U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2002
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: 0-20259
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Exact name of Company as specified in its charter)
Nevada 33-0845463
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Company's telephone number: (702) 968-0008
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Company (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 Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90
days. Yes X No.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K [ ].
Not Applicable.
The aggregate market value of the voting stock held by non-
affiliates of the Company as of September 21, 2002: Common Stock, par
value $0.001 per share -- $382,736. As of September 21, 2002, the
Company had 38,273,603 shares of common stock issued and outstanding.
TABLE OF CONTENTS
PART I PAGE
ITEM 1. BUSINESS 3
ITEM 2. PROPERTIES 15
ITEM 3. LEGAL PROCEEDINGS 16
ITEM 4. SUBMISSION TO MATTERS TO VOTE OF SECURITY HOLDERS 16
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS 16
ITEM 6. SELECTED FINANCIAL DATA 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 24
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY 24
ITEM 11. EXECUTIVE COMPENSATION 25
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27
PART IV
ITEM 14. EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO
FINANCIAL STATEMENTS 28
SIGNATURES 29
PART I.
ITEM 1. BUSINESS.
Introduction.
Internet Business's International, Inc. ("Company") is a broad
based Internet company that provides goods and services over the
Internet to businesses and consumers though three operating
divisions: (1) ISP (Internet Service Provider); (2) On-line Lending;
and (3) Direct Marketing.
Our corporate mission is one of unification and synergy. We
accomplish this mission by empowering our operating divisions with
the benefits of top-notch administration and management, and enabling
economies of scale by aggregating many business functions. The
Company's vision is to build a word-class on-line enterprise that is
many times the sum of its parts.
History of the Business.
International Food and Beverage was listed for exchange on the
Over The Counter Bulletin Board in June 1988. This company operated
in the food services industry until late 1997, at which time it
ceased operations. This firm remained dormant until December of
1998. At that time new management was put in place, and a decision
was made to move the Company's focus to the Internet and change the
Company's name to Internet Business's International, Inc.
On January 1, 1999 the newly named company began to offer goods
and services over the Internet, starting with the development of an
on-line B2C (business to consumer) e-retail site, AuctionWinner.com,
The site was launched in April 1999. In July 1999, the Company
expanded their service offerings by acquiring an ISP (Internet
Service Provider) by the name of LA Internet. The Company changed
its domicile from Delaware to Nevada in same year.
Current Operations.
The Company currently operates three reporting divisions:
(1) ISP (which includes a national dial-up ISP; a wireless high
speed ISP in Las Vegas, NV, Moreno Valley, CA and Woodland, CA; and
Internet web design and hosting businesses.)
(2) On-line Lending (which includes real estate loans and equipment
leasing.) Before the end of the fiscal year this division was closed
and the Company is now reviewing its options regarding this division.
(3) Direct Marketing (which includes the direct marketing of long
distance phone services, computers with Internet access, wireless
high speed Internet access and bandwidth.)
The Company has 3 offices in the US and 1 in Europe and more than 20
employees.
Operating Divisions
(a) ISP.
The ISP division operates four businesses that serve three distinct
customer groups (dial-up ISP, wireless ISP, web site design / hosting)
(1) 2 X, Inc. (www.2xaccess.com)
Los Angeles, California; Woodland, California
2X, Inc (formerly LA Internet, Inc.) a wholly owned subsidiary
of the Company, is a full service dial-up ISP and web site hosting
business. 2X provides nationwide dial-up access for consumers and
businesses. This company also provides hosting and co-location
(server farm) services to individuals and businesses. 2X employs
state of the art equipment from Sun, Dell, Cisco, and BreezeCom. T1
and T3 level bandwidth providers include major national backbones
such as Cogent and MCI.
Revenue is generated though monthly fees charged for dial-up
Internet access and web site hosting. LA Internet currently has 9 employees.
(2) 2X Design (www.2xdevelopment.com)
Los Angeles, California; Sofia, Bulgaria
2X Internet Design (an operating division of 2X, Inc.) is full
service web site design and development agency. This company offers
a full portfolio of offerings: strategic planning, creative design,
programming, and on-line marketing plans for individuals, businesses,
and government agencies.
In addition to offering professional services, 2X Design retails
a product called Site Creator - in strategic partnership with Network
Solutions. Site Creator allows individuals or businesses to create
their own web sites. These sites are then hosted by 2X, Inc..
Revenue is generated though hourly or fixed price fees for
professional services, and though the retail sale of Site Creator. 2X
Design currently has 3 employees.
(3) 2X Wireless (www.2xwireless.com)
Las Vegas, Nevada; Moreno Valley and Woodland, California
2X Wireless (an operating division of 2X, Inc.) operates a RF
(Radio Frequency) type wireless ISP in several major west coast
geographies: Las Vegas, Nevada; Moreno Valley, California; and
Woodland, California. 2X provides Internet access to individuals and
businesses at speeds up to 3 MB (megabits) per second.
Revenue is generated though monthly fees charged for wireless
Internet access. 2X currently has 5 employees.
(b) On-line Lending Division
(1) Guarantee Capital Group (www.gcapgp.com)
Carson, California
Guarantee Capital Group (a wholly owned subsidiary of the
Company) is a mortgage banking company that processes and funds loans
for homes. Guarantee's customers are primarily consumers that are
applying for a first mortgage on a qualifying home. Guarantee
generates qualified applicants though on-line marketing campaigns and
through their web sites (www.glendgp.com) and (www.gcapgp.com).
Guarantee approved and funded loans according to Freddie Mac and
Fannie Mae conforming and non-conforming underwriting criteria.
Institutions such as RFC, Sun Trust and Internist, may purchase
"bulk" loans from Guarantee.
Revenue was generated through loan fees, processing fees, and
yields based upon interest earned over the life of the loan and the
cost of the funds.
Guarantee Capital Group was closed at the end of the current
fiscal year ending June 30, 2002 and currently has 0 employees. The
Company has yet to decide whether to reopen this subsidiary or not.
(2) Discount On-line Leasing (www.discountonlineleasing.com)
Laguna Hills, California
Discount On-line Leasing (an operating division of the Company)
markets equipment-leasing solutions to small businesses. This
company markets solutions for a wide range of equipment assets,
including agricultural, computing, communications, office, machine
tool, and manufacturing equipment. Discount On-line Leasing provides
equipment leases to businesses the United States and Canada. The
leases are funded though a number of finance companies that
specialize in capital equipment funding.
Revenue is generated though commissions paid on the successful
acceptance of leases. Discount On-line Leasing currently has 1 employee.
(c) Direct Marketing Division
1st2 Market, Inc. (www.1st2mart.com)
Las Vegas, Nevada
1st2 Market* (a wholly owned subsidiary of the Company) direct
markets goods and services to individuals and businesses. Types of
offers that 1st2 Market represents are computers bundled with Internet
access, long distance offers, and cellular telephone hardware and
calling plans. 1st2 Market markets its offers though print and on-
line channels with a heavy emphasis on leveraging other Internet
Business' International web sites.
Commissions paid on orders processed generate revenue. 1st2
Market currently has 1 employee.
Corporate
Las Vegas, Nevada, Los Angeles, California
The Company maintains an administration and support group in
Nevada and California. The group supports the operating divisions
and administrates the public filings and financial statements. This
office has 3 employees.
Market and Competition.
The market for Internet products and services is highly
competitive. Taking into consideration the advances Internet
technology and the ubiquity simple web site provide, there are no
substantial barriers to entry in this market, and management expects
that competition will continue to intensify. Negative competitive
developments could have a material adverse effect on the Company's
business and on the trading price of its stock.
The majority of the Company revenue came from on-line loans
until December 2001, when the mortgage lending on line subsidiary was
closed. The main revenue for the Company is currently for the
Internet services provide by the Company. The Company competes with
many other companies that offer the same type of Internet-only
services we offer - such as ISP services. The Company competes with
its direct marketing division with many other similar direct
marketing companies.
As the Company expands the scope of its Internet services, it
will compete directly with a greater number of Internet sites and
other similar type of companies across a wide range of different on-
line and off-line services. The Company also competes in vertical
markets where competitors may have advantages in expertise, brand
recognition, and other factors. Many companies offer directly
competitive products or services information and community services,
including, among others: America On-line; Yahoo; InfoSeek
Corporation; Lycos, and Microsoft Corporation (msn.com).
During the past 12 months, there have been a number of business
failures that have negatively impacted Internet Companies. Of note
are the Excite at Home, MCI and Covad bankruptcies. Strategic
alliances of companies have also impacted the Internet market place
for example the SBC and Yahoo alliance where SBC offers DSL service
to Yahoo customers. Also the mergers of the past years which
include: Walt Disney Company acquiring a significant interest in
InfoSeek; AOL acquiring Time Warner and Netscape; and AT&T, acquiring
cable television infrastructure with the acquisition of Media One,
have impacted the Internet Companies. When you include the general
down turn in the market place due to the disclosure of accounting
irregularities by major public companies such as Enron and AOL, which
adds to the negative impact in the stock market overall.
These occurrences have also impacted the availability of funds for
all Companies seeking expansion capital. The Company cannot determine
that funds needed by the Company for expansion would be available
when required. It is all so noted that competitors of the Company are
significantly larger or better established than the Company. As a
result, each of them will have access to significantly greater
financial, marketing and, in certain cases, technical resources than
the Company.
These and other competitors are expected to continue to make
substantial marketing expenditures to promote their on-line
properties. The Company may be required to increase its sales and
marketing expenditures significantly in response to these efforts,
which may materially impair its operating results and may not be a success.
Management believes that the principal competitive factors in
its markets are: brand recognition; ease of use; comprehensiveness;
personalization; independence; quality and responsiveness of search
results and other services; the availability of high-quality,
targeted content and focused value-added products and services;
access to end users; and with respect to advertisers and sponsors,
the number of users, duration and frequency of visits, and user
demographics. Competition among current and future suppliers of
Internet information, communication, community and commerce services,
high-traffic web sites and ISPs, as well as competition with other
media for advertising placements, could result in reductions
revenues. (See chart below)
The following divisions have direct competition as follows;
Sector Subsidiary Competition Stock Symbol
ISP
Dialup 2x access Internet America (geek, OTCBB)
Wireless 2x wireless Go America (goam, NASD)
Web design 2x development Genesis Intermedia (gene, OTCBB)
On-line Lending
Mortgages Guarantee Capital Electronic Mortgage (embi, OTCBB)
Leasing Discount On-line leaseforce.com N/A
Leasing
Direct Marketing 1st2 Market directoneusa.com N/A
The Company also faces competition with respect to the acquisition of
strategic businesses and technologies. Many of its existing
competitors, as well as a number of potential new competitors, have
significantly greater financial, technical, marketing and
distribution resources than the Company does. In addition, providers
of Internet tools and services may be acquired by, receive
investments from, or enter into other commercial relationships with
larger, well-established and well-financed companies, such as
Microsoft and AOL. In addition, well-established traditional media
companies may acquire, invest or otherwise establish commercial
relationships with its competitors. These larger companies may use
their substantial media resources to promote and enhance their own
services. Greater competition resulting from such relationships
could have a materially adverse effect on the Company's business.
Strategic Alliance and Agreement.
The recent alliance of the Company with MCI has increased the
companies and its subsidiaries' ability to offer high speed DSL
service national through this s agreement.
Marketing Plans.
The Company competes with other on-line services, web site
operators and advertising networks, as well as traditional off-line
media such as television, radio and print to convey to the consumer
the services and products that are offered by the Company. The
Company has used Print, Radio, and Television to inform the public
and consumer of these products and services. Accordingly, the Company
may face increased pricing pressure for the purchase of advertisement
space. The Company therefore has also developed alternative
marketing plans that uses direct marketing, cross promotion and
bundling of services and products to increase its client base
Proprietary Rights.
The Company regards its copyrights, trademarks, trade dress,
trade secrets, and similar intellectual property as critical to its
success. The Company relies upon trademark and copyright law, trade
secret protection and confidentiality or license agreements with its
employees, customers, partners and others to protect its proprietary
rights. Effective trademark, copyright, and trade secret protection
may not be available in every country in which its products and media
properties are distributed or made available through the Internet.
The distinctive elements of the Company's web sites may not be
protected under copyright law. Management cannot guarantee that the
steps the Company has taken to protect its proprietary rights will be
adequate. Many parties are actively developing communication,
community, e-commerce, and other web-related technologies.
Management believes that such parties will continue to take steps to
protect these technologies, including seeking patent protection. As
a result, management believes that disputes regarding the ownership
of such technologies are likely to arise in the future. For example,
management is aware that a number of patents have been issued in the
areas of electronic commerce, on-line auctions, web-based
information, on-line direct marketing, fantasy sports, common web
graphics formats and mapping technologies. Management anticipates
that additional third-party patents will be issued in the future.
