SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2010

Z3 ENTERPRISES, INC.
[Missing Graphic Reference]
(Exact Name of Registrant as Specified in Its Charter)


Nevada
000-53443
75-3076597
(State or Other Jurisdiction
(Commission
( I.R.S. Employer
of Incorporation)
File Number)
Identification No.)

2831 St. Rose Parkway, Suite 204, Henderson, NV
89052
(Address of Principal Executive Offices)
(Zip Code)


Registrant's telephone number, including area code: (954) 258-1917

Bibb Corp.
[Missing Graphic Reference]
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 




 
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Section 1- Registrant’s Business and Operations

Item 1.02 Termination of a Material Definitive Agreement

On November 15, 2010  the Company terminated its Letter Agreement dated September 17, 2010 with Usee Inc. and Usee CA, Inc.   (hereinafter referred to as “Usee”).  There are no material relationships between the registrant or its affiliates and any of the parties other than in respect of the material definitive agreement.

Grounds for the termination were based  in part on newly identified material financial information  which if previously disclosed,  would have confirmed that moving forward with the transaction was not in the best interests of the Company.

The Letter Agreement did not provide for any termination penalty



Item 9.01
 
Financial Statements and Exhibits.
     
(d)
 
Exhibits

Exhibit No.
 
Description
     
Exhibit 10.1
 
 Termination Notice dated November 15, 2010






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:   November 15, 2010
Z3 Enterprises, Inc
 
 
(Registrant)
 
       
 
By:
/s/ Judson Bibb
 
   
Judson Bibb, President
 
       

 
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Exhibit 10.1
Z3 Enterprises, Inc.
2831 St. Rose Parkway
 
Suite 204
 
Henderson, NV  89052
 
TO:   The Board of Directors of Usee Inc. and Usee CA, Inc.
 
FROM:   Judson Bibb
 
DATE:  November 15, 2010
 
GENTLEMEN:
 
It is with deep regret that I inform you that Z3  has exercised its contractual rights to terminate the Letter Agreement between Z3 Enterprises and Usee, Inc. and Usee CA, Inc.
 
We based our decision on a number of issues.   First and foremost, our examination of the books and records clearly demonstrate that USEE’s operations,  assets and liabilities were not what was represented.  We were never made aware of the dollar amount of the outstanding promissory notes,  the interest rate that was payable to investors nor the fact that some of the these notes are in default.  Annualized interest rates payable on some of these notes exceeded 400%.  Moreover,  some of these promissory notes state that the promissory notes are secured by USEE common stock.
 

 
We will be filing later today a Form 8-k with the Securities and Exchange Commission which will disclose the termination of the agreement.
 
Wishing you all the best in your ongoing business operations.
 

 
Sincerely,
 
/s/Judson Bibb
 
Judson Bibb, President