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): September 17, 2010

Z3 ENTERPRISES, INC.
(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 Corporation, 5645 Coral Ridge Drive #171, Coral Springs, FL 33076 
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))
 





 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement
Agreement of acquisition with Usee, Inc. and Usee Ca., Inc.

On September 17, 2010,  Z3Enterprises Inc, a Nevada Corporation, (Z3E) entered into an  Agreement for Acquisition (Agreement) with Usee, Inc, a Texas Corporation and Usee Ca., Inc., a California Corporation (jointly referred to as Usee).  Z3E bought Usee for $105 million in the form of 10,500,000 shares of Z3E common stock. The agreement is subject to the satisfaction or waiver of the conditions therein.

After the acquisition, Usee became a wholly owned subsidiary of Z3E and a representative of Z3E will be appointed to a seat on the board of directors of Usee. Management, however, will remain under the direction of the officers and directors of Usee.

Upon reaching $1 billion in gross revenue from its business operations,  Usee will be rewarded with 100,000 preferred shares of Z3E with a conversion ratio of 50 to1.

The foregoing summary of the Agreement for Acquisition and the transaction contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement for Acquisition, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

The Agreement for Acquisition has been included to provide shareholders and other interested parties with information regarding its terms. The Agreement for Acquisition is not intended to provide any other factual information about Z3E or Usee. The representations, warranties and covenants contained in the Agreement for Acquisition were made only for the purposes of the Agreement for Acquisition and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement for Acquisition instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to shareholders or potential shareholders.  Accordingly, interested parties should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the date of such Agreement of Acquisition,  and (ii) in some cases they are subject to qualifications with respect to materiality, knowledge and/or other matters such as approval by regulating authorities. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement of Acquisition, which subsequent information may or may not be fully reflected in Z3E’s public disclosures.

Item 2.01 Completion of Acquisition or Disposition of Assets
Acquisition with Usee, Inc. and Usee Ca., Inc.

Pursuant to the Agreement for Acquisition, on September 17, 2010,  Z3 Enterprises, Inc. (“Z3E”) acquired Usee, Inc. and Usee Ca., Inc.  (“Usee”).  Z3E bought Usee for $105 million in the form of 10,500,000 shares of Z3E common stock.

After the acquisition, Usee became a wholly-owned subsidiary of Z3E and a representative of Z3E will be appointed to a seat on the board of directors of Usee. Management, however, will remain under the direction of the officers and directors of Usee.

The foregoing is intended only to be a summary of the acquisition and is qualified in its entirety by the Agreement for Acquisition, which is attached hereto as Exhibit 1.1 and a copy of the related press release is attached hereto as Exhibit 1.2.  Each exhibit is incorporated herein by reference.

Item 8.01.
Other Events.
 
On September 20, 2010,  Z3E and Usee issued a press release announcing the Agreement for Acquisition. A copy of that press release is filed as Exhibit 1.2 on this Report and incorporated herein by reference.
 
 







Item 9.01
 
Financial Statements and Exhibits.
(d)
 
Exhibits

     
Exhibit No.
 
Description
     
Exhibit 1.1
 
Agreement for Acquistion, dated as of September 17, 2010, entered into between Z3 Enterprises, Inc and Usee, Inc and Usee Ca., Inc.
Exhibit 1.2
 
Press release announcing Agreement for Acquisition between Z3 Enterprises, Inc and Usee, Inc and Usee Ca., Inc.
     



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:   September 23, 2010
Z3 Enterprises, Inc
 
 
(Registrant)
 
       
 
By:
/s/ Judson Bibb
 
   
Judson Bibb, President
 
       

EXHIBIT INDEX
     
Exhibit No.
 
Description
     
Exhibit 1.1
 
Agreement for Acquistion, dated as of September 17, 2010, entered into between Z3 Enterprises, Inc and Usee, Inc and Usee Ca., Inc.
Exhibit 1.2
 
Press release announcing Agreement for Acquisition between Z3 Enterprises, Inc and Usee, Inc and Usee Ca., Inc.
     





LETTER OF AGREEMENT

Whereas, the parties, Z3 Enterprises, Inc. a publicly traded corporation organized under the laws of the State of Nevada (hereinafter referred to as Z3E) or its assignee and Usee, Inc., a corporation organized under the laws of the State of Texas and Usee CA, Inc., a corporation organized under the laws of the State of California (herein after jointly referred to as USEE) desire to enter into an agreement the sale of USEE to Z3 Enterprises, Inc. Upon completion of the acquisition, USEE shall operate as a wholly owned subsidiary of Z3E.

The following outlines the terms of the agreement for acquisition of USEE.  The agreement is contingent upon the completion of an auditor’s review of this transaction related to the assets herein by the independent auditors of Z3E.

