- Statement of Ownership (SC 13G)
December 31 2008 - 5:27PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
IBSG INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
449236207
(CUSIP Number)
December 20, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act), or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
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CUSIP No.
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449236207
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Page
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2
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of
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10
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1
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NAME OF REPORTING PERSON
I. R. S. Identification No. of Above Person (entities only)
Mercury Fund VIII, Ltd. I.R.S. Identification No. 26-1440289
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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808,000
(1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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808,000
(1)
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WITH
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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808,000
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.48%
(2)
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12
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TYPE OF REPORTING PERSON*
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PN
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(1)
Mr. Howe exercises voting and
disposition power over such shares on behalf of Mercury Management, the General Partner of
Mercury Ventures II, Ltd. (Mercury Ventures II), which is the General Partner of Mercury
Fund VIII, Ltd. (Mercury VIII).
(2)
Assumes a total of 12,476,538 shares
of common stock (the Common Stock) outstanding based on IBSG International, Inc.s (IBSG)
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.
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CUSIP No.
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449236207
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Page
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3
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of
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10
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1
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I. R. S. Identification No. of Above Person (entities only)
Mercury Ventures II, Ltd. I.R.S. Identification No. 20-4736567
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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808,000
(1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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808,000
(1)
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WITH
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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808,000
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.48%
(2)
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12
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TYPE OF REPORTING PERSON*
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PN
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(1)
Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury VIII.
(2)
Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSGs Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.
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CUSIP No.
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449236207
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Page
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4
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of
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10
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1
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NAME OF REPORTING PERSON
I. R. S. Identification No. of Above Person (entities only)
Mercury Management, L.L.C. I.R.S. Identification No. 75-2796232
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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808,000
(1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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808,000
(1)
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WITH
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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808,000
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.48%
(2)
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12
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TYPE OF REPORTING PERSON*
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OO
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(1)
Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VIII.
(2)
Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSGs Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.
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CUSIP No.
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449236207
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Page
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5
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of
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10
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1
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NAME OF REPORTING PERSON
I. R. S. Identification No. of Above Person (entities only)
Kevin C. Howe
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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808,000
(1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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808,000
(1)
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WITH
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8
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SHARED DISPOSITIVE POWER
|
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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808,000
(1)
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10
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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|
o
|
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|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.48%
(2)
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12
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TYPE OF REPORTING PERSON*
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IN
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(1)
Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VIII.
(2)
Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSGs Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14, 2008.
*
SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 449236207
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Page 6 of 10
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Introduction
Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, Mercury Fund
VIII, Ltd. (Mercury VIII), Mercury Ventures II, Ltd. (Mercury Ventures II), Mercury Management,
L.L.C. (Mercury Management) and Kevin C. Howe (Mr. Howe) are making this joint filing on
Schedule 13G.
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Item 1(a).
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Name of Issuer:
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IBSG International, Inc., a Florida corporation
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Item 1(b).
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Address of Issuers Principal Executive Offices:
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1132 Celebration Blvd., Celebration, Florida 34747
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Item 2(a).
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Name of Person Filing:
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Mercury Fund VIII, Ltd.
Mercury Ventures II, Ltd.
Mercury Management, L.L.C.
Kevin C. Howe
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The principal business office of Mercury VIII, Mercury Ventures II, Mercury
Management and Mr. Howe is 501 Park Lake Drive, McKinney, Texas 75070.
Mercury VIIIs place of organization is Texas
Mercury Ventures IIs place of organization is Texas
Mercury Managements place of organization is Texas
Mr. Howe is a citizen of the United States
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Item 2(d).
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Title of Class of Securities:
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Common stock, $0.001 par value per share (the Common Stock)
449236207
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
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Not Applicable.