From time to time these parties may assert patent infringement claims
against the Company. Management cannot guarantee that it would be
able to license such patents on reasonable terms. The Company may
incur expenses in defending against third-party patent claims
regardless of the merit of such claims. In the event that there is a
determination that the Company has infringed such third-party patent
rights, the Company could incur monetary liability and be prevented
from using the rights in the future.
Employees.
As of the date of this filing, the Company had over 20
employees. This is a reduction from the same time last year when the
company had 60 employees. The reduction of the employees was due to
the changes made December 1, 2001 with the staff reductions in the
ISP division; mortgage lending division and the direct marketing
division. The Company's future success is substantially dependent on
the performance of its senior management and key technical personnel,
and its continuing ability to attract and retain highly qualified
technical and managerial personnel.
Risk Factors.
In addition to the other information in this Report, the
following particular risk factors may be encountered in the operation
of the Company under its current plan of business:
(a) Limited Operating History.
The Company has only begun operations as an Internet company
since January 1, 1999. Therefore, the Company has a limited operating
history, and its prospects are subject to the risks, expenses and
uncertainties frequently encountered by young companies that operate
exclusively in the new and rapidly evolving markets for Internet
products and services. Successfully achieving its growth plan
depends on, among other things, the Company's: ability to continue to
develop and extend its brand; ability to develop new web site
properties; ability to maintain and increase the levels of traffic on
its internet properties; development or acquisition of services or
products equal or superior to those of the Company's competitors;
ability to effectively generate revenues through sponsored services
and placements on the Company's internet web site properties; ability
to effectively integrate the technology and operations of businesses
or technologies which the company may acquire; ability to
successfully develop and offer new personalized web-based services,
such as e-mail services, to consumers without errors or interruptions
in service; and ability to identify, attract, retain and motivate
qualified personnel. Furthermore, the success of the Company's
growth plan depends on factors outside its control including, among
other things: the adoption by the market of the web as an E-Commerce
medium; the successful sale of web-based services by the Company's
sales agents; and the relative price stability for web-based services
and products, despite competition and other factors that could reduce
market prices. The Company may not be successful in implementing its
growth plan or continuing to operate its business as anticipated.
(b) Operating Results May Fluctuate.
The Company expects to derive the majority of its revenues from
a variety of revenue sources, which are difficult to forecast
accurately. As noted above, the Company expects its operating
expenses to increase significantly over the near term. To the extent
its expenses increase but its revenues do not, its business,
operating results, and financial condition will be materially and
adversely affected. Operating results may fluctuate significantly in
the future as a result of a variety of factors, many of which are
outside its control. These factors include: the level of usage of the
Company's Internet sites, and the demand for the products and
services that the Company offers over the Internet, the amount and
timing of capital expenditures and other costs relating to the
expansion of its operations; the introduction of new products or
services by the Company or its competitors; pricing changes for
internet-based services, the timing of initial set-up, engineering or
development fees that may be paid in connection with larger area
distribution arrangements; technical difficulties with respect to the
online web site properties that the Company may develop; costs
incurred with respect to acquisitions; negative general economic
conditions and resulting effects on economic conditions specific to
the internet and online media.
A key element of the Company's strategy is to generate revenues
through services and products from its online media properties and
its direct marketing operations. In connection with these, the
Company will receive fees as well as a portion of transaction
revenues received by business that is originated through the Company
sites. This type of revenue generation exposes the Company to
potentially significant financial risks, including: the risk that the
Company fails to obtain the minimum level of revenue required to
maintain the operational expenses of the Company.
(c) Dependence on Continued Growth in Use of the Internet; Technological
Change.
The Company's future success is dependent upon continued growth
in the use of the Internet and the web in order to support the sale
of its products and services and its online web site properties. The
Companies Internet businesses are relatively new, and it is difficult
to predict the extent of further growth, if any, in from these sites.
The Internet may not prove to be a viable commercial marketplace for
a number of reasons, including lack of acceptable security
technologies, potentially inadequate development of the necessary
infrastructure, or timely development and commercialization of
performance improvements. To the extent that the Internet continues
to experience significant growth in the number of users and level of
use, the Internet infrastructure may not be able to support the
demands placed upon it by such growth and the performance or
reliability of the web may be adversely affected.
The market for Internet products and services is characterized
by rapid technological developments, evolving industry standards and
customer demands, and frequent new product introductions and
enhancements. To the extent that higher bandwidth internet access
becomes more widely available through cable modems or other
technologies, the Company may be required to make significant changes
to the design and content of its online properties in order to
compete effectively. Failure to effectively adapt to these or any
other technological developments may adversely affect its business,
operating results, and financial condition.
The markets for the Company's products and services have only
recently begun to develop, are rapidly evolving, and are increasingly
competitive. Demand and market acceptance for recently introduced
products and services are subject to a high level of uncertainty and
risk. It is difficult for management to predict whether, or how fast,
these markets will grow. The Company cannot guarantee either that the
market for its products and services will continue to develop or that
demand for its products and services will be sustainable. If the
market develops more slowly than expected or becomes saturated with
competitors, or if its products and services do not sustain market
acceptance, its business, operating results, and financial condition
may be materially and adversely affected.
(d) Risks Associated with Brand Development.
The Company believes that establishing and maintaining its brand
is a critical aspect of its efforts to attract and expand its user
base. Management also believes that the importance of brand
recognition will increase due to the growing number of Internet sites
and the relatively low barriers to entry. Promotion and enhancement
of the Company's brand will depend largely on its success in
providing high-quality products and services. In order to attract and
retain Internet users and to promote and maintain its brand, the
Company may find it necessary to increase expenditures devoted to
creating and maintaining brand loyalty. In the event of any breach or
alleged breach of security or privacy involving its services, or if
any third party undertakes illegal or harmful actions utilizing its
community, communications or commerce services, the Company could
suffer substantial adverse publicity and impairment of its brand and
reputation. If the Company is unable to provide high-quality
products and services or otherwise fails to promote and maintain its
brand, or if it incurs excessive expenses in an attempt to improve
its products and services or promote and maintain its brand, its
business, operating results, and financial condition may be
materially and adversely affected.
(e) Possible Inability to Successfully Enhance or Develop Properties.
To remain competitive, the Company must continue to enhance and
improve the functionality, features, and content of its web site
properties. The Company may not be able to successfully maintain
competitive user response times or implement new features and
functions, which will involve the development of increasingly complex
technologies. Personalized information services, such as its web-
based email messaging services, message boards, and other community
features, require significant expense. The Company cannot guarantee
that additional revenues from these services will offset this
additional expense.
A key element of its business strategy is the development and
introduction of new particular demographic characteristics, and
geographic areas. The Company may not be successful in developing,
introducing, and marketing such web site properties and such
properties may not achieve market acceptance, enhance its brand name
recognition, or increase user traffic. Furthermore, enhancements of
or improvements to the Company's new properties may contain
undetected errors that require significant design modifications,
resulting in a loss of customer confidence and user support and a
decrease in the value of its brand name. Its ability to successfully
develop additional targeted media properties depends on use of the
Company to promote such properties. If use of the Company's web site
properties does not continue to grow, its ability to establish other
targeted properties would be adversely affected. If the Company
fails to effectively develop and introduce such new properties, or
such properties fail to achieve market acceptance, its business,
results of operations, and financial condition may be adversely affected.
(f) Management of Potential Growth and Integration of Acquisitions.
The Company's growth may place substantial strains on its
financial systems and its systems to train and manage its employee
base. The process of managing large, high traffic web sites is an
increasingly important and complex task. This relies on both
internal and licensed third-party management and analysis systems.
To the extent that the Company does not have the appropriate
inventory or any extended failure of its management system results
"make good" obligations with its customers, which, could defer
revenues. Failure of its management systems to effectively scale to
higher levels of use or to effectively track and provide accurate and
timely E-Commerce reports and also could negatively affect its
relationships with its customers. The Company's systems, procedures,
or controls may not be adequate to support its operations,
particularly with regard to support and service. Its management may
not be able to achieve the rapid execution necessary to fully exploit
its market opportunity. Any inability to effectively manage growth
may have a materially adverse effect on its business, operating
results, and financial condition.
As part of its business strategy, the Company may, from time to
time, make acquisitions or enter into other forms of business
combinations. These transactions are accompanied by a number of
risks, including: the difficulty of assimilating the operations and
personnel of the acquired companies; the potential disruption of its
ongoing business and distraction of management; the difficulty of
incorporating acquired technology or content and rights into its
products and media properties; the correct assessment of the relative
percentages of in-process research and development expense which can
be immediately written off as compared to the amount which must be
amortized over the appropriate life of the asset; the failure to
successfully develop an acquired in-process technology could result
in the impairment of amounts currently capitalized as intangible
assets; unanticipated expenses related to technology integration; the
maintenance of uniform standards, controls, procedures and policies;
the impairment of relationships with employees and customers as a
result of any integration of new management personnel; and the
potential unknown liabilities associated with acquired businesses.
The Company may not be successful in addressing these risks or any
other problems encountered in connection with such acquisitions.
(g) Risk of Capacity Constraints and Systems Failures.
The Company is dependent on its ability to effectively withstand
a high volume of use of its online web site properties. Accordingly,
the performance of its online web site properties is critical to its
reputation, its ability to attract advertisers to its web sites, and
to achieve market acceptance of its products and web site properties.
Any system failure that causes an interruption or an increase in
response time of its products and media properties could result in
less traffic to its web sites and, if sustained or repeated, could
reduce the attractiveness of its products and media properties to
advertisers and licensees. An increase in the volume of queries
conducted through its products and media properties could strain the
capacity of the software or hardware the Company has deployed, which
could lead to slower response time or system failures. In addition,
as the number of web pages and users increase, its products and media
properties and infrastructure may not be able to scale accordingly.
Personalized information services, such as web-based email-type
messaging services and other community and communication facilities,
and the posting of photographs on its auction properties, involve
increasingly complex technical and operational challenges that may
strain its development and operational resources. The Company may
not be able to successfully implement and scale such services to the
extent required by any growth in the number of users of such
services. Failure to do so may affect the goodwill of users of these
services, or negatively affect its brand and reputation.
The Company is dependent on third parties for much of its
technology and infrastructure. The Company's operations are
susceptible to outages due to fire, floods, power loss,
telecommunications failures, break-ins, and similar events. The
Company does have multiple site capacity, which would reduce the
impact in the event of any such occurrence. Despite its
implementation of network security measures, its servers are
vulnerable to computer viruses, break-ins, and similar disruptions
from unauthorized tampering with its computer systems. The Company
does not carry business interruption insurance to compensate for
losses that may occur as a result of any of these events. Such events
may have a materially adverse effect on its business, operating
results, and financial condition.
(h) Government Regulation and Legal Uncertainties.
There are currently few laws or regulations directly applicable
to Internet access or to commerce on the net. Due to the increasing
popularity and use of the internet, it is possible that laws and
regulations may be adopted, covering issues such as user privacy,
defamation, pricing, taxation, content regulation, quality of
products and services, and intellectual property ownership and
infringement. Such legislation could expose the Company to
substantial liability. Such legislation could also dampen the growth
in use of the web, decrease the acceptance of the web as a
communications and commercial medium, or require the Company to incur
significant expense in complying with any new regulations. In
addition, several telecommunications carriers, including America's
Carriers' Telecommunications Association, are seeking to have
telecommunications over the web regulated by the Federal
Communications Commission in the same manner as other
telecommunications services.
Because the growing popularity and use of the web has burdened
the existing telecommunications infrastructure and many areas with
high web use have begun to experience interruptions in phone service,
local telephone carriers, such as Pacific Bell, have petitioned the
FCC to regulate ISPs and Sops and to impose access fees. Increased
regulation or the imposition of access fees could substantially
increase the costs of communicating on the web, potentially
decreasing the demand for its products and media properties. A number
of proposals have been made at the federal, state and local level
that would impose additional taxes on the sale of goods and services
through the Internet. Such proposals, if adopted, could
substantially impair the growth of electronic commerce, and could
adversely affect the Company's opportunity to derive financial
benefit from such activities.
The Digital Millennium Copyright Act, which is intended to
reduce the liability of online service providers for listing or
linking to third-party web sites that include materials that infringe
copyrights. Also the Children's Online Protection Act and the
Children's Online Privacy Act, which will restrict the distribution
of certain materials deemed harmful to children and impose additional
restrictions on the ability of online services to collect user
information from minors. Further, Congress recently passed (and the
President has signed into law) the Protection of Children from Sexual
Predators Act, which mandates that electronic communication service
providers report facts or circumstances from which a violation of
child pornography laws is apparent. The Company is currently
reviewing these pieces of legislation, and cannot currently predict
the effect, if any, that such legislation will have on its business.
There can be no assurance that such legislation will not impose
significant additional costs on its business or subject the Company
to additional liabilities.
