then serving in that position pursuant to the terms of this Agreement as listed in "Addendum I". D. The term "Beneficiary" shall refer to "Approved Creditors" whose debt as a "Creditor" has been approved by the Trustee for payment. E. The term "Creditor" shall refer to a debt of the Settlor, of which the amount claimed as owed may be in dispute with the Settlor, and whose debt has not been approved by the Trustee. F. The term "Claimant" shall refer to a potential creditor that may have a judgment obtained through the courts and or may have brought suit to perfect a potential claim which the Settlor maybe be appealing the judgment and or defending against the suit in the courts. G. Beneficiary, Creditor and Claimant are collectively referred to herein as "Beneficiaries". SECTION 2.07 TRUSTEE, SUCCESSOR TRUSTEES AND SCOPE OF AUTHORITY. -------------------------------------------------------- A. The individual and/ or corporation as listed in "Addendum I", or its successor, shall serve as Trustee. B. The Trust Protector shall name a successor Trustee in the event that the Trustee, as listed in "Addendum I", and/or its successor, should resign or otherwise be unable to serve as Trustee. C. The Trust Protector may also remove and replace the Trustee then serving and name a successor Trustee to serve in its place by giving a thirty-day written notice to the Trustee then serving and including with that notice the executed consent of the Trustee named as a replacement. D. The Trustee shall invest and manage the assets of the Trust Estate except that it shall not make any investments, other than investing cash into a cash sweep account drawing interest. E. The Trustee may make distributions pursuant to the specific settlement agreements that a have been reached with a Creditor of the Settlor, when that Creditor is then listed as a Beneficiary of this Trust. F. When Trustee receives any request to make a distribution, the Trustee may delay any such action until it has confirmation that it has good funds from which to make such distribution. G. The Trustee shall prepare and file the Fiduciary Income Tax return annually as required by the Internal Revenue Code. H. Any Trustee then serving shall have all of the powers and duties assigned and conferred on the Trustee under the terms of this Agreement and shall be subject to the limitations on its authority as outlined above. I. No Trustee then serving shall be liable for any action taken pursuant to the written settlement agreements while serving as Trustee. J. No successor Trustee shall be liable for any act, omission, or default of a predecessor Trustee. No successor Trustee shall have any duty to investigate or review any action of a predecessor Trustee and may accept all the records of the predecessor Trustee, including the accounting records that disclose the assets of the Trust, without further investigation and without incurring any liability to any person who shall claim or have an interest in the trust. K. No bond or other security is required of any of those named as Trustee or successor Trustee, notwithstanding any provisions of law to the contrary. SECTION 2.08 TRUST PROTECTOR, SUCCESSORS AND SCOPE OF AUTHORITY. --------------------------------------------------------- A. The individual and/or corporation as listed in "Addendum I" shall serve as the Trust Protector. B. The Trust Protector may name a successor Trust Protector to serve in the event that he or she should become unable or unwilling to serve in that capacity. C. In the event that the Trust Protector then serving becomes unable or unwilling to serve in that capacity and he or she has not named a successor Trust Protector, the Settlor shall nominate a successor Trust Protector subject to confirmation by a Court of proper jurisdiction. No individual or entity who has contributed assets to the Trust Estate nor any individual or entity who is a member of the class identified as Beneficiaries shall serve as the Trust Protector. D. Not successor Trust Protector shall be liable for any act, omission, or default of a predecessor. No successor Trust Protector shall have any duty to investigate or review any action of a predecessor and may accept all the records of the predecessor without further investigation and without incurring any liability to any person who shall claim or have an interest in the Trust. E. The Trust Protector and any successor Trust Protector then serving shall have the authority to remove and/or replace the Trustee, then serving. G. The Trust Protector shall also have the authority to amend or alter the Agreement so long as any such amendment or alteration is in writing, so long as the amendment or alteration does not change the stated objectives of the Settlor in establishing the Trust and, to the extent that the duties, responsibilities or possible liability of the Trustee may be adversely affected, the amendment or alteration is approved by the Trustee then serving. H. The Trust Protector may even terminate the Trust if, in the judgment of the Trust Protector, the Trust can no longer meet the stated objectives of the Settlor in establishing the Trust. I. No bond or other security is required of any of those named as Trust Protector or successor Trust Protector, notwithstanding any provisions of law to the contrary. ARTICLE III. DISTRIBUTIONS SECTION 3.01 DISTRIBUTION OF ACCUMULATED OF TRUST PRINCIPAL. --------------------------------------------------- During the term of this Trust, the Trustee may distribute the principal of the Creditor Trust as approved and /or directed by the Trustee. Any income which is not distributed shall be added it to the principal of the Trust. SECTION 3.02. TERMINATION OF TRUST ---------------------- Unless sooner terminated in accordance with other provisions of this Agreement or pursuant to the exercise of the Limited Power of Appointment, any trust created under this Agreement shall terminate four (4) years or/after the last of the group composed of the individuals included in the class identified as Beneficiaries who