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CUSIP No. 449236207
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Page 7 of 10
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Mercury VIII
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(a) Amount beneficially owned:
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808,000
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(1)
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(b) Percent of class:
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6.48
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%
(2)
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(c) Number of shares as to which the person has:
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(i) Sole power to vote or direct the vote
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808,000
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(1)
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(ii) Shared power to vote or direct the vote
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-0-
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(iii) Sole power to dispose or to direct the disposition of
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808,000
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(1)
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(iv) Shared power to dispose or to direct the disposition of
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-0-
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(1)
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Mr. Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner
of Mercury VIII.
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(2)
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Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSGs
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14,
2008.
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Mercury Ventures II
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(a) Amount beneficially owned:
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808,000
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(1)
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(b) Percent of class:
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6.48
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%
(2)
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(c) Number of shares as to which the person has:
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(i) Sole power to vote or direct the vote
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808,000
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(1)
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(ii) Shared power to vote or direct the vote
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-0-
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(iii) Sole power to dispose or to direct the disposition of
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808,000
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(1)
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(iv) Shared power to dispose or to direct the disposition of
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-0-
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(1)
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Mr. Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner
of Mercury VIII.
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(2)
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Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSGs
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14,
2008.
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Mercury Management
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(a) Amount beneficially owned:
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808,000
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(1)
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(b) Percent of class:
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6.48
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%
(2)
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(c) Number of shares as to which the person has:
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CUSIP No. 449236207
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Page 8 of 10
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(i) Sole power to vote or direct the vote
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808,000
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(1)
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(ii) Shared power to vote or direct the vote
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-0-
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(iii) Sole power to dispose or to direct the disposition of
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808,000
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(1)
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(iv) Shared power to dispose or to direct the disposition of
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-0-
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(1)
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Mr. Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the
General Partner of Mercury VIII.
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(2)
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Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSGs
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14,
2008.
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Mr. Howe
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(a) Amount beneficially owned:
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808,000
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(1)
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(b) Percent of class:
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6.48
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%
(2)
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(c) Number of shares as to which the person has:
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(i) Sole power to vote or direct the vote
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808,000
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(1)
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(ii) Shared power to vote or direct the vote
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-0-
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(iii) Sole power to dispose or to direct the disposition of
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808,000
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(1)
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(iv) Shared power to dispose or to direct the disposition of
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-0-
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(1)
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Mr. Howe exercises voting and disposition power over such shares on behalf of
Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the
General Partner of Mercury VIII.
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(2)
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Assumes a total of 12,476,538 shares of Common Stock outstanding based on IBSGs
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed on November 14,
2008.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following. [ ]
Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company:
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Not Applicable
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CUSIP No. 449236207
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Page 9 of 10
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Item 8.
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Identification and Classification of Members of the Group:
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The following lists each member of the group filing this Schedule 13G pursuant to
Rule 13d-1(c):
Mercury Fund VIII, Ltd.
Mercury Ventures II, Ltd.
Mercury Management, L.L.C.
Kevin C. Howe
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Item 9.
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Notice of Dissolution of Group:
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Not Applicable
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
[Remainder of Page Intentionally Left Blank]
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CUSIP No. 449236207
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Page 10 of 10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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December 31, 2008
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MERCURY FUND VIII, LTD.
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By:
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MERCURY VENTURES II, LTD.
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General Partner
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By:
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MERCURY MANAGEMENT, L.L.C.
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General Partner
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By:
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/s/ Kevin C. Howe
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Name:
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Kevin C. Howe
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Title:
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Manager
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December 31, 2008
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MERCURY VENTURES II, LTD.
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By:
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MERCURY MANAGEMENT, L.L.C.
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General Partner
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By:
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/s/ Kevin C. Howe
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Name:
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Kevin C. Howe
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Title:
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Manager
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December 31, 2008
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MERCURY MANAGEMENT, L.L.C.
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By:
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/s/ Kevin C. Howe
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Name: Kevin C. Howe
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Title: Manager
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December 31, 2008
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/s/ Kevin C. Howe
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Name: Kevin C. Howe
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EXHIBIT A
JOINT FILING AGREEMENT
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