In addition, a number of other countries have announced or are
considering additional regulation. For example, the European
Commission privacy directive restricts the use of personal
information without the consent of both the individual and that
individual's government. Such restrictions could jeopardize the
future of e-commerce in and with the European Union. In addition,
the European Commission is expected in the near future to propose a
directive concerning the liability of online service providers for
activities that take place using their services. Such laws and
regulations could fundamentally impair the Company's ability to
provide Internet services, or substantially increase the cost of
doing so. Moreover, the applicability to the Internet of existing
laws governing issues such as property ownership, copyright,
defamation, obscenity, and personal privacy is uncertain. The
Company may be subject to claims that its services violate such laws.
Any such new legislation or regulation in the United States or abroad
or the application of existing laws and regulations to the Internet
could have a material adverse effect on its business, operating
results, and financial condition. Due to the global nature of the
web, it is possible that the governments of other states and foreign
countries might attempt to regulate its transmissions or prosecute
the Company for violations of their laws. The Company might
unintentionally violate such laws. Such laws may be modified, or new
laws enacted, in the future. Any such developments may have a
materially adverse effect on its business, results of operations, and
financial condition.
(i) Liability for the Company's Services.
The Company hosts a wide variety of information, community,
communications and commerce services that enable individuals to
exchange information, generate content, conduct business and engage
in various online activities. The laws relating to the liability of
providers of these online services for activities of their users are
currently unsettled. Claims could be made against the Company for
defamation, negligence, copyright or trademark infringement, personal
injury or other theories based on the nature and content of
information that may be posted online by its users. Such claims have
been brought, and sometimes successfully pressed, against online
service providers in the past. In addition, the Company could be
exposed to liability through content and materials that may be posted
by users in auctions, message boards, clubs, chat rooms, or other
interactive community-building services. Such claims might include,
among others, that by providing hypertext links to web sites operated
by third parties, the Company is liable for copyright or trademark
infringement or other wrongful actions by such third parties through
such web sites, or that the Company is responsible for legal injury
caused by statements made to, actions taken by or content generated
by, participants in its message board services, clubs, or other
community building services. It is also possible that if any
information that may, in the future, be provided through its
services, such as stock quotes, analyst estimates or other trading
information contains errors, third parties could make claims against
the Company for losses incurred in detrimental reliance on such
information. The Company offers web-based e-mail type messaging
services, which expose it to potential risks, such as liabilities or
claims resulting from lost or misdirected messages, illegal or
fraudulent use of messages, or interruptions or delays in messaging
services. Investigating and defending such claims are expensive,
even to the extent such claims do not result in liability.
The Company may also, from time to time, enter into arrangements
to offer third-party products and services under the Company's brand
or via distribution on its properties. While its agreements with
these parties would provide that the Company would be indemnified
against liabilities, such indemnification may not be adequate. The
Company may be subject to claims concerning such services or content
by virtue of its involvement in marketing, branding or providing
access to such services. Any such claims may have a materially
adverse effect on its business, results of operations, and financial
condition.
(j) Potential Commerce-Related Liabilities and Expenses.
As part of its business, the Company enters into agreements with
businesses, sponsors, content providers, service providers, and
merchants under which the Company is entitled to receive a share of
revenue from the purchase of goods and services by users of its web
site properties. Such arrangements may expose the Company to
additional legal risks and uncertainties, including potential
liabilities to consumers of such products and services. These
activities expose the Company to a number of additional risks and
uncertainties, including: potential liabilities for illegal
activities that may be conducted by participating merchants; products
liability or other tort claims relating to goods or services sold
through hosted commerce sites; consumer fraud and false or deceptive
advertising or sales practices; breach of contract claims relating to
merchant transactions; claims that materials included in merchant
sites or sold by merchants through these sites infringe third-party
patents, copyrights, trademarks or other intellectual property
rights, or are libelous, defamatory or in breach of third-party
confidentiality or privacy rights; claims relating to any failure of
merchants to appropriately collect and remit sales or other taxes
arising from e-commerce transactions; and claims that may be brought
by merchants as a result of their exclusion from its commerce
services or losses resulting from any downtime or other performance
failures in its hosting services.
ITEM 2. PROPERTIES.
The consolidated Company has over $1,900,000 in equipment and
furniture at a variety of co-locations for Internet wireless, and
server equipment plus the following office locations;
Internet Business's International, Inc.
Corporate Headquarters 4634 S. Maryland Pkwy, Suite 107, Las
Vegas, Nev. 89119
West Coast Headquarters 3900 Birch Street, Suite 103, Newport
Beach, Ca. 92660*
International Headquarters 3 Boicho Voivoda str., 1024 Sofia, Bulgaria
Subsidiaries of Internet Business's International, Inc. (current as
of June 30, 2002)
1 st 2 Market, Inc. 4634 S. Maryland Pkwy, Suite107, Las Vegas,
Nev. 89119
2X Inc. 4634 S. Maryland Pkwy, Suite 107, Las
Vegas, Nev. 89119
3 Boicho Voivoda str., 1024 Sofia, Bulgaria
550 Carson Plaza Drive Suite 127, Carson.
Ca. 90746**
725 Main St. Suite 12, Woodland, Ca. 95695
Several of these locations house more then one subsidiary.
*After September 1, 2002 the Company consolidated its southern
California operation to the offices located in Carson, California.
**This location will be used for the On Line Lending Division if it
is reopened.
ITEM 3. LEGAL PROCEEDINGS.
Other than as set forth below, the Company is not a party to any
material pending legal proceedings other than ordinary routine
litigation incidental to the business and, to the best of its
knowledge, no such action by or against the Company has been threatened.
The Company on March 2, 2001 filed an action in the United
States District Court, Central District of California against Ronald
Friedman, and The Ronald Friedman 1997 Grantor Retained Annuity Trust
(Case Number SA CV 01-268 DOC (Eex)) for rescission of the purchase
of the PMCC stock and return of the $1,006,857. On August 16, 2001
Ronald Friedman, Robert Friedman, and The Ronald Friedman 1997
Grantor Retained Annuity Trust filed an action in the United States
District Court, Southern District of New York against the company
(Case Number CV 01-7637), for the balance of the contract in the
amount of $2,191,143. Each side has filed an answer to the
complaints. The Company intends to contest this matter vigorously.
Management cannot take any position at this time as to the likely
outcome of the matter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's
stockholders during the fourth quarter of the fiscal year covered by
this report.
PART II.
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information.
The common stock of the Company is traded on the Over the
Counter Bulletin Board under the symbol "IBUI" and the range of
closing bid prices shown below is as reported by the this market
place. The quotations shown reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.
For the Fiscal Year Ended June 30, Per Share Common Stock Bid Prices
by Quarter
2002 2001
High Low High Low
1st Quarter 9-30 0.009 0.008 0.3125 0.1562
2nd Quarter 12-31 0.014 0.008 0.125 0.0625
3rd Quarter 3-31 0.007 0.007 0.0781 0.0469
4th Quarter 6-30* 0.013 0.008 0.05 0.03
*June 30, 2002 is post the 1 for 10 reverse split.
Holders of Common Equity
As of June 30, 2002 there were 521 shareholders of record of the
Company's Common Stock.
Dividends
On June 17, 2002, the Company announced the sale of Aces Optics
to CRT Corp. for 2,000,000 shares of CRT restricted stock valued at
$1.00 a share, the dividend was to be based on one share of CRT Corp.
per 100 shares of post reverse split shares of the Company. On July
8 the Company announced that the record date of July 17, 2002 for the
shareholders to receive the dividend. On July 18, 2002 the Company
announced the date of distribution to be August 30, 2002. By
September 15, the Transfer agent was working with DTC to complete the
issuance of the divided CRT Corp. restricted to its shareholders.
Equity Securities Sold Without Registration
The Company made the following sales of unregistered securities
during the fiscal year ended:
(a) During the quarter ended December 31, 2000, the Company issued
the following shares of common stock: (a) 500,000 shares of
restricted 144 stock for the acquisition of Sonic Auction.Com; and
(2) 7,140,406 common stock were issued pursuant to the agreement with
the conversion rights of the preferred stock issued December 15,
1998, upon the 10 day average of the closing bid price prior to the
to the conversion date.
(b) During the quarter ended March 31, 2001, the Company issued the
following shares of common stock: 18,981,080 on conversion of
additional preferred stock that was originally issued December 15,
1998 (as discussed in subparagraph (a) above).
(c) During the quarter ended June 30, 2001, the Company issued the
following shares of common stock: 19,499,430 on conversion of
additional preferred stock that was originally issued December 15,
1998 (as discussed in subparagraph (a) above).
No commissions or fees were paid in connection with these sales.
All of the above sales were undertaken pursuant to the limited
offering exemption from registration under the Securities Act of 1933
as provided under Rule 506 of Regulation D by the fact that:
- the sales were made to sophisticated investors as defined in
Rule 502;
- the information specified in paragraph (b)2(ii)(B) and paragraph
(b)(2)(ii)(C) of this section was provided to each investor;
- the Company gave each purchaser the opportunity to ask questions
and receive answers concerning the terms and conditions of the
offering and to obtain any additional information which the
Company possessed or could acquire without unreasonable effort
or expense that is necessary to verify the accuracy of
information furnished;
- at a reasonable time prior to the sale of securities, the
Company advised the purchasers of the limitations on resale in
the manner contained in paragraph Rule 502(d)2 of this section;
- neither the Company nor any person acting on its behalf sold the
securities by any form of general solicitation or general
advertising; and
- the company exercised reasonable care to assure that the
purchasers of the securities are not underwriters within the
meaning of section 2(11) of the Securities Act of 1933 in
compliance with Rule 502(d).
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data for the years ended June 30, 200,
2001, 2000, 1999,and 1998, are derived from the audited financial
statements of the Company and should be read in conjunction with the
audited financial statements included herein. These are restated
based upon the change in revenue recognition. See Note 2 of the
footnotes to the financial statements titled "Change in Revenue
Recognition". The change only impacted the stated "Revenues" and not
the "Net income".
Year End June 30
2002 2001 2000 1999 1998
Statement of Operations Data:
(in thousands)
Revenues $ 5,895 $ 7,206 $ 2,332 $ 141 $ 2,378
Cost of revenues 37 307 1,098 23 2,248
Sales General & admin exp. 5,240 5,921 3,107 43 525
Depreciation & Amont. exp 2,050 870 791 157 366
Net operating income (loss) (1,432) 107 (2,665) (82) (1,160)
Net other income and expense 1,005 687 44 2,250 0
Net income (loss) (426) 794 (2,596) 2,168 (1,160)
Per common share net (.01) nil nil 0.01 nil
Weighted average 29,106 250,907 189,580 164,550 158,060
shares outstanding
Year End June 30
2002 2001 2000 1999 1998
Balance Sheet Data:
(In thousands)
Current assets 375 7,661 4,826 395 1
Fixed assets 3,419 4,413 3,459 0 0
Total assets 5,795 12,074 8,932 4,015 1,102
Current liabilities 631 6,902 3,602 30 1,819
Long-term debt 576 1,168 204 0 455
Shareholders' equity
(deficiency) 4,587 4,004 5,139 3,985 (2,273)
The Company has not paid dividends in any of the periods presented.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 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.
(a) Comparison by Segment
In accordance with SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," management has determined that
there are three reportable segments based on the customers served by
each segment: Full service internet service provider (ISP), mortgage
banking business (which ceased operation in June 2002), and business-
to-consumer ("B2C") provider. Such determination was based on the
level at which executive management reviews the results of operations
in order to make decisions regarding performance assessment and
resource allocation.
Full service Internet service provider serves customers requiring
Internet access in the western United States through dial-up, and
high-speed wireless; web hosting and web design. Mortgage banking
business includes online mortgage loan origination, processing,
servicing and resales, (which ceased operations in June 2002).
Business-to-consumer provider primarily consists of cellular phone
service origination fees and sales.
Certain general expenses related to advertising and marketing,
information systems, finance and administrative groups are not
allocated to the operating segments and are included in "other" in
the reconciliation of operating income reported below. The accounting
policies of the segments are the same as those described in the
summary of significant accounting policies (see Note 2).
Information on reportable segments is as follows:
Fiscal Year Ended June 30 June 30
2002 2001
Full-service ISP
Net sales $ 3,437,011 $ 4,912,285
Operating income 290,448 $ 2,037,932
Mortgage loan originations held for resale
Net sales $ 1,845,991 $ 1,073,147
Operating income $ 17,358 $ (83,571)
Marketing (B-to-b/c)
Net sales $ 9,973 $ 495,251
Operating income $ (372,019) $ (825,858)
Other
Net income $ 602,611 $ 725,984
Unallocated expense $ (362,008) $ (334,986)
Total
Net sales $ 5,895,586 $ 7,206,667
Operating income $ (426,221) $ 793,517
(b) Comparison of Year to Year.
(1) Fiscal 2002 Compared to Fiscal 2001
Revenues for the twelve-month period ended June 30, 2002 of
$5,895,586 decreased approximately 18.2% when compared with revenues
$7,206,667 of in the prior year. This revenue decrease is due to the
Company's ISP loss of revenue for the following reasons; from the
dial-up, due to attrition and the Company not actively seeking
additional dial-up accounts, hosting and web design account due to a
vast number of clients either going out of business and or reducing
it's expenditures for internet related activities. The mortgage loan
originations increased in revenue and reported a profit for the year
even though the mortgage lending division only operated through the
end of December 2001. Even with those factor both the ISP and the
Mortgage division reported a profit for those divisions. The direct
marketing division continues to loss money and the associated cost of
corporate operations produced the net loss for the fiscal year.
