INBG IS A U.S.SEC Registered & A Fully Reporting company On the OTCBB
|Shares Outstanding ||3,981,444,259 ||a/o Nov 12, 2010 |
Authorized Shares - 6B
INBG WEBSITE : http://www.ibtgi.com/index.asp
INBG is basiclly a shell Company
At this Time INBG is considered a Merger Play
INBG Has signed a LOI with a Chinese Petrolium Storage Company
With the current share Structure of INBG & The Value placed On FHH Sino
In the 8k & Confirmed in INBG's last 10Q This should Give a PPS of the new company
Should this Merger go through at about .02 PPS
Tel.: (702) 927-7668
17800 Castleton Street,Suite 638,
City of Industry, CA 91748
Tel.: 626-581 8500
Fax: 626-626 7603
CEO Kennith Yeung
News Dec 7th 2010 Big Update to the Reverse Merger with FHH SINO China
CITY OF INDUSTRY, Calif., Dec 07, 2010 (BUSINESS WIRE) -- International Building Technologies Group, Inc. (INBG) announced today that, pursuant to the signed Letter of Intent between INBG and FHH Sino New Energies Co., Ltd., the audit and due diligence study undertaken by a PCAOB listed auditing firm in Hong Kong and a law firm in Beijing, China have been completed and signed off by these two firms. According to the due diligence study provided by the Beijing law firm, FHH Sino New Energies Co., Ltd., a Chinese company ("FHH Sino") located in Weihai, Shandong Province, is in compliance with the laws and regulations of China under which FHH Sino operates. According to the report provided by the auditing firm, the total assets of FHH Sino are worth approximately USD15 million. The current asset value excludes the value increment of the FHH Sino's land property of where the FHH petroleum storage facilities Phase One located next to the Weihai Harbor with total areas of 142,525 square meters (1,546,000 square feet approx.), which was worth more than USD 22 million according to an appraisal a year and half ago prepared by an local accounting firm in accordance with China accounting standards. Based on the issued DD and audit reports, Currently INBG and FHH Sino are in negotiations relative to the exact terms of the definitive merger agreements. Meanwhile, FHH Sino is being restructured in order to establish its holding company or beneficiary company in Hong Kong for the merger with INBG. Stated Kenneth Yeung, CEO of INBG: "We are glad that the audit and due diligence have been completed. It has taken longer than expected, but we wanted to make sure all audit and due diligence were handled properly in order to comply with the laws and regulations in both the U.S. and China and to provide maximum protection to our shareholders. We have posted some recent photos of FHH Sino's construction sites with the being built petroleum storages tanks on INBG's website and we will keep our investors informed once a definitive merger agreement is executed." This news release may include forward-looking statements within the meaning of section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, with respect to achieving corporate objectives, developing additional project interests, the company's analysis of opportunities in the acquisition and development of various project interests and certain other matters. These statements are made under the "Safe Harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements contained herein. SOURCE: International Building Technologies Group, Inc. International Building Technologies Group, Inc. Patrick Donahoo, 702-927-7668 firstname.lastname@example.orgCopyright Business Wire 2010www.otcmarkets.com/stock/INBG/news
*******************************************************LOI From 8-K*************************************************************
May 25, 2010
FHH Sino New Energies Co., Ltd.
Rm. 1403, Zhong Xin Bldg.,
2 Qing Dao N. Road, Weihai
Shangdong Province, PRC 264200
Attn.: Mr. Peter Xiaoping Wang
Thank you for allowing International Building Technologies Group, Inc., a public OCTBB listed company in USA and its subsidiaries (hereafter referred to as "IBTGI"), the opportunity to evaluate a potential transaction with FHH Sino New Energies Co., Ltd., a Chinese company and or its holding company and subsidiaries, (hereafter referred to as the "Company"). Based on the information we have received to date, we are pleased to submit this preliminary non-binding Letter of Intent ("LOI") to acquire the entire or control amount of outstanding shares of the Company by exchanging IBTGI shares for the issued shares of the "Company" held by the Company's shareholders (collectively, "Selling Shareholders").
