U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-0845463
(State of Incorporation) (I.R.S. Employer ID No.)
4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada 89119
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and Consultants
(Full title of the Plan)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport
Beach, California 92660
(Name and address of agent for service)
(949) 975-0544
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Offering Fee
Registered Price Per Price
Share (1)
Common
Stock 250,000 $0.001 $ 250 $0.06
(1) This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth in
the Retainer Stock Plan for Non-Employees Directors and
Consultants (see Exhibit 4 to this Form S-8).
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall be provided a
written statement notifying them that upon written or oral
request they will be provided, without charge, (a) the documents
incorporated by reference in Item 3 of Part II of the
registration statement, and (b) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference
in the Section 10(a) prospectus, and shall include the address
(giving title or department) and telephone number to which the
request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The Registrant's latest annual report on Form 10-K for the
fiscal year ended June 30, 2000.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the Form 10-K referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
General Description.
The articles of incorporation authorize the issuance of
349,000,000 shares of common stock, with a par value of $0.001.
The holders of the shares: (a) have equal ratable rights to
dividends from funds legally available therefore, when, as, and
if declared by the board of directors of the Registrant; (b) are
entitled to share ratably in all of the assets of the Registrant
available for distribution upon winding up of the affairs of the
Registrant; and (c) are entitled to one non-cumulative vote per
share on all matters on which shareholders may vote at all
meetings of shareholders. These securities do not have any of the
following rights: (a) cumulative or special voting rights; (b)
preemptive subscription or conversion rights and there is no
redemption or sinking fund applicable thereto; (c) preference as
to dividends or interest; (d) preference upon liquidation; or (e)
any other special rights or preferences. In addition, the Shares
are not convertible into any other security. There are no
restrictions on dividends under any loan other financing
arrangements or otherwise. As of December 31, 2000, the
Registrant has 232,755,519 shares of common stock issued and
outstanding.
Non-Cumulative Voting.
The holders of shares of common stock of the Registrant do not
have cumulative voting rights, which means that the holders of
more than 50% of such outstanding Shares, voting for the election
of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining
Shares will not be able to elect any of the Registrant's
directors.
Dividends.
The Registrant does not currently intend to pay cash dividends.
The Registrant's proposed dividend policy is to make
distributions of its revenues to its stockholders when the
Registrant's Board of Directors deems such distributions
appropriate. Because the Registrant does not intend to make cash
distributions, potential shareholders would need to sell their
shares to realize a return on their investment. There can be no
assurances of the projected values of the shares, nor can there
be any guarantees of the success of the Registrant.
A distribution of revenues will be made only when, in the
judgment of the Registrant's board of directors, it is in the
best interest of the Registrant's stockholders to do so. The
board of directors will review, among other things, the
investment quality and marketability of the securities considered
for distribution; the impact of a distribution of the investee's
securities on its customers, joint venture associates, management
contracts, other investors, financial institutions, and the
Registrant's internal management, plus the tax consequences and
the market effects of an initial or broader distribution of such
securities.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
One effect of the existence of authorized but unissued
capital stock of the Registrant may be to enable the board of
directors to render more difficult or to discourage an attempt to
obtain control of the Registrant by means of a merger, tender
offer, proxy contest, or otherwise, and thereby to protect the
continuity of the Registrant's management. If, in the due
exercise of its fiduciary obligations, for example, the board of
directors were to determine that a takeover proposal was not in
the Registrant's best interests, such shares could be issued by
the board of directors without stockholder approval in one or
more private placements or other transactions that might prevent,
or render more difficult or costly, completion of the takeover
transaction by diluting the voting or other rights of the
proposed acquiror or insurgent stockholder or stockholder group,
by creating a substantial voting block in institutional or other
hands that might undertake to support the position of the
incumbent board of directors, by effecting an acquisition that
might complicate or preclude the takeover, or otherwise.
Item 5. Interest of Named Experts and Counsel.
Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of
the Registrant.
Brian F. Faulkner, A Professional Law Corporation, counsel
for the Registrant named in this registration statement as giving
an opinion on the validity of the securities, currently controls
374,000 shares of common stock of the Registrant. In addition,
this firm will be receiving 250,000 shares of common stock
pursuant to the Registrant's Retainer Stock Plan for Non-Employee
Directors and Consultants under this Form S-8 in exchange for
legal services to be rendered for the Registrant for the period
of October 1, 2000 to September 30, 2001. These legal services
consist of advice and preparation work in connection with reports
of the Registrant filed under the Securities Exchange Act of
1934, and other general corporate and securities work for the
Registrant.