The resulting loss for the twelve-month period ended June 30, 2002 of
($426,221) was a significant decrease when compared to the net income
of $793,517 reported for the year ended June 30, 2001. An additional
$1,005,970 profit generate form the sale of the e-commerce division
which reduced the loss for the year and is outside the norm of
revenue sources for the Company and is not representative of on going
source of revenue for the Company.
(2) Fiscal 2001 Compared to Fiscal 2000
Revenues for the twelve-month period ended June 30, 2001 of
$7,206,667 increased approximately 308.7% when compared with revenues
of $2,332,848 in the prior year. This revenue increase is due to the
Company's ISP and mortgage loan originations increase in revenue. The
ISP wireless division demand for services and the increase in web
hosting and design, along with low interest rates for mortgage loans.
The mortgage interest rates since March 2001 have remained in the
range of 6% to 7% though the beginning of September 2001 and it is
expected that rates will remain in this range throughout the end of
200. It must be noted that prime interest rates are beyond the
Company's control. It is widely acknowledged that low rates
encourage consumers to take out mortgages for the purchase of homes
and this condition has impacted our business favorably. Aside from
lower interest rates, several other factors contributed to the
increase in mortgage loans:
(A) The on-line lending division increased their amount of Internet
marketing over last year. This change contributed to a lower cost of
sales and increased the total audience that viewed their ads.
(B) The online lending division incorporated new Loan Application
Management software to automate loan applications. The result was
higher productivity per customer sales representative and faster loan
approval / decline times.
(C) The online lending division employed a Direct Underwriting
System. The division enjoyed quicker approval times due to this system.
Other factors that contributed to the increase in revenue include:
(A) The Company's subsidiary ISP division began operations of
BeyonDSL (its wireless Internet service provider) in April 2000. We
began to reach a critical mass of customers in this fiscal year's
reporting period.
(B) LA Internet integrated an automated billing system into their
operations. This allowed us more timely and comprehensive statements.
(C) Our eCommerce division added a number of high-ticket products and
sales were better than expected.
(D) Our Direct marketing division began marketing an additional offer
our long distance savings product.
Selling, general and administrative expenses for the 2001 fiscal
year of $ 5.92 million were an increase 222% over the $3.1 million
for the previous fiscal year 2000. The Company invested in a number
of infrastructure and systems upgrades in order to automate key
business functions. The upgrades came at substantial costs but were
off set by the increase in revenues.
The resulting profit for the twelve-month period ended June 30, 2001
of $106,908 was a significant increase when compared to the loss of
($2,596,444) reported for the year ended June 30, 2000. An additional
$686,608 profit generate form the sale of a company investment in
stock is outside the norm of revenue sources for the Company and is
not representative of on going source of revenue for the Company.
(3) Fiscal 2000 Compared to Fiscal 1999
Revenues for the twelve-month period ended June 30, 2000 of
$2,332,848 increased approximately 1,658.7% when compared with
revenues of $140,641 in the prior year. This revenue increase is
due to the acquisitions made by the Company since the end of its last
fiscal year.
General and administrative expenses for the 2000 fiscal year
were approximately 378% greater then those of fiscal year 1999 due to
the increase of operations of the Company.
The resulting net loss after taxes for the twelve-month period
ended June 30, 2000 was $2,596,444 versus a reported loss for the
year ended June 30, 1999 of $81,836. This loss primarily resulted
from the acquisitions and investments made in the fourth quarter of
this fiscal year.
(4) Fiscal 1999 Compared To Fiscal 1998
Revenues for the twelve-month period ended June 30, 1999 of
$140,641 decreased approximately 94% when compared with revenues of
$2,378,000 in the prior year. This revenue decrease in due to the
shut down of Company operations and closing of the business on
January 18, 1998, and the reopening of the business after the
acquisition of the Company by the current control group in November 1998.
Selling, general and administrative expenses for the 1999 fiscal
year were approximately 25% those of fiscal year 1998 due to the
slowdown of operations of the Company approaching the close of
operations as of January 1, 1998 and the subsequent reopening of the
company in another industry.
The resulting loss for the twelve-month period ended June 30,
1999 was $81,836 versus a reported loss for the year ended June 30,
1998 of $1,160,542. The Company had extraordinary income resulting
from the Company extinguishing debt and recognized it as
extraordinary income (see Note 7. Extraordinary Item of the footnotes
to the attached financials).
Inflation.
The moderate rate of inflation over the past few years has had
an insignificant impact on the Company's sales and results of
operations during the period.
Liquidity and Capital Resources.
Net cash provided by operation of $60,315 for twelve-month
period ended June 30, 2002 was a significant reduction in cash when
compared to the cash balance of $258,019 for the twelve-month period
ended June 30, 2001. The company plans for expansion of the wireless
Internet interstructure has been put on hold and the Company is
currently seeking alternative sources of capital to so the Company
can resume adding additional wireless Internet clients. With the
current slow down U.S. economy the Companies plan for the expansion
of the wireless Internet have been stopped and will not be resumed
until additional sources of capital are obtained by the Company.
Capital Expenditures.
There were several capital expenditures during the 2002 fiscal
year, which includes purchase of additional servers and wireless
Internet equipment purchased for 2X Inc.
Net Operating Loss Carry forwards.
For the fiscal year ended June 30, 2002, the Company had net
operating loss carry forwards for federal and state purposes of
approximately $2,009,299 and $1,0372,097 respectively. These carry
forwards begin to expire in 2014 and 2004, respectively.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations contains "forward looking
statements" within the meaning of Rule 175 under the Securities Act
of 1933, as amended, and Rule 3b-6 under the Securities Act of 1934,
as amended, 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."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk generally represents the risk of loss that may
result from the potential change in the value of a financial
instrument due to fluctuations in interest rates. Market risk is
inherent to both derivative and non-derivative financial instruments,
and accordingly, the scope of the Company's market risk management
includes all market risk sensitive financial instruments.
The Company uses several tools and risk management strategies
to monitor and address interest rate risk. Such tools allow the
Company to monitor and evaluate its exposure to these risks and to
manage the risk profile of its residual interest portfolio in
response to changes in the market risk.
The Company measured the sensitivity of the current value of
cost of funds (Prime Rate plus 1.5%) to changes in the mortgage
interest rate (bond market plus 1.5%) that the Company charges on
funded loans, which is reflected with changes in interest rates. The
difference in the cost of funds versus the rate the Company funded
the mortgage loans could have benefited the company because the cost
of funds was less the mortgage interest rate, or the Company could
loss money if the cost of funds was more than the mortgage interest rate.
The following table summarizes the sensitivity analysis of change in
the fair value of our cost of funds as compared to the residual
interests as of June 30, 2002 and June 30, 2001:
Change In Fair Value As of:
June 30 June 30
2002 2001
Prime Rate 4.750% 6.750%
Our Cost of Funds 1.500% 1.500%
Total 6.250% 8.250%
Bond Market 4.800% 5.331%
Consumer Cost of Funds 1.500% 1.500%
Total 6.300% 6.831%
Net Impact Benefit (Loss) 0.050% (1.419)%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Financial statements as of and for the fiscal years ended June
30, 2002, 2001, and 2000 (restated) are presented in a separate
section of this report following Part IV.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The names, ages, and respective positions of the directors and
executive officers of the Company are set forth below. The Directors
named below will serve until the next annual meeting of the Company's
stockholders or until their successors are duly elected and have
qualified. Directors are elected for a one-year term at the annual
stockholders' meeting. Officers will hold their positions at the
will of the board of directors, absent any employment agreement, of
which none currently exist or are contemplated. There are no
arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders
may directly or indirectly participate in or influence the management
of the Company's affairs. There are no legal proceedings involving
the officers and directors of the Company.
Directors and Executive Officers.
(a) Louis Cherry, President/Chairman of the Board. *
Mr. Cherry, age 75, was appointed Chairman of the Board, and
President of the Company in October of 1999. From 1995 to 1998, he
was self-employed as a consultant and food broker. For the period of
1993 to 1994, Mr. Cherry served as Chairman of the Board for two
automobile dealerships, University Oldsmobile & Pontiac of Costa
Mesa, California, and San Clemente Chrysler, Jeep & Eagle of San
Clemente, California. Previously, Mr. Cherry was Chairman of the
Board of a national bank and president of an investment firm. Mr.
Cherry has attended the University of California at Los Angeles.
(b) Albert R. Reda, Chief Executive Officer/Secretary/Director.
Mr. Reda, age 56, was appointed a Director, Chief Executive
Officer, and Secretary of the Company in November 1998. From 1996 to
1998, he was employed with CRT Corporation as Vice President in
charge of production for manufacturing frozen food products. For the
period of 1994 to 1995, Mr. Reda was self-employed in the financial
lending area, buying and selling loans between individuals and
institutions. Mr. Reda received his Bachelor of Science Degree from
California State University, Long Beach, with a major in engineering.
(c) Wade H. Whitely, Director. *
Mr. Whitely, age 40, has been self-employed for the past five
years as a marketing and design consultant for several mortgage
companies, including Marina Mortgage Corp., Owen Mortgage Inc.,
Community Mortgage Corp. and Western Thrift & Loan. For approximately
2 and one-half years prior to that, he was employed as an acting
manager of Northwest Mortgage Corp. Mr. Whitely has also recently
designed and implemented e-commerce for Sunglass Central, Optical
Brigade, Net2 Loan, and Site- Creator. Mr. Whitely earned his
Bachelor of Science degree in finance from Memphis State University.
* Before the end of the first quarter of the Fiscal Year ending June
30, 2003 and prior to the filing of this 10K this Director resigned.
Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 does not
apply to the Company since it is a reporting company under Section
15(d) under that Act.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
Annual compensation Long-term Compensation
Awards Payouts
Name and Other Restricted Securities
principal Fiscal annual stock underlying LTIP All other
position Year Salary Bonus compensation award(s) options/SARs payouts compensation
(1)
($) ($) ($) ($) (#) ($) ($)
Louis Cherry, 2002 $120,000 0 0 0 0 0 0
President/ 2001 $240,000 0 $ 9,600 0 0 0 0
Treasurer 2000 $160,000 0 1,260,000 0 0 0 00
Albert Reda, 2002 $120,000 0 0 0 0 0 0
Chief Executive 2001 $240,000 0 $ 9,600 0 0 0 0
Officer/ 2000 $160,000 0 1,260,000 0 0 0 0
Wade Whitely, 2002 $ 72,000 0 0 0 0 0 0
Executive 2001 96,000 0 0 0 0 0 0
Vice 2000 0 0 0 0 0 0 0
President
(1) On April 4, 2000, the Company issued 10,000,000 shares of
restricted common stock of the Company each to Mr. Cherry and Mr.
Reda. These shares are intended to compensate these Directors for
their services to the Company for the period of November 1998 through
October 1999, during which period neither person received any
compensation from the Company. Pursuant to Item 402(b)(2)(iii) of
Regulation S-K, these shares are valued at the fair market value at
the end of each calendar month during that period when such
compensation was earned.
Effective July 2000, Mr. Cherry and Mr. Reda receive car
allowances of $800.00 per month. On August 15, 2001, the Company
issued 7,750,000 shares of restricted common stock of the Company
each to Mr. Cherry and Mr. Reda (these issuances are not shown in the
chart above since they occurred after the end of the 2001 fiscal
year). These shares are issued as part of their employment
contracts. These shares were valued at $131,750. Pursuant to Item
402(b)(2)(iii) of Regulation SK, these shares were valued at the fair
market value at the time they were issued.
There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the Company in the
event of retirement at normal retirement date, as there is no
existing plan provided for or contributed to by the Company.
No remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director since there is
no existing plan that provides for such payment, including a stock
option plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
September 21, 2002, 38,273,603 shares were issued and outstanding, of
which 10,027,324 are restricted by (i) all stockholders known to the
Company to be beneficial owners of more than 5% of the outstanding
Common Stock; (ii) each director; and (iii) all directors and
executive officers of the Company individually and as a group (each
person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them):
Title of Name and Address Amount of Percent of
Class of Beneficial Owner Beneficial Class
Ownership
Common Stock Reda Family Trust (1) 2,960,000 7.73%%
3338 Punta Alta, #1E
Laguna Hills, California 92653
Common Stock Cherry Family Trust (2) 1,591,609 4.15%
29245 Pompano Way Laguna Niguel,
California 92677
Common Stock Romis Corp. (3), 1,775,000 4.63%
P.O. Box 4321,
Mission Viejo, California 92690
Common Stock Albert Reda Corp. (4) 1,775,000 4.63%
3900 Birch Street, Suite 103,
Newport Beach, California 92660
Common Stock Wade Whitely, 0 0.00%
3900 Birch Street, Suite 103,
Newport Beach, California 92660
Common Stock Albert R. Reda, 156,609 0.41%
3900 Birch Street, Suite 103,
Newport Beach, California 92660
Common Stock Shares of all directors and 8,258,218 21.55%
executive officers as a group (3
persons)
(1) Reda Family Trust is a trust created by Albert Reda for shares
obtained upon the change in control of the Company in November 1998.