We propose to acquire all the existing shares at net book value of the "Company." The exact terms and conditions for the acquisition, including the exact number of IBTGI shares to be exchanged with the Selling Shareholders, will be negotiated with the Selling Shareholders. Our LOI is based on the limited information we have received as well as our assessment of the market opportunity. Our LOI is also based on the assumption that as of the closing of this transaction, the "Company" will have normal levels of working capital, as well as enough cash to pay off debts and accounts payables on IBTGI books (but not exceed US$1.5 millions) prepared by the engaged accountant of IBTGI in according to the GAAP principles of U.S. It is understandable that the "Company" will need to have audited financial statement prepared by US SEC approved auditors, registered with the Public Company Accounting Oversight Board ("PCAOB").
We do not anticipate any conditions of a substantive nature which will be required as part of the transaction other than those normal and customary for such transactions, which will include, but not be limited to, satisfactory completion of our due diligence and execution of an exchange contract acceptable to us and our legal counsel. Our proposal is subject to (i) the execution of a mutually acceptable definitive exchange agreements and related agreements containing representations and warranties, covenants, indemnities and other terms and conditions customary for transactions of this type; (ii) there being no material adverse change in the financial condition, business or prospects of the Company prior to closing; (iii) final investment committee approval; (iv) local government and regulatory approvals; (v) extension of existing employment contracts for IBTGI officers; (vi) Guarantee of Buy-back or exchange of common stock for preferred stocks (not exceed US$2.3 millions) that are currently held by IBTGI officers or investors.
Upon signing of this LOI, an initial payment of US$230,000 as the good faith deposit will be deposited into the assigned bank account of IBTGI (information of bank accounts as attached) by the Company to execute this LOI within 5 days to execute this LOI and to cover the expenses, costs and accounts payables that may occur during the transaction period. Such US$230,000 will be debited against debts and accounts payable on IBTGI book of not exceed the US$1.5 millions as stated above.
DUE DILIGENCE REQUIREMENTS
IBTGI, together with its financial, legal and other advisors will need to complete customary due diligence including, but not limited to (i) meetings with management and site visits; (ii) receiving more detailed historical financial statements, including an analysis of fixed costs, variable costs, customer information and capacity utilization; (iii) reviewing the existing projections;
(iv) reviewing the Company's business plan; (v) a detailed review of the balance sheet and profit and loss accounts; and (vi) a general corporate review, including a legal review of agreements, material contracts, leases, litigation and other matters; (vii) preparing a road map, business plan, prospectus and finish due diligence within 90 days from receipt of the initial payment.
IBTGI is a full reporting company listed on OTCBB since 2007 and meets all the compliances and regulations of US SEC. We believe that as soon as IBTGI satisfies the minimum equity, revenue requirement, as well the other requirements of qualification, IBTGI can move up to be listed on NASDAQ or AMEX main board, accordingly.
Our preliminary LOI is confidential and should not be disclosed to anyone except for both boards of directors and the advisors of our companies before it is executed. Furthermore, this is a preliminary LOI only and does not represent a binding offer on behalf of IBTGI.
We look forward to the possibility of working with your company and future growth. Should you have any questions regarding our LOI, please feel free to contact me at (626) 581-8500 or by email.
International Building Technologies Group, Inc.
Agreed and accepted by:
FHH Sino New Energies Co., Ltd.
/s/ Peter Xiaoping Wang ------------------------------- Peter Xiaoping Wang Director/General Manager
INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC. SIGNED A LOI TO ENTER INTO A MERGER WITH A CHINA PETROLEUM STORAGE FACILITIES COMPANY WITH PAID-IN CAPITAL OF USD8.8 MILLION AND ASSETS WORTH USD54 MILLION ACCORDING TO A RECENT APPRAISAL.