have been paid as per agreement with the Creditor Trust WHICH ----- EVER COMES FIRST. - ------------------ SECTION 3.03. DISTRIBUTION UPON TERMINATION. ------------------------------- In the event of the termination of the Trust, the Trustee shall distribute the remaining assets of the Trust Estate, including all undistributed income and principal, pursuant to any exercise of the limited power of appointment granted to the Settlor SECTION 3.04 COMPLETE DISTRIBUTION ---------------------- Any assets or income not otherwise distributed pursuant to the terms of this Agreement shall be distributed as follows to the Settlor. ARTICLE IV. POWERS OF TRUSTEE Except as specifically restricted by the terms of this Agreement, the Trustee shall have all the powers enumerated in NRS 163.265 through NRS 163.410, inclusive, as such powers exist at the time of the execution of this Agreement; and such powers are incorporated herein by reference as permitted by NRS 163.260. In addition, the Trustee shall have the following powers. In the event any of the powers granted by NRS 163.265 through NRS 163.410 are inconsistent with any of the powers or discretions hereinafter set forth, the following powers shall control. A. Power as Owner. To do all the acts, to take all the proceedings, and to exercise all the rights, powers, and privileges which an absolute owner of the same property would have, subject always to the discharge of the Trustee's fiduciary obligations. The enumeration of certain powers in this Agreement shall not limit the general or implied powers of an owner. B. Additional Powers as Necessary. The Trustee shall have all additional powers that may now or hereafter be conferred by law or that may be necessary to enable the Trustee to administer the assets of the Creditor Trust Estate in accordance with the provisions of this Agreement. C. Limitation on Liability. The Creditor Trust Estate and not the Trustee shall be liable for any loss which may occur so long as the Trustee has acted within the discretion and powers granted herein. D. Presumption if Securities in Trustee's Name. It shall be conclusively presumed that any assets held in the Trustee's own name which are also listed as an asset of the Creditor Trust Estate on one or more of the schedules attached to this Agreement are assets of the Creditor Trust Estate. There shall be no requirement that the Trustee or any other party reveal a business relationship with respect to any assets of the Creditor Trust Estate. E. Broad Powers of Division. To divide any Trust into separate shares to be retained as separate trusts when the Trustee is directed to do so or when the Trustee deems it advisable to make such division and in making such division, to apportion and allocate the assets of the Creditor Trust Estate in cash or in kind, or partly in cash and partly in kind, even if shares be composed differently, or in undivided interests, in the manner deemed advisable in the discretion of the Trustee and to sell any property deemed necessary by the Trustee to make the division or distribution. After any division of the Creditor Trust Estate, the Trustee may make joint investments with funds from some or all of the several shares or trusts, but the Trustee shall keep separate accounts for each share or trust. F. Power to Abandon. To abandon any trust assets or interest therein at the discretion of the Trustee. G. Power to Disburse. To disburse money from the Creditor Trust Estate to any Beneficiary or to any other person or entity on such terms and conditions as the Trustee shall deem advisable. H. Power to Rely on Advice of Attorney. The Trustee may consult with the attorney employed by them concerning any question which may arise with regard to the duties of the Trustee and, provided reasonable care has been exercised in selecting the attorney, the opinion of the attorney shall be full and complete authorization and protection in regard to any action taken or suffered by the Trustee in good faith and in accordance with the opinion of the attorney. I. Power of Arbitration. To Arbitrate any claim if the Trustee so chooses to do so with an Arbitrator located in Las Vegas, Nevada and recognized as one by the Nevada State Bar Association and accepted by the Trustee and either the Beneficiary, Unknown Creditor, Claimant and/or Unknown Claimant in the state of Nevada. In any such Arbitration both side would pay their own respective costs. J. Power to Make Tax Elections. To make any and all elections permitted by any tax law applicable to any trust, to the Settlor or the estate of the Settlor, and no adjustments shall be necessary among the beneficiaries of any trust as to the income or principal of such trust as a result of the exercise of such election. K. Certain Powers Void. Any power, duty or discretionary authority granted to the Trustee shall be void (i) to the extent that the power, duty or discretionary authority would cause the assets of any Trust created hereunder to be included in the estate of any Trustee other than the Settlor for Federal estate tax purposes or (ii) to the extent that the power, duty or discretionary authority would cause the income of any Trust created hereunder to be attributable to any Trustee other than the Settlor for Federal income tax purposes. L. Power to Resign. To resign as Trustee by providing written notice of resignation to the beneficiaries then entitled to distribution. Any such resignation shall become effective the earlier of the appointment of the successor trustee by the Trust Protector and/ or 60 days after receipt of the written notice of resignation. ARTICLE V. GENERAL PROVISIONS SECTION 5.01 NO CONTEST PROVISION. ---------------------- In the event that any person or entity who is among the class identified as Beneficiaries of this Trust, singly or in conjunction with any other person, persons or entity, should contest the validity of this Agreement in any court, should seek to obtain an adjudication that this Agreement or any provision thereof is void or unenforceable, the person or entity