(2) Cherry Family Trust is a trust created by Louis Cherry for
shares obtained upon the change in control of the Company in November 1998.
(3) Romis Corp. is a corporation controlled by Louis Cherry, which
holds shares issued as compensation for services performed by Mr.
Cherry for the Company.
(4) Albert Reda Corp. is a corporation controlled by Albert Reda,
which holds shares issued as compensation for services performed by
Mr. Reda for the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Other than as set forth below, during the past two years, there
have not been any transaction that have occurred between the Company
and its officers, directors, and five percent or greater
shareholders.
(a) On January 1, 2000, Mr. Reda entered into an employment
agreement with the Company for the position of Chief Executive
Officer. The following are the material terms of this agreement:
(1) A salary of $180,000.00, payable in semi-monthly installments
in accordance with the Company's practices, less normal payroll
deductions. On the anniversary date of each year through the fourth
year, the salary each is increased by $1,000 per month.
(2) In addition to this compensation, the Company will
periodically review Mr. Reda's performance and services rendered with a
view to paying discretionary bonuses based upon above-average or
outstanding performance for a prior period. Any such bonuses approved
by the Company will be paid to Mr. Reda within 30 days of the grant
thereof. The following performance milestones shall justify the
particular restricted stock bonuses, to be issued by the company, as
set forth below:
(A) At $2 million in sales, 500,000 shares of common stock.
(B) At $3 million in sales, 800,000 shares of common stock.
(C) At $5 million in sales, 1,000,000 shares of common stock.
(D) At $8 million in sales, 2,000,000 shares of common stock.
(E) At $10 million in sales, 2,500,000 shares of common stock.
(F) At $12 million in sales, 3,000,000 shares of restricted
common stock.
To date, the Company has paid a total of 7,750,000 shares of common
stock as a bonus under this agreement.
(3) In addition to the Salary and bonuses stated above, Mr. Reda
will be eligible to participate in a health insurance plan, including
dependent coverage, supplied by the Company. Mr. Reda will also be
entitled to participate in any and all group life, workers'
compensation, health plan or accidental insurance plans which are
adopted by the Company for the benefit of executive officers or
employees. Mr. Reda will also be entitled to such sick leave and paid
holidays and to such other perquisites of employment, as customarily
are extended by the Company to executive officers or employees. In
addition, Reda will also be entitled to vacation benefits.
(b) On January 1, 2000, Mr. Cherry entered into an employment
agreement with the Company for the position of President. The
following are the material terms of this agreement:
(1) A salary of $180,000.00, payable in semi-monthly installments
in accordance with the Company's practices, less normal payroll
deductions. On the first anniversary date of the agreement, the salary
will increase to $20,000 per month, and $25,000 per month on the second
anniversary date and thereafter.
(2) In addition to this compensation, the Company will
periodically review Mr. Cherry's performance and services rendered with
a view to paying discretionary bonuses based upon above-average or
outstanding performance for a prior period in the same manner as Mr.
Reda. To date, the Company has paid a total of 7,750,000 shares of
common stock as a bonus under this agreement.
(3) In addition to the Salary and bonuses stated above, Mr.
Cherry will be eligible to participate in other benefits as outlined
above for Mr. Reda.
PART IV.
ITEM 14. EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.
Exhibits.
Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.
Reports on Form 8-K.
No reports on Form 8-K were filed during the last quarter of the
fiscal year covered by this report.
Index to Financial Statements Page
Report of Independent Accountant 35
Consolidated Balance Sheets as of
June 30, 2001 and June 30, 2000 36
Consolidated Statements of Operations for the years ended
June 30, 2001, June 30, 2000, and June 30, 1999 37
Consolidated Statement of Stockholders' Equity
for the years ended June 30, 2001, June 30, 2000, and June
30, 1999 38
Consolidated Statements of Cash Flows for the years ended
June 30, 2001, June 30, 2000, and June 30, 1999 39
Notes to Consolidated Financial Statements 41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Internet Business's International, Inc.
Dated: September 27, 2002 By: /s/ Albert R. Reda
Albert R. Reda
Chief Executive Officer, Secretary
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 Company and in the capacities and on the date indicated.
/s/ Albert R. Reda
Albert R. Reda
Chief Executive Officer,
Secretary, and Director
September 27, 2002
REPORT OF INDEPENDENT ACCOUNTANT
To the Board of Directors and Stockholders of
Internet Business's International, Inc.
We have audited the accompanying consolidated balance sheets of
Internet Business's International, Inc. and Subsidiaries as of June
30, 2002 and 2001 and the related consolidated statements of
operations, shareholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Internet Business's International, Inc. and Subsidiaries
as of June 30, 2002 and 2001 and the results of their operations and
their cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Henry Schiffer C.P.A., a P.C.
Beverly Hills, California
September 17, 2002
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND 2001
June 30 June 30
2002 2001
Assets
Cash and cash equivalents $ 60,315 $ 258,019
Accounts receivable, net 166,866 200,968
Inventories 57,468 166,307
Mortgage notes held for sale 0 6,929,724
Prepaid expenses and other 90,820 106,092
Total current assets 375,469 7,661,110
Property and equipment, net 1,957,822 1,869,781
Intangible assets, net 1,462,199 2,543,697
Investment in unconsolidated company 2,000,000 0
Total assets 5,795,490 12,074,588
Liabilities and Stockholders' Equity
Accounts payable 496,790 559,292
Accrued liabilities 56,624 40,963
Revolving line of credit 0 6,230,678
Current portion of long-term debt 23,960 14,048
Deferred revenues 54,096 56,966
Other current liabilities 0 0
Total current liabilities 631,470 6,901,947
Long-term debt 576,469 1,168,453
Total liabilities 1,207,939 8,070,400
Stockholders' equity (deficit):
Preferred stock, par value $100.00 per share;
1,000,000 shares authorized; 0
and 0 issued and outstanding at June 30,
2002 and 2001, respectively. 0 0
Common stock, par value $0.01 per share;
349,000,000 shares authorized;
In May 2002 after a 1 for 10 reverse and
canceling 6,075,000 and issuing
an S8 for 10,000,000 leaves a balance of
38,273,603 and 267,236,029
shares issued and outstanding at June 30, 2002
and 2001,respectively 382,736 2,672,360
Additional paid-in capital 6,214,114 3,669,490
Accumulated deficit (2,009,299) (2,337,662)
Total stockholders' equity 4,587,551 4,004,188
Total liabilities and stockholders' equity 5,795,490 12,074,588
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
June 30 June 30 June 30
2002 2001 2000
Revenues $ 5,895,586 $ 7,206,667 $2,332,848
Costs and expenses:
Cost of revenues 37,648 165,325 1,012,340
Selling, general and administration 5,240,070 6,063,590 3,193,751
Depreciation and amortization 2,050,059 870,844 791,426
Total costs and expenses 7,327,777 7,099,759 4,995,517
Loss from operations (1,432,191) 106,908 (2,664,669)
Other income (expense 1,005,970 686,609 44,157
Income (loss) before income taxes and
minority interest (426,221) 793,517 (2,620,512)
Income taxes (benefit 0 0 8,800
(Loss) income before minority interest (426,221) 793,517 (2,629,312)
Minority interest in loss of subsidiaries 0 0 (32,868)
Net income (loss) (426,221) 793,517 (2,596,444)
Net loss (income) per common share (.01) nil nil
Weighted average number of common shares
Outstanding 29,106,936 250,907,333 189,571,337
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
June 30 June 30 June 30
2002 2001 2000
Preferred stock:
Balance, beginning of year $ 0 $ 0 $2,390,000
Preferred stock issued 0 0 0
Balance, end of year 0 0 2,390,000
Common stock:
Balance, beginning of year 2,672,360 2,211,151 1,773,030
Common stock issued 155,000 461,209 438,121
Stock reverse 1 for 10 (2,544,624) 0 0
Common stock issued (post reverse) 100,000 0 0
Balance, end of year 382,736 2,672,360 2,211,151
Additional paid-in capital:
Balance, beginning of year 3,669,490 3,669,490 356,930
Common stock issued 0 0 3,312,560
Stock reverse 2,544,624 0 0
Balance, end of year 6,214,114 3,669,490 3,669,490
Retained earnings (deficit):
Balance, beginning of year (2,337,662) (3,131,178) (534,734)
Disposing of subsidiaries, net 754,584 0 0
Net (loss) income for the year (426,221) 793,516 (2,596,444)
Balance, end of year (2,009,299) (2,337,662) (3,131,178)
Total stockholders' equity 4,587,551 4,004,188 5,139,463
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
June 30 June 30 June 30
2002 2001
Cash Flows From Operating Activities:
Net (loss) income $ (426,221) $ 793,516 $(2,596,444)
Adjustment to reconcile net (loss)
income to net cash used by operating
activities:
Depreciation and amortization 732,706 870,844 830,736
Reserve for loss on accounts and notes
Receivable 0 119,372 150,000
Reserve for loss on mortgage loans
Receivable 0 100,000 100,000
Minority interest 0 0 (32,868)
Changes in operating assets and liabilities:
Accounts receivable (166,866) (200,968) (148,813)
Inventories (57,468) (166,307) 0
Mortgage loans receivable net 0 (699,064) 82,259
Prepaid expenses and other 90,820 106,092 271,900
Accounts payable 496,790 559,292 (278,617)
Accrued liabilities 56,624 40,963 48,900
Deferred revenues 54,096 56,966 247,090
Other current liabilities (23,960) (14,048) (1,800)
Net cash used in operating activities 756,521 1,566,658 (1,327,657)
Cash Flows From Investing Activities:
Purchases of property and equipment (88,041) (1,713,601) (755,952)
Businesses sale or purchase
transactions, net of cash paid 997,774 (26,250) (104,865)
Purchases of intangible assets 0 (85,506) (286,372)
Net cash used in investing activities 909,733 (1,825,357) (1,147,189)
Cash Flows From Financing Activities:
Net repayments under revolving line of
Credits 0 (125,116) (89,437)
Repayment of short-term borrowings 0 0 0
Net issuance of long-term debt 0 964,792 (61,887)
Repayment of notes payable (591,984) (709,869) (181,832)
Collection of notes receivable 0 654,009 1,080,991
Investment by minority interest 0 0 27,000
Preferred stock 0 (2,390,000) 0
Common stock/ issuance-reverse net (1,271,974) 461,209 3,279,397
Net cash provided by financing activities (1,863,958) (1,144,975) 4,054,232
Net increase (decrease) in cash (197,704) (1,403,674) 1,579,386
Cash, beginning of year 258,019 1,661,693 82,577
Cash, end of year 60,315 258,019 1,661,963
Interest paid 0 142,406 86,611
Acquisition of Businesses:
Fair value of:
Assets acquired 0 31,250 4,640,167
Liabilities assumed 0 0 (4,064,018)
Stock issued 0 (5,000) (471,284)
Net cash paid for acquisitions 0 26,250 104,865
Other Income
Disposition of Business
Sale of Atlas Capital Corporation
Atlas Capital Corporation purchase price 30,000
Purchase of Atlas equipment (25,000)
Net Income 5,000
Sale of Assets of Global To Ace Optics
Purchase of Equipment 246,000
Due Affiliates from Payment (246,000)
Net Income 0
Sale of Ace Optics.
Ace Optics purchase price. 2,000,000
Due from Affiliates Credit (583,507)
Net Income 1,416,493
Other offset
Guarantee Capital Closing (418,719)
Other income net 3,196
Total 1,005,970
Retained Earnings Adjustments
Atlas Capital Corporation 662,635
Global Buying Group 51,796
Ace Optics 40,153
Net adjustment 754,584
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Change in Control
Prior to December 31, 1997, Internet Business's International, Inc.
(the "Company") was in the food product manufacturing business
formerly known as "International Food and Beverage, Inc.". In
November 1998, new stockholders bought majority control from the
previous Chief Executive Officer through a private transaction.
