International Building Technologies Group, Inc.(fka INBG)

[Bruce A Thompson]

Few questions I would love to see answered

From the LOI http://moneycentral.msn.com/investor/sec/filing.asp?Symbol=inbg

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.

Where, exactly are those shares going to come from? Since the entire AS has now been issued and sold into the market, and there are no more shares authorized, what are KY's options?

Will he RS and then re issue new shares to FHH Sino?

Will he use his super-voting preferred shares to up the AS to many more billions of shares and then dilute the existing shares into oblivion when he issues new shares to FHH?

Anybody got any ideas? (My idea is the deal never existed and this is all so he could add another 38% dilution to the float)



Gee. What about the 38% dilution of INBG shares after the announcement? Would that be a material adverse change?

(v) extension of existing employment contracts for IBTGI officers;

Oh yes. That's the one where KY gets to stay President and CEO. I am sure that FHH Sino is just doing back flips over snagging an experienced "oil man" like KY to run their show.

And my personal favorite:

(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.

Now lets break down that sentence. Shall we?

Guarantee of Buy-back or exchange Pretty simple and straight forward. "Buyback or exchange" Buyback what? Exchange what for what?

exchange of common stock for preferred stocks (not exceed US$2.3 millions) Common stock for preferred stocks. Ok I understand that. Somebody is going to exchange their preferred stock for some common stock. Or is it the other way around? Could KY be asking FHH Sino to issue preferred shares to the holders of common stock. I don't believe that makes any business sense at all. I don't think there is an example of that anywhere out there that we can document. Nope, I believe that means that KY wants the company to exchange some common stock for some existing preferred shares, The question is who is going to issue the common shares to whom and who is going to get off their preferred shares?

common stock for preferred stocks (not exceed US$2.3 millions) that are currently held by IBTGI officers or investors.

Welly. Welly. Well. Now we are getting somewhere. "held by officers or investors". Gee. A quick look at the Qs and Ks reveals that, except for the 50,000 preferred shares held by Peter Chin, all issued preferred shares are held by KY. Those 6 million shares are super-voting and effectively control the company.

Let's look at those 6 million super-voting preferred shares held by KY for a moment. Anybody have any idea how many common shares they are convertible into? I do. Per any number of Ks or Qs, you will find that they are convertible into 32 billion common shares.

So, here are three questions that should be discussed until someone can come up with a reasonable explanation:

Does FHH Sino really want KY to be their new President and CEO as provided for in the LOI?

Does FHH sino want a shareholder out there holding onto 32 billion shares?

Why is there no mention at all of the disposition of the existing common stock issue of INBG? Could it be that the shares are actually considered non-voting, worthless, and insignificant in light of the super-voting preferred?

Now let's look at the payment of debt that KY is using to justify the dilution of the common by 38%.

First, a general question or two.

What happened to the debt holder limit of no more than 5% of the outstanding OS could be converted at a time?

Why didn't a form get filed when KY turned over 38% of the company to a debt holder?

Why didn't the debt holder file a form showing he owned 38% of the company?

Since the only possible answer would be that the debt holder immediately sold the shares in the open market, why didn't the debt holder file forms showing the sale of 38% of the outstanding stock?

How much convertible debt got paid? How much convertible debt was remaining after?