City of Industry, CA - June 2, 2010 - International Building Technologies Group, Inc. (OTCBB:INBG) announced today that it has signed Letter of Intent to merge with FHH Sino New Energies Co., Ltd., a Chinese company ("FHH Sino") located in Weihai, Shandong Province of China. FHH Sino is a petroleum storage company that offers petroleum storage tanks and facilities for rental to the petroleum importer/exporter companies in China. FHH Sino has made a good faith deposit of USD 230,000 with INBG to execute the signed Letter of Intent.
According to recent appraisal prepared by an accounting firm in accordance with China accounting standards, FHH Sino has net assets worth RMB 370 million (approx. USD 54 million) and will generate annual revenues of RMB 100 million (approx. USD 14 million) after its completion of construction of Phase I and execution of signed rental contracts business in early 2011.
Stated Kenneth Yeung, CEO of INBG, "INBG intends to merge with FHH Sino by exchanging INBG's common stock with FHH Sino's holding or subsidiary company. This merger will give INBG the opportunity to switch its nature of business into the energy sector, the ability to generate revenue and profit once the FHH Sino commences its operation in early 2011, thus benefits our shareholders in the near future. FHH Sino is currently in construction of its Phase I with petroleum storage capacity of 320,000 m3 (or approx. 11,300,000 cubic feet) and has completed all the foundation and infrastructure for its 8 storage tanks. This infrastructure includes the supporting facilities and pipeline connecting to the harbor, which is just 600 meters away from the storage facilities. Strategically, this merger will strongly support INBG's ability to connect with the energy market, the potential investors and strategic partners who are interested in participating to the energy sector in the most booming economic of the world, China, and throughout the world ."
About FFH Sino: FHH Sino New Energies Co., Ltd. is a petroleum storage company located in Weihai, a coastal city in Shandong Province of China. The company provides petroleum storage tanks for rental to petroleum companies such as Sinochem and Sino-Petro, as well as being engaged in the business of local fuel oil distribution. It has approved its Phase II planned storage tanks of 450,000 m3. FHH Sino will be one of the key players in the fuel storage facilities companies for the northern coastal cities of China after the completion of both Phases.
An 8-K along with a copy of the signed and executed LOI specifying all the terms and conditions of the transaction will be filed with the SEC shortly.
International Building Technologies Group, Inc. Patrick Donahoo
702 727 7668
Great DD From Those on the Board
Also this link is to INBG's web site they now have pictures of the FHH Sino project on INBG web site.
FHH Sino Petrolium Storage Depot Scale Model & There Office building
Crude oil storage, transfer irrigation cooperative projects
Shandong Peninsula, Weihai is located in the east end of the Bohai Sea and Liaoning Peninsula conjugate throat, directly Bohai Sea, Yellow Sea, can be easily reached by sea ports. Weihai port has a long history, is an important port in northern China, near the main channel from the international, not silt ice-free, is a natural deep water port. Weihai New Port eastern coastline is about 5 km, 100-200 m offshore, natural depth of up to -20 m, the most up to -24 m depth, maximum depth of -15.4 m channel is very suitable for the construction of large open-spaces be planning and construction of more than 20 to 300,000 tons of crude oil loading and unloading berths and a large number of 5-10 million tons of parking. Land for the low hills behind the coastline, the geological conditions of stability, planning and construction of 25 square kilometers of the port zone, which is 5 square kilometers of the oil reservoir, can build 10 million cubic meters of crude oil tank reservoir. The region 20 km away from the main city, flat, low construction cost, construction speed, safe and reliable. Port Railway has reached the port and district planning and construction to oil reserves. Port in the highway network is connected, set, sparse, excellent transportation conditions.
Construction Scale and Content:
1000 Construction of the original oil tank storage facilities and supporting terminal.
Cooperation mode and contents:
Joint venture construction of the original oil tank storage facilities; cooperation-building terminals.
Weihai Port Group Co., Ltd. is a municipality directly under a large owned company, responsible for Weihai port construction, operation and development, with four holding companies and five joint venture companies. End of 2007, total assets reached 13 billion, annual revenues of 220 million yuan.
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