Immediately thereafter, the former CEO resigned and the new
stockholders assumed the executive management positions. In December
31, 1998, after new management was in place, a decision was made to
change the Company's principal line of business from a manufacturing
business to a high technology company. In connection with the change
in business, the Company changed its name from International Food &
Beverage, Inc. to Internet Business's International, Inc., and
reincorporated the Company on December 8, 1998 in the state of
Nevada. The Company, after January 1, 1999 began plans to offer
Internet based e-commerce services. In April of 1999, the Company
announce it's first e-commerce site and was engaged in the
development, operation and marketing of a number of commercial The
Company currently has operates two reporting divisions made up of
subsidiaries and or divisions of the Company. The Company had three
division to fiscal year end of June 2002 which were as follows:
Lending on Line (which includes real estate loans and equipment
leasing), this division ceased operations in June of 2002, Internet
Service Provider (which includes a national Internet access dial-up
service, wireless high speed Internet access in Las Vegas, Nevada and
Woodland, California, and Internet web design and hosting), and
Direct Marketing (which includes the direct marketing of long
distance phone services, computers with Internet access, wireless
high speed Internet access and bandwidth), and Internet web design
hosting). The Company has 4 offices in the US and 1 in Europe and
more than 20 employees.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. Significant intercompany
balances and transactions are eliminated in consolidation. Affiliated
companies in which the Company does not have a controlling interest
are accounted for using the equity method.
The Company's consolidate financials included Global GPP subsidiary
that the Company owned 80% of, during the time it operated. From
March of 2000 to March of 2001, at which time Global GPP ceased
operations. The financial information were included in the E Commerce
section, of the Companies financials, until the sale of Ace Optics in
the fourth quarter of this fiscal year ended June 30, 2002, and that
information is now included in the Other Income along with the
Companies Other activities.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Significant
estimates include allowances doubtful accounts and notes receivable
and for mortgage loans receivable. Actual results could differ from
those estimates.
Change in Revenue Recognition
Prior to July 1, 2001 the revenue for the Mortgage Division was
booked as follows: the mortgage loan amount funded by the Company was
booked as revenue on the date of funding. After that date, the net
proceeds received from the sale of the mortgage loan were booked as
revenue upon receipt of those funds by the Company. This has a
significant impact on the revenue for the Company, but does not
impact the net income (loss) for the Company. The financial
statements were revised for June 30, 2001, and the companion figures
for June 30, 2000 to incorporate the changes of revenue recognition
for the Mortgage Division.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year classification.
Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments with
an original maturity date of three months or less to be cash
equivalents.
Mortgage Loans Held for Sale
Loans held for sale include originated mortgage loans intended for
sale in the secondary market. Loans held for sale are recorded at
the lower of aggregate cost or fair value.
Interest Accrual
Accrued interest ceases upon sale of the Mortgage Loan.
Allowance for Loan Losses
The allowance for loan losses represents management's estimate.
Balance Sheet will provide information as follows (if applicable):
Assets
Loans held for sale XXX
Allowance for loan losses XXX
SFAS 134 requires mortgage-banking enterprises to classify securities
as held-to-maturity, trading, or available-for-sale, depending on the
entity's intent and ability to hold the securities. If the mortgage
banking enterprise commits to sell a mortgage-backed security before
or during the securitization process, the entity must classify the
security as trading.
Property and Equipment
Property and equipment is stated at cost and depreciated using the
straight-line method over the estimated useful life of the assets,
which is generally three to five years for computers and computer
related equipment and five to seven years for other non-computer
furniture and equipment. Leasehold improvements are amortized using
the straight-line method over the shorter of their estimated useful
lives or the term of the lease, ranging from one to ten years.
Intangible Assets
Intangible assets consist primarily of acquired customer bases, long-
term marketing agreements, goodwill, and other items. Customer bases
acquired directly are valued at cost, which approximates fair value
at the time of purchase. When material intangible assets, such as
customer bases and goodwill are acquired in conjunction with the
purchase of a company, IBII undertakes a study by an independent
third party to determine the allocation of the total purchase price
to the various assets acquired and the liabilities assumed. The
costs assigned to intangible assets are being amortized on a
straight-line basis over the estimated useful lives of the assets,
which is 36 months for substantially all remaining intangible assets
as of June 30, 2002. Goodwill and other intangible assets are
periodically reviewed for impairment to ensure they are appropriately
valued. Conditions that may indicate an impairment issue exists
include an economic downturn, changes in the churn rate of
subscribers or a change in the assessment of future operation. In
the event that a condition is identified that may indicate an
impairment issues exists, an assessment is performed using a variety
of methodologies, including cash flow analysis, estimates of sales
proceeds and independent appraisals.
Additional Paid In Capital
In May of 2002 a 1 share for 10 shares reverse became effective. This
was the first part of a Securities Purchase Agreement in conjunction
with a stock registration. The Company received $120,000 as a loan to
be paid with the registration of stock during the fiscal year. Due to
the price drop in the stock after the reverse occurred the
registration did not occur. The Loan proceeds booked as long-term
debt. The stock reverse difference of shares issued and outstanding
is stated as additional paid in capital in the amount of $2,544,624.
By the end of March 2000, the Company issued an additional 7,000,000
shares of the Company's common stock, in a private placement to a
qualified investor, which provided to the Company $3,382,560.
No additional paid in capital occurred during the fiscal year ending
June 30, 2002.
Revenue Recognition
IBII recognizes revenue when persuasive evidence of an arrangement
exists, delivery has occurred, the sales price is fixed or
determinable and collectibility is probable.
For ISP services, these criteria are met monthly as our service is
provided on a month-to-month basis and collection for the service is
generally made within 30 days of the service being provided.
Narrowband access revenues consist of monthly fees charged to
customers for dial-up Internet access. Narrowband access revenues
also include monthly service fees; any associated equipment revenues
for the Internet appliance and wireless access services provided as
part of the company's marketing initiative and equipment fees.
Broadband access revenues consist of fees charged for high-speed,
high-capacity access services including DSL, fixed wireless, and
dedicated circuit services, installation, termination fees and fees
for equipment. Web hosting revenues consist of fees earned by
leasing server space and providing web services to companies and
individuals wishing to present a web or e-commerce presence.
Advertising, content and electronic commerce revenues are recorded as earned.
For lending on line, revenue principally represents closed-loan fees
paid by Lenders that closed a loan for a consumer that originated
through our Websites, for example, www.gcapgp.com. Closed-loan fees
are recognized at the time the lender reports the closed loan to us.
This subsidiary was closed down in June 2002. Additional revenue is
derived from on line leasing, and is recognized as the services are performed.
Revenue from direct marketing - Fees are earned from products and or
services are sold are only recognized as revenue upon receipt of those funds
Source: SAB 101
Advertising Expense
All advertising costs are expensed when incurred.
Concentration of Credit Risk
The Company is subject to credit risk through trade receivables.
Monthly Internet access fees and web hosting are generally billed to
the customer's credit card, thus reducing the credit risk. The
Company routinely assesses the financial strength of significant
customers and this assessment, combined with the large number and
geographic diversity of its customers, limits the Company's
concentration of risk with respect to trade accounts receivable.
Income Taxes
The Company accounts for income taxes under the asset and liability
approach where deferred income tax assets and liabilities reflect the
future tax consequences, based on enacted tax laws, of the temporary
differences between financial and tax reporting at the balance sheet date.
Earnings per Share
Basic earnings per share are computed by dividing net income (loss)
by the weighted average of common shares outstanding for the period.
Diluted earnings per share are computed by adjusting the weighted
average number of shares outstanding during the period for all
potentially dilutive shares outstanding during the period.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS
133, Accounting for Derivative Investments and Hedging Activities.
SFAS 133 establishes new model for accounting for derivatives and
hedging activities and supersedes several existing standards. SFAS
133, as mended by SFAS 137 and SFAS 138, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. The Company
does not expect that the adoption of SFAS 133 will have a material
impact on its financial statements.
3. Business Combinations
The Company's business combinations have been accounted for using the
purchase method, and, accordingly, the total purchase price of each
acquired company was allocated to the tangible assets and liabilities
and identifiable intangible assets based on their estimated fair
values as of the closing date of the acquisition. The excess
purchase price over the fair values is recorded as goodwill. Results
of operations for the acquired companies are included prospectively
from the date of acquisition.
In June 2002 the Company announced the sale of Ace Optics to CRT
Corporation for $2,000,000 worth of CRT restricted stock
In June 2002 the Company announced that it plans to divest it self of
the Guarantee Capital Group subsidiary, and in anticipation of that
occurrence ceased operations of the on line mortgage lending group.
In February 2002 the Company announced that it plans to spin-off the
Global Construction Buying Group to its shareholders by the end of 2002.
In September 2001 the Company started Guarantee Capital Group, which
acquired the computer, furniture and processing equipment from the
new owner of Atlas Capital Corporation for $30,000. In November 2001
Guarantee Capital Group had exceeded the capacity of its mortgage
banking line. This prevented Guarantee from funding the balance of
its processed loans and subsequently in December 2001, 20 its 24
employees were laid off. The Company ceased the operation of
Guarantee before the end of June 2002.
In September 2001 the Company started a new marketing subsidiary 1st2
Market Incorporation and ceased operating its predecessor Allstates
Communications Inc. The new subsidiary will only market the Company's
products whereas Allstates marketed cell phones for cellular phone companies.
In March 2001, IBII ceased to operate Global GPP Corporation and
closed its corresponding operation in Europe. The Company started a
new corporation, which is a wholly owned subsidiary, Global
Construction Buying Group, whose main asset is the equipment acquired
from Global GPP Corporation.
In October 2000, IBII signed an acquisition agreement with Auction-
Sales.Com. The Company invested $180,000 in the Auction-Sales.Com and
in December 2000 rescinded the acquisition due to undisclosed debts.
The Company is currently suing for the return of the funds and
believes that if the Company prevails the debt could be collected.
In October 2000, IBII acquired the auction web site operations of the
Sonic Auction Company for a purchase price of approximately $5,000.
With this acquisition, the Company acquired a database and a
functioning web auction site. The Company issued 500,000 shares of
restricted common stock, to acquire Sonic Auction Company. This site
ceased operation in March of 2001.
During the quarter ended September 2000, the Company issued 4,113,871
of shares of restricted common stock tock for service valued at $41,139.
In April 2000, IBII acquired the all the outstanding stock of Atlas
Capital Corporation, a mortgage-banking company, for 600,000
restricted common stock valued at $6,000. In connection with the
acquisition, the Company acquired assets of approximately $3,183,000
and assumed liabilities of approximately $3,179,000. The difference
of $260,000 was recorded as intangible assets related to acquisition
of trade names, websites, workforce-in-place and is being amortized
over 5 years. By end of August 2001 the company sold Atlas Capital
Corporation with its assets and liabilities.
In March 2000, the Company acquired the assets and assumed certain
liabilities of Internet 2xtreme, an Internet Service Provider based
in northern California. The total purchase price was $735,000, which
consisted of cash of $17,635 and 124,589 shares of restricted common
stock valued at $186,88. In connection with the acquisition, the
Company recorded intangible assets of approximately $666,000, which
consisted of approximately 4,800 customer accounts, website and
workforce-in-place, which are being amortized over 5 years.
In March 2000, the Company acquired 80% of the outstanding shares of
Global GPP for $500,000. Global GPP owns a business-to-business
website, equipment and its strategic agreements with IBM Hungary to
market business-to-business services in Eastern Europe.
In February 2000, the Company acquired the assets and assumed certain
liabilities of Direct Communications, Inc., a wireless communications
company. In addition to assuming certain liabilities, the Company
paid cash of $80,000 and issued 30,000 shares of restricted company
stock at valued at $300. Intangible assets purchased totaled
$265,000, consisting of customers lists, website and workforce-in-
place and is being amortized over 5 years. These assets and
liabilities were transferred to the newly formed and wholly owned
subsidiary of the Company, Allstates Communications Inc.
In December 1999 the Company entered into a service agreement to
market its services on the Internet for 6,000,000 shares of common
stock valued at $60,000.
In November 1999, the Company, acquired an E Commerce website Optical
Brigade, an on-line sunglass distribution website, for 5,050,) of
restricted shares of common stock valued at $50,500.
In August 1999, the Company acquired the website, Net 2 Loan, an on-
line loan processing website for 400,000 shares of restricted common
stock valued at $4,000.
In July 1999 the Company acquired MBM Capital Group for $72,000 and
112,667 shares of restricted common stock valued at $1,127. MBM was
sold during the fiscal year of acquisition for a $150,000 note. After
the sale MBM ceased operations and the Company considers the note
valueless.
In June 1999, the Company acquired the assets of L.A. Internet, a
southern California-based Internet Service Provider, which included
customer accounts, trade name, websites, etc. for $545,000 in
exchange for a reduction of the Note Receivable from Iron Horse
Holdings, Inc. (see Preferred Stock Note 8).