WHEREAS, the Board of Directors of Z3 Enterprises, Inc. (Z3E), acting in the best interests of the Corporation, desire to acquire One Hundred Percent (100%) ownership of the asset identified in Exhibit A  as “USEE” in the manner identified below;

WHEREAS, the Board of Directors of Usee, Inc. and Usee Ca., Inc. (USEE), acting in the best interests of its entity(s) desires to sell One Hundred Percent (100%) ownership of the asset identified as the “USEE” in Exhibit A in the manner identified below;

The parties agree to the following:

1.  
The Board of Directors of the Z3 Enterprises, Inc. acting in the best interests of the Corporation, agrees to purchase one hundred percent 100% of the issued and outstanding shares of USEE for ONE HUNDRED AND FIVE MILLION DOLLARS ($105,000,000.00). Payment shall be made as follows: USEE shall receive Ten Million Five Hundred Thousand (10,500,000) Shares of the Z3E, contingent upon an independent auditor’s review of this transaction and acceptance of this transaction by the Shareholders of Z3E;

2.  
The Boards of USEE acting in the best interests of each corporation individually and jointly agree to accept as payment  for the conveyance, assignment, and transfer of one hundred percent (100%) of its issued and outstanding shares of Common and Preferred stock, Ten Million Five Hundred Thousand (10,500,000) shares of common stock of Z3E, in consideration of the One Hundred and Five Million Dollars ($105,000,000.00) payment due to USEE, contingent upon the acceptance of this transaction by the Shareholders of USEE.

3.  
The Board of Directors of Z3 Enterprises also agrees to issue to USEE, One Hundred Thousand (100,000) Preferred Shares of Z3E, with a conversion of Fifty to One (50:1), upon reaching the milestone of One Billion Dollars ($1,000,000,000.00) in Gross Revenue from its business operations.

4.  
The Parties (Z3E and USEE) agree that no shares will be issued to USEE until the completion of the pending 6:1 forward split of Z3E’s common stock.
 
 
5.  
The Parties (Z3E and USEE) agree that day to day management and control of USEE shall rest with the Officers and Directors of USEE.  A representative of Z3E shall be appointed to one seat on the Board of Directors of USEE.  In addition, USEE shall manage all financial matters in accordance with the rules and regulations of reporting and financial disclosure in compliance the Securities and Exchange Act of 1934.

Other terms

6.  
Arbitration . The parties agree and stipulate that all claims, disputes, and other matters in question arising out of or relating to this agreement or breach thereof that cannot be resolved in good faith negotiations will be decided by arbitration in accordance with the Federal Arbitration Act (9u.s.c.§§10 and 11) and the Commercial Arbitration Rules of the American Arbitration Association subject to the prevailing law of any court having jurisdiction.

7.  
Disclosure of Information.   The Parties shall maintain in strict secrecy and confidence any information of any kind, nature or description concerning any matter affecting or relating to the business of the other party including, without limitation, the names of personnel, or the financial affairs of the other, or any other information of, or concerning the business of either party, its manner of operations, its plans, or other data of any kind, nature or description.  The Parties agree the they shall not, unless first authorized in writing by the other Party, disclose to, or use for either Party’s benefit or for the benefit of any person, firm, corporation or entity, any information obtained by either Party in connection with or on behalf of the other Party, except as required in the performance the items included in Section 2 of this Agreement and in compliance with regulations of the Securities and Exchange Commission or other governing body.

8.  
Indemnification by the Parties .  Both parties shall indemnify the other and its Affiliates and their respective officers, directors, employees, stockholders, agents and representatives against, and defend and hold them harmless from, any loss, liability, claim, judgment, settlement, award, penalty, damage, cost or expense (including reasonable attorneys’ fees and expenses) (a “ Loss ”), as incurred, for or on account of or arising from or in connection with or otherwise with respect to this agreement.

9.  
Definitive Agreement
a.  
The Parties agree to complete and execute a definitive asset purchase agreement which shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the state of Nevada.
b.  
This agreement shall be considered as the foundation for the making of a more definitive agreement between the Parties.  In the event a definitive agreement cannot be reached within ten (10) days from the date of this agreement, the parties agree to be bound by the terms of this agreement until such time as the agreement has been executed or a definitive agreement is signed by both parties.



 
 
 



10.  
  Informed,   Voluntary   Execution   of   Contract . The undersigned signatories to this Contract acknowledge and affirm that the fully understand their obligations with respect to this Contract; that they have had adequate time and opportunity to consult with legal counsel of their choice prior to the execution of this Contract; that they are fully informed in the premises; and that each has executed this Contract freely and voluntarily, without reservation or exception.

11.  
Confirmation   of   Authorization   of   Parties'   Signatories . The undersigned signatories to this Contract acknowledge and affirm that they are duly a uthorized signatories and have full legal capacity to initiate and execute all legal obligations arising from this Contract. The signatories, whose endorsements appear herein respectively, hereby represent that they each are acting with full corporate authority, and with full knowledge and at the direction of the officers and/or Board of Directors of their respective companies.