Item 6. Indemnification of Directors and Officers.
Limitation of Liability.
The articles of incorporation of the Registrant provide the
following with regard to liability:
"No Director of this Corporation shall have personal liability to
the Corporation or any of its stockholders for monetary damages
for breach of fiduciary duty as a Director or officer involving
any act or omission of any such Director or officer. The
foregoing provision shall not eliminate or limit the liability of
a Director (i) for any breach of the Director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the Director
derived an improper personal benefit. Any repeal or modification
of this Article by the stockholders of the Corporation shall be
prospective only and shall not adversely affect any limitation on
the personal liability of a Director or officer of the
Corporation for acts or omissions prior to such repeal or
modification."
Indemnification.
(a) Bylaws.
Article V of the bylaws of the Registrant provide the following
with respect to indemnification:
"Section 1. Definitions. For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a
party to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by reason
of the fact that he or she is or was a Director or Officer of
this Corporation or is or was serving in any capacity at the
request of this Corporation as a Director, Officer, employee,
agent, partner, or fiduciary of, or in any other capacity for,
another corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of
this Corporation), whether civil, criminal, administrative or
investigative.
Section 2. Indemnification. Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions
taken by him or her, and for all omissions (regardless of the
date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments, fines,
taxes, penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection
with any Proceeding. Indemnification pursuant to this Section
shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her
heirs, executors and administrators. This Corporation may, by
action of its Board of Directors, and to the extent provided in
such action, indemnify employees and other persons as though they
were Indemnitees. The rights to indemnification as provided in
this Article shall be non-exclusive of any other rights that any
person may have or hereafter acquire under an statute, provision
of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.
Section 3. Financial Arrangements. This Corporation may
purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a Director,
Officer, employee or agent of this Corporation, or is or was
serving at the request of this Corporation in such capacity for
another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity,
whether or not this Corporation has the authority to indemnify
him or her against such liability and expenses.
The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a
trust fund; (b) establishing a program of self-insurance; (c)
securing its obligation of indemnification by granting a security
interest or other lien on any of this Corporation's assets, and
(d) establishing a letter of credit, guarantee or surety. No
financial arrangement made pursuant to this section may provide
protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud, or a knowing violation
of law, except with respect to advancing expenses or
indemnification ordered by a court. Any insurance or other
financial arrangement made on behalf of a person pursuant to this
section may be provided by this Corporation or any other person
approved by the Board of Directors, even if all or part of the
other person's stock or other securities is owned by this
Corporation. In the absence of fraud:
the decision of the Board of Directors as to the propriety of the
terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and
the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
Section 4. Contract of Indemnification. The provisions of this
Article relating to indemnification shall constitute a contract
between this Corporation and each of its Directors and Officers,
which may be modified as to any Director or Officer only with
that person's consent or as specifically provided in this
section. Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or amendment of
this Article which is adverse to any Director or Officer shall
apply to such Director or Officer only on a prospective basis and
shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other
provision of these Bylaws, no repeal or amendment of these Bylaws
shall affect any or all of this Article so as to limit or reduce
the indemnification in any manner unless adopted by (a) the
unanimous vote of the Directors of this Corporation then serving,
or (b) the stockholders as set forth in Article XII hereof;
provided that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.
Section 5. Nevada Law. References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on
the date these Bylaws were adopted or as such law thereafter may
be changed; provided that (a) in the case of any change which
expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses
which this Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses
provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or
rights to the advancement of expenses than this Corporation was
permitted to provide prior to such change, liability thereupon
shall be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent
permitted by law."
(c) Nevada Revised Statutes.
"NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.
(1) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(2) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.
(3) To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.
(1) Any discretionary indemnification under NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit
or proceeding;
(iii) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders,
by independent legal counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not
parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
(2) The articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.
(3) The indemnification and advancement of expenses authorized
in NRS 78.7502 or ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to or for the advancement of
expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
(ii) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
NRS 78.752 Insurance and other financial arrangements against
liability of directors, officers, employees and agents.
(1) A corporation may purchase and maintain insurance or
make other financial arrangements on behalf of any person who is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such
liability and expenses.
(2) The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:
(i) The creation of a trust fund.
(ii) The establishment of a program of self-insurance.
(iii) The securing of its obligation of indemnification
by granting a security interest or other lien on any assets of
the corporation.