4. Certain Financial Statement Information
June 30 June 30
2002 2001
Accounts receivable:
Accounts receivable $ 292,747 $ 396,977
Less: allowance for doubtful accounts (125,881) (196,009)
Accounts receivable, net 166,866 200,968
Mortgage loans held for sale:
Mortgage loans held for sale 0 7,049,096
Less: allowance for loan losses 0 (119,372)
Mortgage loans held for sale, net 0 6.929,724
Property and equipment:
Office furniture and equipment 47,999 47,155
Machinery and computer equipment 3,136,393 2,239,781
Leasehold improvements 0 1,726
Less: accumulated depreciation (1,226,570) (418,881)
Property and equipment, net 1,957,822 1,869,781
Intangible assets:
Capitalized software costs, including websites 1,270,156 1,270,156
Subscriber member bases 1,148,307 1,302,118
Others, including customer lists, existing
technology, trade names 423,386 423,386
Less: accumulated amortization (1,379,650) (451,963)
Intangible assets, net 1,462,199 2,543,697
5. Revolving Lines of Credit
In January the Company had a credit facility with PCFS for $3,000,000
under specified conditions to fund residential mortgages to
customers. The residential loans serve as collateral, and funds are
advanced up to 98% of the unpaid principal amount of the qualified
mortgage loan granted to the customer. The credit facility bears
interest at the Prime Rate plus 1.0% for loans outstanding for 60
days or less. The interest rate increases to Prime Rate plus 4.0%
for loans outstanding between 60 and 120 days, and increases to Prime
Rate plus 6.0% for amounts outstanding over 120 days. By May of 2002
this line was not used and the agreement terminated.
On February 1, 2000, the Company entered into a Master Repurchase
Agreement that provides the Company with a warehouse facility through
IMPAC Warehouse Lending Group ("IMPAC"). The IMPAC line provides the
Company with an open warehouse credit line (as set forth by IMPAC)
for the Company's mortgage originations only. Under the terms of the
agreement, the Company must repay the funded amount within 30 days of
the date the funds were disbursed with interest at the Prime Rate
plus 1.0%. If the funds are not repaid within 30 days, the interest
rate increases to Prime Rate plus 3.0% until repaid, and IMPAC
reserves the right to sell the loan and any shortfall remains the
liability of the Company. The IMPAC line is secured by the mortgage
loans funded with the proceeds of such borrowings. The IMPAC line
does not have a stated expiration date but is terminable by either
party upon written notice. This agreement was terminated in December
of 2001. Amounts outstanding under the IMPAC line at June 30, 2002
and 2001 were $0 and $6,183,228 respectively.
On March of 2001, the Company entered into a Master Repurchase
Agreement that provides the Company with a warehouse facility through
Imperial Warehouse Lending Group ("Imperial"). The Imperial line
provides the Company with an open warehouse credit line (as set forth
by Imperial) for the Company's mortgage originations only. Under the
terms of the agreement, the Company must repay the funded amount
within 30 days of the date the funds were disbursed with interest at
the Prime Rate plus 1.0%. If the funds are not repaid within 30
days, the interest rate increases to Prime Rate plus 3.0% until
repaid, and Imperial reserves the right to sell the loan and any
shortfall remains the liability of the Company. The Imperial line is
secured by the mortgage loans funded with the proceeds of such
borrowings. The Imperial line does not have a stated expiration date
but is terminable by either party upon written notice. This Line was
terminated in July of 2001. Amounts outstanding under the IMPAC line
at June 30, 2002 and 2001 were $ 0 and $ 865,468 respectively.
The effective interest rate for the credit lines listed above were as
follows per quarter, the interest charge is deducted from the sale
proceeds of the funded loans and is booked as a cost of revenue;
Quarter Prime Rate Impac** Imperial* Number of Loans
Held over 30 Days
June 30, 2001 6,75% 7.75% 7.75% 0
Sept. 30 2001 6.00% 7.00% N/A 0
Dec. 31, 2001 4.75% 5.75% N/A 0
March 31, 2002 4.75% N/A N/A 0
June 30, 2002 4.75% N/A N/A 0
* Imperial line not in use after June 2001
** Impac line not in use after December 2001
In addition, the Company had a bank line of credit that provides for
maximum borrowings up to $125,000. The line of credit is personally
secured by certain officers of the Company, and currently bears
interest at 11.5% at June 30, 2000 and is due on August 31, 2000.
The outstanding balance against the line of credit as of June 30,
2002 and 2001 were $ 0 and $ 0, respectively. The Company paid off
the line of credit line during the fiscal year ending June 30, 2001,
because it was no longer required.
All credit facilities and bank line of credit require the Company to
maintain certain financial ratios and adhere to specific non-
financial requirements. At June 30, 2002, the company was in
compliance with the various covenants contained in the above agreements.
6. Long-Term Debt
Long-term debt at June 30, 2002 consists of the following:
Current Portion Long-term Total
Notes payable to secured by
certain Company assets,
requiring monthly payments of
$8,442 including interest
various interest rates and due
dates. $ 23,960 $ 520,750 $ 496,790
During the fiscal year certain real estate loans defaulted. The
Companies subsidiary is making payment to the lender that purchased
the defaulted loans. These payments are made at the note rate for
each loan. The Company has filed claims with the Companies E&O
Insurance carriers. and until the claims are either denied or paid
the company lists these debts as long-term debt. These notes total
$844,933. Effective September 1, 2001 the Company sold the subsidiary
Atlas Capital and these liabilities are included in the sale.
7. Extraordinary Item
The California Code of Civil Procedure Section 337 states; "Within 4
years (four), an action upon any contract, obligation or liability
founded upon a written statement or written contract." The debts of
company's (see Note 1) identified were greater then 4 years old and
not enforceable. Legal counsel Edgar Scheck reviewed the debts and
issued and opinion letter that the prior company's debts were not
collectable based upon this Code Section 337. The Company then
extinguished these debts and recognized amount of the debt as
extraordinary income. SFAS 125 list 2 sets of circumstance under
which a liability is not recognized (which is listed below). The
second set of circumstance states the GAAP basis for which the
Company extinguished the debt and recognized the debt amount as
extraordinary income in the fiscal year ended June 30, 1999.
Per SFAS 125, defeasance does not result in the extinguishments of a
liability. A liability is derecognized only if:
1. The creditor is paid and the debtor is relieved of the obligation.
2. The debtor is released legally either by the creditor or
judicially from being the primary obligor.
All gains and losses from extinguishments, if material in amount,
receive extraordinary item treatment.
8. Stockholders' Equity
Authorized Shares
During November 2000, the board of directors of the Company amended
the articles of incorporation to increase the number of authorized
shares of common stock to 349,000,000 shares.
Stock Issuance
Before the end of the fiscal year the following occurred:
Stock Reverse; In May of 2002 a 1 share for 10 shares reverse became
effective. This was the first part of a Securities Purchase Agreement
in conjunction with a stock registration. The Company received
$120,000 as a loan to be paid with the registration of stock during
the fiscal year. Due to the price drop in the stock after the reverse
occurred the registration did not occur. The Loan proceeds booked as
long-term debt. The stock reverse difference of shares issued and
outstanding is stated as additional paid in capital in the amount of
$2,544,624.
During Fiscal Year ended June 30, 2002 IBII issued stock for services.
Post-Stock reverse 10,000,000 shares of common stock were issued as
payment to consultants in lieu of cash for services provided pursuant
to a consulting agreements. The fair value of the shares was recorded
as prepaid professional services and amortized ratably over the term
of the contract. These shares were issued pursuant to a Form S-8
registration statement.
In September 2001 15,500,000 shares were issued as per employment
contract, bring the total number to 282,736,029 common snares issued
and outstanding of which 134,495,037 are restricted.
During Fiscal Year ended June 30, 2001 IBII did not issue stock for
services.
During fiscal year ended June 30, 2000, IBII agreed to issue
approximately 30.4 million shares of restricted common stock for
development and advertising services over a period of twelve months.
Under the agreement, the shares were issued as certain milestones
were met, and the fair value of the shares was recorded as prepaid
advertising and amortized ratably over the term on the contract.
During fiscal year ended June 30, 1999, IBII issued in December of
1998, approximately 9.1million shares of restricted common stock to a
consultant in lieu of cash for services provided pursuant to a
consulting agreement. The fair value of the shares was recorded as
prepaid professional services and amortized ratably over the term of
the contract. Under this agreement, IBII issued additional 2.1
million shares of restricted common stock in January 1999.
The company complies with the provisions of Emerging Issues Task
Force ("EITF") Issue No. 96-18, Accounting for Equity Instruments
Issued to Other Than Employees for Acquiring, or in Conjunction with,
Selling Goods or Services ("EITF 96-18"), with respect to stock
issuances to such non-employees, whereby the value of the services
was determined as a reliable measurement of fair value.
Stock Issuance for acquisitions see Note 3. Business Combination.
Preferred Stock
On December 15, 1998, the Company entered into an agreement with Iron
Horse Holdings, Inc. ("IHHI"), a privately held company that in which
officers or family members of the officers of the Company have
minority stock ownership, for IHHI to purchase 23,900 shares of the
Company's preferred stock with a par value of $100.00 per share, in
exchange for a promissory note receivable from IHHI in the amount of
$2,500,000. The difference between the par value of the shares and
the purchase price is treated as additional paid-in-capital. Shares
purchased under the agreement are to be issued to IHHI or its
designee. The promissory note receivable bear interest at 9% per
annum, and is secured by a blanket security agreement executed by
IHHI and perfected by filings as specified by law. Until such note
is paid in full, IHHI shall pay the 3% coupon on such shares as are
issued under the agreement directly to the shareholder(s) of record
at the time such payment is due. During the fiscal year ending June
30, 2001, the company-received payment in full on the note executed
by IHHI, also during this fiscal year IHHI converted the preferred
into common stock. There are no preferred shares issued and or
outstanding as of this date.
The Company acquired 100% of LA Internet, Inc. in June of 1999 for
$525,000 from IHHI, which was credited towards the note that is owed
by IHHI to the Company.
During Fiscal June 30, 2000 the Company received the following
payments on the note executed by IHHI,
Date Balance Payment Interest Paid Form of payment
June 15, 1999 $240,000 Credit
June 15, 1999 $525,000 Credit - LA Internet
Total $765,000
Date Balance Payment Interest Paid Form of payment
June 30, 1999 $1,735,000
Sept. 30, 1999 $1,464,754 $ 270,246 $ 39,037 Cash
Dec. 31, 2000 $1,194,508 $ 270,246 $ 32,957 Cash
March 31, 2000 $ 924,262 $ 270,246 $ 26,876 Cash
June 30, 2000 $ 654,009 $ 270,253 $ 20,796 Cash
Total $ 654,009 $1,080,991 $119,666
During Fiscal June 30, 2001 the Company received the following
payments on the note executed by IHHI,
Date Balance Payment Interest Paid Form of payment
June 30, 2000 $ 654,009
Sept. 30, 2000 $ 490,509 $163,500 $ 14,715 Cash
Dec. 31, 2000 $ 327,009 $163,500 $ 11,036 Cash
March 31, 2001 $ 163,509 $163,500 $ 7,357 Cash
June 30, 2001 $ 0 $163,509 $ 3,679 Cash
Total $ 0 $654,009 $ 36,787
9. Income Taxes
The provision for income taxes for the years ended June 30, 2002 and
2001 consist of the following (there were no provision for income
taxes on the financials due to the net loss carry forward from the
previous years operations):
June 30 June 30
2002 2001
Current income tax expense:
Federal $ 0 $ 269,795
State 0 0
0 269,795
Deferred income tax expense:
Federal 0 0
State 0 0
0 0
0 0
Amounts for deferred income tax assets and liabilities as follows:
Assets $ 0 $ 269,795
Valuation allowance 0 (269,795)
0 0
Liabilities 0 0
Net tax asset or liability 0 0
Deferred income tax assets consist primarily of net operating loss
carry forwards. The Company has provided for a full valuation
allowance on the deferred income tax assets as the realization of
such benefits are uncertain. Such carry forwards begin to expire
beginning in 2004.
For the year ended June 30, 1999, the Company excluded the
forgiveness of debt income from taxable income pursuant to Internal
Revenue Code Section 108(A)(1)(B) and 108(B).
10. Commitments
The Company leases all of its offices, and the Company moved several
of its offices during the e current fiscal year ended. This has
reduced the Company's monthly obligations for several locations
during the fiscal year and sold one of its subsidiaries and closed
another. The future minimum rental commitments at June 30, 2002 under
these leases are as follows:
Corporate Headquarters 4634 S. Maryland Pkwy, Suite 107, Las
Vegas, Nev. 89119
$2451 per month ending 6-03 total $29,412
West Coast Headquarters 3900 Birch Street, Suite 103, Newport
Beach Ca. 92660
$2100 per month ending 3-03 total $18,900
International Headquarters 3 Boicho Voivoda str., 1024 Sofia,
Bulgaria (monthly)
2X Inc. 550 Carson Plaza Drive Suite 127,
Carson. Ca. 90746
$2250 per month ending 12-04 total $40,500
725 Main St. Suite 12, Woodland, Ca. 95695
$1270 per month ending 11-03 total $19,050
4634 S. Maryland Pkwy, Suite 107, Las Vegas,
Nev. 89119
Several of these locations house more then one subsidiary.
The commitment for the Company based upon the aforementioned leases
for the remaining quarters of this fiscal year is $107,862.
After September 1, 2002 the Company consolidated its southern
California operation to the offices located in Carson, California.
The Company also houses equipment at several co-location facilities.