shall receive the sum of $1.00 and the terms of this Agreement shall be interpreted as if such person or entity was never a member of the class identified herein as Beneficiaries. The Trustee is hereby authorized and directed to defend, at the expense of the Creditor Trust, any such contest or attack on the validity of this Agreement and the validity of any specific term of this Agreement. SECTION 5.02 SPENDTHRIFT TRUSTS. -------------------- Each trust created by this Agreement shall be a spendthrift trust. No Beneficiary of any trust established under this Agreement shall have any right or power to sell, transfer, assign, pledge, mortgage, alienate or hypothecate his or her interest in the principal or income of the Trust Estate in any manner whatsoever. To the fullest extent of the law, the interest of each and every Beneficiary shall not be subject to the claims of any of his or her creditors or liable to attachment, execution, bankruptcy proceedings, or any other legal process. The Trustee shall pay, disburse and distribute principal and income of the Trust Estate only in the manner provided for in this Agreement, and not upon any attempted transfer or assignment, whether oral or written, neither of any Beneficiary nor by operation of law. SECTION 5.03 REPORTS TO BENEFICIARIES. --------------------------- The Trustee hereunder is relieved from any obligation to file or make any inventory, appraisement, return or report to any court, but shall render an annual statement showing the condition of the Creditor Trust Estate including the current assets, the receipts and the disbursements during the preceding year, to the Trust Protector and to any of the Beneficiaries. SECTION 5.04 TRUSTS TO INCLUDE SHARES OR PARTIAL SHARES. ------------------------------------------------ The terms "trust", "trusts", or "any trust provided for in this Agreement" shall, as used in this Agreement, unless otherwise specifically provided herein, refer to each of the separate trusts provided for, respectively, and the Trust Estate of each trust. There need be no physical segregation or division of the various trusts except as segregation or division may be required by termination of any of the trusts, but the Trustee shall keep separate accounts for the different individual interests. SECTION 5.05 LAW FOR CONSTRUCTION OF TRUSTS. ---------------------------------- The trusts provided for in this Agreement have been accepted by the Trustee in the State of Nevada, will be administered by the Trustee in Nevada, and their validity, construction, and all rights under them shall be governed by the laws of the State of Nevada. SECTION 5.06 HEADINGS. -------- The headings in this Agreement are for convenience only and are not part of the text of the Agreement. SECTION 5.07 DISCLAIMERS. ------------ Any Beneficiary of any trust created by this Agreement, or such Beneficiary's personal representative, without the necessity of any prior court authorization or approval of any kind, may disclaim all or any part or portion of his or her benefits or powers, by written instrument delivered to the Trustee or in any other manner recognized by law. SECTION 5.08 INVALIDITY OF ANY PROVISION. ------------------------------ Should any provision of this Agreement be or become invalid or unenforceable, the remaining provisions of this Agreement shall be and continue to be fully effective. SECTION 5.09 SINGULAR AND PLURAL INTERCHANGEABLE. --------------------------------------- As used in this Agreement, the singular and plural of any word shall be deemed to include the other whenever the facts and context so require. SECTION 5.10 TRUSTEE FEES. -------------- The Trustee shall be entitled to $10,000 per month or 10% of the amount distributed which ever is lesser as compensation for services rendered for the trust, and shall also be reimbursed for reasonable costs and expenses incurred in connection with its duties. SECTION 5.11 TRUST PROTECTOR FEES. ----------------------- The Trust Protector shall be entitled to $1,000 per month or 10% of the amount distributed which ever is lesser as compensation for services rendered for the trust and shall also be reimbursed for reasonable costs and expenses incurred in connection with its duties. SIGNATURES: - ----------- EXECUTED at ______________________________ on July ________________, 2004 By Settlor: Internet Business's International, Inc By:___________________________ Chief Executive Officer Notary Public On July __________, 2004 personally appeared before me, a Notary Public, _______________________, who acknowledged to me that he/she executed the foregoing Agreement. ____________________________________ NOTARY PUBLIC EXECUTED at __________________ on June _____, 2004 by Trustee: KFC LLC By: ________________________________ Notary Public On July ______2004, personally appeared before me, a Notary Public, ____________________________, who acknowledged to me that he/she executed the foregoing Agreement. ______________________________ NOTARY PUBLIC ADDENDUM I - ----------- A. The term "Settlor" shall refer to Internet Business's International, Inc. and 1. LA Internet Corporation 2. 2X, Inc. 3. 2xtreme Internet 4. Direct Communication, Inc. 5. Allstates Communications, Inc. 6. Alpha Tooling, Inc. B. The term "Trustee" shall refer to: KFC LLC 1136 E. Stuart #4207 Fort Collins, Colorado 80525 C. The term "Trust Protector" shall refer to: Antigua LLC ASSET EXHIBIT ------------- "Trust Assets" mean those assets irrevocably assigned, transferred, conveyed and delivered to the described herein as shares of common stock of IBII having a monetary value of approximately $1,500,000 (One Million Five Hundred US) as of the Effective Date of the Trust. The Trust shall be funded by the Settlor by delivering the shares to the Trustee on the Effective Date. The Trustee shall use the shares consistent with the purposes of the Trust and subject to the terms and conditions of this Trust Agreement. Additional Deposit(s) may be made at the discretion of the Settlor. -----END PRIVACY-ENHANCED MESSAGE-----