12.  
Execution   of   Contract   in   Counterparts;   Facsimile   Copies   Acceptable. This Agreement shall be bound and sealed, each and every page shall be initialed, and the signatures of the Parties' duly authorized representatives shall be affixed as indicated below. The Parties stipulate and agree that this Contract may be signed in counterparts, duly initialed and executed by each Party as set forth above. When each counterpart, duly initialed and executed, and delivery thereof has been made to each Party respectively, this Agreement shall then be considered to be an original, binding agreement between The Parties, whether received in hand, delivered by mail or courier, or transmitted via electronic facsimile transmission. The Parties further stipulate and agree that duly executed electronic facsimile transmission copies shall be acceptable and shall be considered to be as valid, legal and binding upon The Parties as the originals thereof.


IN WITNESS WHEREOF, the parties have caused this LOA to be executed as of
and no later than the 17th day of September, 2010.

 
Sincerely,
 
 
USEE, INC.
 
 
By: /s/ Terry Wiese
Terry Wiese, Chair
 
 
USEE, CA. INC.
 
 
By: /s/ Scott Wiese
Scott Wiese, President and CEO
Agreed to and accepted:
 
Z3Enterprises, Inc.
 
By: /s/ Judson Bibb
Judson Bibb, President
 







2831 St. Rose Parkway                                                                                                Phone: 702.589.4409
Suite 204                                                                                                Fax:     702.589.4710
  Henderson, NV 89052                                                                                                  Web: www.z3einc.com
 
 



Z3 Enterprises Acquires Usee, Inc., VoIP Provider, for $105M in Stock

HENDERSON, NV, Sep 20, 2010 (MARKETWIRE via COMTEX) -- Z3 Enterprises, Inc. ( BIBB   16.05 ,   +0.05 ,   +0.31% )  has signed an agreement to acquire 100% of Usee, Inc. of Texas and Usee Ca., Inc. of Murrieta, California for $105 million in stock upon completion of the Z3's recently announced 6:1 forward split. After the acquisition and other complementary transactions, Usee will operate as a wholly owned subsidiary of Z3 Enterprises, adding revenues of nearly $10 million annually and pending contracts worth well over $100 million per year to the bottom line of the parent company. The move significantly bolsters Z3's overall income and assets for 2010 and revenue projections for 2011, while making the current shareholders of Usee "minority shareholders" in Z3 Enterprises.
While Z3's primary focus is on the acquisition, financing, and production of media related consumer products, the acquisition of Usee allows Z3 to diversify its revenue streams. The move will also enable Usee to complete several other acquisitions of complementary companies in the voice over internet protocol (VoIP), industry which has seen an estimated growth in revenues from less than $10 billion in 2006 to nearly $50 billion in 2010.
 
"Our goal is to provide consumers with access to entertainment, education, and other products and services to make their lives easier and more enjoyable," said Judson Bibb, President of Z3 Enterprises. "The acquisition of a company that owns patents in a fast growing segment of the market is part of our mission to build shareholder value through the acquisition and funding of consumer-driven projects."
 
Z3 Enterprises and Usee will focus on raising $150 Million in capital for Usee's operations including the international expansion of Usee's products and services. In addition, Z3 Enterprises intends to utilize Usee's platforms for advertising and delivery of some of its video-based content including educational programs, and other corporate and consumer products.
 
About Z3 Enterprises, Inc. (formerly Bibb Corp.): The company is in the business of multi-media publishing and marketing. To date the Company's operations have been limited to general administrative operations and was considered a development stage company. The company's projects include publication of health and wellness books, the production of educational and entertaining television shows, feature films, and special events marketing.  www.z3einc.com
About Usee, Inc. and Usee Ca., Inc.
 
Usee, Inc. is the Lifestyle Tele-Media Company organized as a Texas Corporation and is headquartered in Dallas with additional offices in Los Angeles, and Chicago. Through a joint venture with a team of visionary engineers and network innovators at XCastLabs, the Company is able to provide seamless, cost efficient and effective VoIP and video/content services. Usee's primary focus is to provide real time, face-to-face video communications and content to meet the needs of consumers, businesses and institutions. We create a virtual tele-media experience for the end user with our UseeiseeFone(TM) and UseeiseeSoftFone(TM) currently with other options to soon follow.  www.useeisee.com
Safe Harbor Statement
 
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the company's current plans and expectations, as well as future results of operations and financial condition. A more extensive listing of risks and factors that may affect the company's business prospects and cause actual results to differ materially from those described in the forward-looking statements can be found in the reports and other documents filed by the company with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 

 
For more information:
 
Robert Schechter
 
Equity Communications
 
Email Contact
 
212-499-6809