11. Segment Information
In accordance with SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," management has determined that
there are three reportable segments based on the customers served by
each segment: Full service internet service provider (ISP), mortgage
banking business (which ceased operation in June 2002), and business-
to-consumer ("B2C") provider. Such determination was based on the
level at which executive management reviews the results of operations
in order to make decisions regarding performance assessment and
resource allocation.
Full service Internet service provider serves customers requiring
Internet access in the western United States through dial-up, and
high-speed wireless; web hosting and web design. Mortgage banking
business includes online mortgage loan origination, processing,
servicing and resales, (which ceased operations in June 2002).
Business-to-consumer provider primarily consists of cellular phone
service origination fees and sales.
Certain general expenses related to advertising and marketing,
information systems, finance and administrative groups are not
allocated to the operating segments and are included in "other" in he
reconciliation of operating income reported below. The accounting
policies of the segments are the same as those described in the
summary of significant accounting policies (see Note 2).
Information on reportable segments is as follows:
Fiscal Year Ended June 30 June 30
2002 2001
Full-service ISP
Net sales .$ 3,437,011 $ 4,912,285
Operating income 290,448 2,037,932
Mortgage loan originations held for resale
Net sales 1,845,991 1,073,147
Operating income 17,358 (83,571)
Marketing (B-to-b/c)
Net sales 9,973 495,251
Operating income (372,019) (825,858)
Other
Net income 602,611 725,984
Unallocated expense (362,008) (334,986)
Total
Net sales 5,895,586 7,206,667
Operating income (426,221) 793,517
12. Other Events
a. Dividend
On June 17 2002, the Company announced the sale of Aces Optics to CRT
Corp. for 2,000,000 shares of CRT restricted stock valued at $1.00 a
share, the dividend was to be based on one share of CRT Corp. per 100
shares of post reverse shares of the Company. On July 8 the Company
announced that the record date of July 17, 2002 for the shares
holders to receive the dividend. On July 18, 2002 the Company
announce the date of distributions to be August 30, 2002. By
September 15, the Transfer agent was work with DTC to complete the
issuance of the divided CRT Corp. restricted to its shareholders.
b. RTRN
In June 2001 the Company announced that an agreement of merger and
share exchange was executed by and among Return Assured Incorporated,
a Delaware corporation ("RAI"), IBUI Acquisition Corp., a Nevada
corporation (the "Merger Subsidiary" and together with RAI, the "RAI
Parties"), and Internet Business's International, Inc., a Nevada
corporation ("IBUI"). The merger was to be completed before January
of 2002. All parties to the agreement mutually canceled failing the
completions of merger the agreement within the time frame agreed to
the agreement. .
c. PMCC
On August 2, 2000, the Company announced that it has entered into an
agreement whereby the Company would purchase 2,460,000 share of
PMCC Financial Corp. ("PMCC"), a full-service mortgage banking
company, common stock from PMCC's former chairman of the board,
Ronald Friedman, and The Ronald Friedman 1997 Grantor Retained
Annuity Trust Ronald Friedman, which represents 66.36% of the
3,707,000 PMCC shares outstanding. The aggregate purchase price of
$3,198,000 is to be paid in cash to the seller by the Company as
follows: $700,000 at date of closing; $306,857 for each of the seven
installment payments to be paid on the 30th, 60th, 90th, 120th, 150th,
180th and 210th days following the close; $175,000 on each of the 240th
and 270th day after the date of the closing. Shares of PMCC, a listed
AMEX company, were not trading at the time of the agreement. In the
event that three months after closing, if PMCC's shares are not
actively trading on the AMEX or NASDQ exchanges and the Company has
not merged PMCC with the Company or any of the Company's
subsidiaries, the purchase price shall be reduced by the amount of
the final two $175,000 payments.
Also on July 28, 2000, in a separate transaction, the Company entered
into a stock purchase agreement with an unrelated individual whereby
the Company would sell up to 370,000 of PMCC shares that the Company
either owns or will eventually own, for total consideration of
$1,387,500. Shares of PMCC stock sold by the Company will be
released to the buyer in proportion to payments received.
The Company on March 2, 2001 filed an action against Ronald Friedman
and The Ronald Friedman 1997 Grantor Retained Annuity Trust in
Federal Court, in Orange County, California for rescission of the
purchase of the PMCC stock agreement and return of $1,006,857 paid by
the Company. On August 16, 2001 Ronald Friedman, Robert Friedman, and
The Ronald Friedman 1997 Grantor Retained Annuity Trust filed an
action against the Company for the balance of the price under the
contract in the amount of $2,191,143. This action was filed in the
U.S. District Court for the Southern District of New York. In
February 2002 the New York case was transferred to California and
consolidated with the case filed by the Company in Orange County, CA.
The Company feels that it will prevail in this action.
As of December 31, 2000, the Company received payments of $559,812
and the Company released 149,283 shares of PMCC stock that it owned.
If PMCC is not actively trading within six months of the agreement,
the Company will issue to the Buyer the equivalent number of shares
of stock of the Company. PMCC has been actively trading as of
January 19, 2001, and the gain on the sale of the PMCC stock of
$410,529 has been included in revenues for the period ending December
31, 2000.
In January 2001, the PMCC was delisted from the American Stock
Exchange and began trading on the Pink Sheets under the symbol of
"PMCF"; this met the trading requirement as per the stock sale
agreement the Company had entered into with an unrelated individual
during the first quarter of this fiscal year.
d. IBC
On August 11, 2000, the Company entered into an agreement to acquire
all of the outstanding shares of International Business Co., a
software developer that streamlines B2B e-commerce, in exchange for
2,000,000 shares of restricted Company shares to be held in escrow.
Between the periods from September 1, 2000 through March 1, 2001, the
Company can unilaterally cancel the contract if dissatisfied with the
seller's performance. The Company canceled the purchase during the
cancellation period agreed in the escrow.
e. Auction-Sales.Com, Inc.
On October 19, 2000, the Company entered into a Stock Purchase
Agreement with Auction-Sales.Com, Inc. and its majority shareholder,
Zahid Rafiq (collectively, "Seller"), for the purchase by the
Registrant of 96.62% of the outstanding and treasury shares of common
stock of Auction-Sales.Com, Inc., a Delaware corporation. In
exchange for the shares, the Company was to pay, under the terms of
the agreement, 11,000,000 shares of Company's common stock to Seller
for all of Seller's Shares. After investing $180,000 for marketing
the Company discovered that Auction-Sales had undisclosed liabilities
and that Auction-Sales was not in compliance with California law
regarding delivery of product paid for but not delivered to customers.
This acquisition was rescinded in December 2000 and the necessary
documents were filed with the SEC. The site was retained until the
funds invested into Auction-Sales.Com are returned which at this time
management has expectations of occurring.
13. Other Agreements
a. Washington State Hotel and Motel Association.
The agreement, entered into in the ordinary course of business,
with the Washington State Hotel and Motel Association, dated October
4, 2000, provides the use of the GGPP reverse auction site as a
platform for hotel association members purchasing products needed for
their different hotel properties. This method of purchasing allows
the suppliers of products the chance to sell products to the buyers
in competition with one another; the net effect is that the buyers
would select the supplier with the lowest per unit cost. This
reduces the cost of supplies and thereby should increase their
potential of profit. This agreement covers the modification of the
GGPP website for use by the Association, and does not involve any
payment by the Company. By the end of the fiscal year ended June
2002, this program generated no revenue and the Company has ceased to
offer this service.
b. JWC Construction
The agreement, entered into in the ordinary course of business,
with the JWC Construction Company of Poland, dated March 9, 2001
which will enable companies to list their purchasing requirements on
projects using the reverse auction platform. This method of
purchasing allows the suppliers of products the chance to sell
products to the buyers in competition with one another; the net
effect is that the buyers would select the supplier with the lowest
per unit cost. This reduces the cost of supplies and thereby should
increase their potential of profit. This agreement covers the
modification of the Construction Buying Group website for by the
Construction industry, and does not involve any payment by the
Company. By the end of June 2002, the Company canceled this agreement
due to lack of activity of JWC.
EXHIBIT INDEX
Number Description
2.1 Agreement and Plan of Merger between the Company and
Internet Business's International, Inc., a Delaware
corporation, dated July 1, 1999 (incorporated by reference
to Exhibit 2 to the Form 8-K/A filed on November 22, 1999)
2.2 Agreement and Plan of Merger and Share Exchange among the
Company, Return Assured Incorporated, and IBUI Acquisition
Corporation, dated June 4, 2001
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Form 10-Q filed on December 1, 1999).
3.2 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Form 10-Q
filed on December 1, 1999).
3.3 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.3 of the Form 10-Q
filed on May 22, 2000).
3.4 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.4 of the Form 10-Q
filed on May 22, 2000).
3.5 Bylaws (incorporated by reference to Exhibit 3.3 to the
Form 10-Q filed on December 1, 1999).
4.1 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated October 1, 1999 (incorporated by
reference to Exhibit 4.1 to Form S-8 filed on October 8, 1999)
4.2 Consulting Agreement between the Company and Mark Crist,
dated October 5, 1999 (incorporated by reference to Exhibit
4.2 to Form S-8 filed on October 8, 1999)
10.1 Purchase Agreement (LA Internet) between the Company and
Iron Horse Holdings, Incorporated, dated June 10, 1999
(incorporated by reference to Exhibit 10.2 to the Form 10-Q
filed on December 1, 1999).
10.2 Purchase Agreement between the Company and the Stockholders
of MBM Capital Group Inc., dated July 1, 1999 (incorporated
by reference to Exhibit 10.3 to the Form 10-Q filed on
December 1, 1999).
10.3 Acquisition Agreement (Net 2 Loan) between the Company and
Lifestyle Mortgage Partners, dated September 15, 1999
(incorporated by reference to Exhibit 10.4 to the Form 10-Q
filed on February 22, 2000).
10.4 Purchase Agreement (license) between the Company and
Stockholders of California Land & Home Sale, Inc., dated
October 1, 1999 (incorporated by reference to Exhibit 10.5
to the Form 10-Q filed on February 22, 2000).
10.5 Acquisition Agreement (Optical Brigade) between the Company
and Wade Whitley, dated November 1, 1999 (incorporated by
reference to Exhibit 10.6 to the Form 10-Q filed on
February 22, 2000).
10.6 Employment Agreement between the Company and Al Reda, dated
January 1, 2000 (see below).
10.7 Employment Agreement between the Company and Louis Charry,
dated January 1, 2000 (see below).
10.8 Agreement for Acquisition between the Company and Direct
Communications, Inc., dated February 25, 2000 (incorporated
by reference to Exhibit 10.6 of the Form 10-Q filed on May
22, 2000).
10.9 Agreement between the Company and Internet 2xtreme, dated
March 6, 2000 (incorporated by reference to Exhibit 10.7 of
the Form 10-Q filed on May 22, 2000).
10.10 Agreement between the Company, Roanoke Technology Corp.,
and Global GPP Corp., dated March 21, 2000 (incorporated by
reference to Exhibit 10.8 of the Form 10-Q filed on May 22, 2000).
10.11 Agreement between GPP Hungary Kft and Haitec Magyarorazagi
Kft, dated March 30, 2000 (incorporated by reference to
Exhibit 10.9 of the Form 10-Q filed on May 22, 2000).
10.12 Stock Purchase Agreement between the Company and Atlas
Capital Corporation, dated April 1, 2000 (incorporated by
reference to Exhibit 10.10 to the Form 10-K filed on
September 27, 2000).
10.13 Stock Purchase Agreement between the Company and Ronald
Friedman, Robert Friedman, and The Ronald Friedman 1997
Grantor Retained Annuity Trust, dated July 28, 2000
(incorporated by reference to Exhibit 10.11 of the Form 10-
Q filed on November 16, 2000).
10.14 Stock Sales Agreement between the Company and a buyer dated
July 28, 2000 (incorporated by reference to Exhibit 10.12
of the Form 10-Q filed on November 16, 2000).
10.15 Stock Purchase Agreement between the Company, International
Business Company, Dennis B. Ginther, Clifford J. Roebuck,
Jadwiga L. Ginther, and Bogumila E. Basu , dated August 19,
2000 (incorporated by reference to Exhibit 10.13 of the
Form 10-Q filed on November 16, 2000).
10.16 Stock Purchase Agreement between the Company, Sonic
Auction.com, Inc., and Brian Pruett, dated October 5, 2000
(incorporated by reference to Exhibit 10.14 of the Form 10-
Q filed on February 15, 2001).
10.17 Stock Purchase Agreement between the Company, Auction-
Sales.Com, Inc., and Zahid Rafiq, dated October 19, 2000
(incorporated by reference to Exhibit 10.15 of the Form 10-
Q filed on February 15, 2001).
21 Subsidiaries of the Company (incorporated by reference to
Exhibit 21 of the Form 10-Q filed on February 15, 2001).
99.1 Corporate adoption of the Governance and Accounting Under the
Sarbanes-Oxley Act of 2002 (see below).