(iv) The establishment of a letter of credit, guaranty
or surety.
No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or
indemnification ordered by a court.
(3) Any insurance or other financial arrangement made on behalf
of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of
directors, even if all or part of the other person's stock or
other securities is owned by the corporation.
(4) In the absence of fraud:
(i) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the
choice of the person to provide the insurance or other financial
arrangement is conclusive; and
(ii) The insurance or other financial arrangement:
(A) Is not void or voidable; and
(B) Does not subject any director approving it to personal
liability for his action, even if a director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
(5) A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation
pursuant to this section is not subject to the provisions of
Title 57 of NRS."
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information
(h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Newport Beach, State of California, on February 14, 2001.
Internet Business's International, Inc.
By: /s/ Albert R. Reda
Albert R. Reda
Chief Executive Officer, Secretary
Special Power of Attorney
The undersigned constitute and appoint Albert R. Reda their true
and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting such attorney- in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated:
Signature Title Date
/s/ Albert R. Reda Chief Executive Officer/ February 14, 2001
Albert R. Reda Secretary/Director
/s/ Louis Cherry Chairman of the Board/ February 14, 2001
Louis Cherry President/Treasurer
(principal financial and
accounting officer)
/s/ Wade H. Whitely III Director February 14, 2001
Wade H. Whitely III
EXHIBIT INDEX
Exhibit Description
No.
4 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated October 1, 1999 (incorporated by reference to
Exhibit 4.1 of the Form S-8 filed on October 8, 1999).
5 Opinion Re: Legality (see below).
23.1 Consent of Accountant (see below).
23.2 Consent of Counsel (see below).
24 Special Power of Attorney (see signature page).
EX-5
OPINION RE: LEGALITY
Brian F. Faulkner
A Professional Law Corporation
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544
February 12, 2001
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Internet Business's International, Inc. - Form S-8
Dear Sir/Madame:
I have acted as counsel to Internet Business's International,
Inc., a Nevada corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of two hundred fifty thousand (250,000) shares of its common
stock ("Shares"), $0.001 par value per Share, which are issuable
pursuant to the Company's Retainer Stock Plan for Non-Employee
Directors and Consultants.
In my representation I have examined such documents, corporate
records, and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion
that the Company is duly organized and validly existing as a
corporation under the laws of the State of Nevada, and that the
Shares, when issued and sold, will be validly issued, fully paid,
and non-assessable.
My opinion is limited by and subject to the following:
(a) In rendering my opinion I have assumed that, at
the time of each issuance and sale of the Shares, the Company
will be a corporation validly existing and in good standing under
the laws of the State of Nevada.
(b) In my examination of all documents, certificates
and records, I have assumed without investigation the
authenticity and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness
of the originals of all documents submitted to me as copies. I
have also assumed the genuineness of all signatures, the legal
capacity of natural persons, the authority of all persons
executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company. As
to matters of fact material to this opinion, I have relied upon
statements and representations of representatives of the Company
and of public officials and have assumed the same to have been
properly given and to be accurate.
(c) My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada
Revised Statutes. I express no opinion as to the laws of any
other jurisdiction.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
EX-23.1
CONSENT OF ACCOUNTANTS
Henry Schiffer, C.P.A., a P.C.
315 South Beverly Drive, Suite 302
Beverly Hills, California 92012
(310) 286-6830
February 14, 2001
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Internet Business's International, Inc. - Form S-8
Dear Sir/Madame:
As an independent certified public accountant, I hereby consent
to the incorporation by reference in this Registration Statement
on Form S-8 of my report dated September 25, 2000 in Internet
Business's International, Inc.'s Form 10-K, and to all
references to my firm included in this Registration Statement.
Sincerely,
/s/ Henry Schiffer, C.P.A., a P.C.
Henry Schiffer, C.P.A., a P.C.
EX-23.2
CONSENT OF COUNSEL
Brian F. Faulkner
A Professional Law Corporation
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544
February 12, 2001
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Internet Business's International, Inc. - Form S-8
Dear Sir/Madame:
I have acted as counsel to Internet Business's International,
Inc., a Nevada corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of two hundred fifty thousand (250,000) shares of its common
stock ("Shares"), $0.001 par value per Share, which are issuable
pursuant to the Company's Retainer Stock Plan for Non-Employee
Directors and Consultants. I hereby consent to all references to
my firm included in this Registration Statement, including the
opinion of legality.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.