SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
June 25, 1997
________________________________________________
Date of Report (Date of earliest event reported)
MULTIPLE DIMENSIONAL LASER
TECHNOLOGIES, INC.
________________________________________________
(Exact name of registrant as specified in its charter)
Colorado 0-21941 84-11356381
________________________________________________
(State or other (Commission I.R.S.Employer
jurisdiction File Number) Identification No.)
of incorporation)
105 Hunter Street, Sulphur Springs, Texas 75482
________________________________________________
Address of principal executive offices) (Zip Code)
(903) 439-2064
________________________________________________
Registrant's telephone number, including area code
Buffalo Capital I, Ltd.
7331 S. Meadow Court, Boulder, CO 80301
________________________________________________
(Former name, former address and former fiscal year, if changed since
last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
A change in control of the registrant occurred on June 25, 1997.
As reported in Item 2, below, on that date, the registrant acquired all of
the issued and outstanding stock of Multiple Dimensional Laser
Technologies, Inc., a Nevada corporation ("MDLT Nevada"), in
exchange for 4,800,000 shares of its authorized but previously unissued
common stock.
On May 31, 1997, prior to the completion of the exchange
transaction, the number of issued and outstanding shares of the registrant
was reduced from 2,415,000 to 200,000 shares, as a result of an
agreement by the principal shareholders of the registrant to surrender a
total of 2,215,000 shares for cancellation. Immediately following
issuance of shares in the exchange transaction, the registrant had
5,000,000 shares issued and outstanding of which 4,800,000 shares, or
96%, were held by the persons who had previously been the
shareholders of MDLT Nevada.
As a condition precedent to the completion of the exchange
transaction, all of the previously issued and outstanding Class A and
Class B Warrants of the registrant were cancelled. In addition, the
Company agreed, following completion of the transaction, to issue a
total 752,500 shares to Wilmington Capital, LLC, as consideration for
services related to negotiation and completion of the transaction. As of
the date of this 8-K, no shares had been issued to Wilmington Capital,
LLC.
The following table sets forth, as of the date of this report on
Form 8-K, the number of shares owned of record and beneficially by
each person who holds 5% or more of the issued and outstanding stock
of the registrant:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES PERCENTAGE
<S> <C> <C>
William T. Swor 2,497,625 49.95%
Dan R. & Janet
D. Parker 1,178,125 23.56%
</TABLE>
The foregoing table does not take into account the 752,500 shares
to be issued to Wilmington Capital, LLC, because, as of the date of this
report on Form 8-K, none of such shares had been issued. Following
issuance of the shares to Wilmington Capital, LLC, it will own
approximately 13.08% of the issued and outstanding stock of the
Company.
In conjunction with the change in control, all existing officers and
directors of the registrant resigned and new officers and directors were
appointed. The new officers and directors of the registrant are:
<TABLE>
<CAPTION>
NAME POSITION
<S> <C>
William T. Swor Chief Executive Officer
President & Director
Dan R. Parker Director
Donna Swor Secretary
</TABLE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On June 25, 1997, in accordance with the terms of an
Exchange Agreement dated June 25, 1997, the Company acquired all of
the issued and outstanding stock of Multiple Dimensional Laser
Technologies, Inc., a Nevada corporation ("MDLT Nevada"), in a stock
for stock exchange intended to qualify as a tax free reorganization under
Section 368(a)(1)(B) of the Internal Revenue Code of 1986. In the
transaction, the Company issued 4,800,000 shares of its common stock
to the former shareholders of MDLT Nevada, and agreed to issue a total
of 752,500 shares to Wilmington Capital, LLC, as compensation for
services related to negotiation and completion of the transaction.
As a condition precedent to completion of the transaction, the
registrant changed its name to Multiple Dimensional Laser Technologies,
Inc.
(b) MDLT Nevada is primarily engaged in the development,
manufacture, sale and distribution of medical laser equipment, and will
continue in that business following its acquisition by the registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Item 7(a). Financial statements of businesses acquired.
Audited financial statements for MDLT Nevada for its fiscal
years ending December 31, 1996 and 1995 are included with this Report
on Form 8-K. Interim financial statements as of a date within 135 days
of the date of this report on Form 8-K are not included with this report.
Such interim financial statements will be filed by the registrant as soon
as practicable, but in any event not later than 60 days after the due date
of this Form 8-K reporting the acquisition of all of the issued and
outstanding stock of MDLT Nevada.
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
FINANCIAL STATEMENTS
December 31, 1996 and 1995
with Independent Auditor's Report
<PAGE>
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
Index to Financial Statements
Independent Auditor's Report
Balance Sheets at December 31, 1996 and 1995
Statements of Operations
For the Years Ended December 31, 1996 and 1995
and the Period from September 28, 1993
(Date of Inception) to December 31, 1996
Statements of Changes in Stockholders' Equity
For the Years Ended December 31, 1996 and 1995
and the Period from September 28, 1993
(Date of Inception) to December 31, 1996
Statements of Cash Flows
For the Years Ended December 31, 1996 and 1995
and the Period from September 28, 1993
(Date of Inception) to December 31, 1996
Notes to Financial Statements
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Multiple Dimensional Laser Technology, Inc.
We have audited the accompanying balance sheets of Multiple
Dimensional Laser Technology, Inc. (A Development Stage Company)
as of December 31, 1996 and 1995 and the related statements of
operations, changes in stockholders' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Multiple Dimensional
Laser Technology, Inc. (A Development Stage Company) as of
December 31, 1996 and 1995, and the results of its operations and its
cash flows for the years then ended in conformity with generally
accepted accounting principles.
Jackson & Rhodes, P.C.
Dallas, Texas
April 11, 1997
<PAGE>
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
BALANCE SHEETS
(A Development Stage Company)
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Assets
1996 1995
<S> <C> <C>
Current assets:
Cash 73,549 107,826
Receivable, affiliate 24,903 -
Prepaid expenses 5,321 -
Inventories (Note 3) 253,721 -
Total current assets 357,494 107,826
Property and equipment:
Furniture, equipment
and autos 310,036 308,454
Less accumulated
depreciation (181,444) (120,980)
128,592 187,474
Other assets:
Organization costs, net
of accumulated amortization 210 283
Patents, net of accumulated
amortization 4,502 2,423
Software, net of accumulated
amortization 7,667 11,667
12,379 14,373
498,465 309,673
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and
accrued liabilities 19,786 5,781
Notes payable (Note 4) - 65,000
Notes payable, affiliate - 499
Total current liabilities 19,786 71,280
Commitments and contingencies
(Note 8) - -
Stockholders' equity:
Stock to be issued (Note 6) - 186,250
Common stock, $.01 par value,
50,000 shares authorized;
49,235,000 and 46,725,000
shares issued and outstanding 492,350 467,250
Additional paid-in capital 1,061,900 311,250
Accumulated deficit (1,023,876) (726,357)
530,374 238,393
Less treasury stock, 425,000
shares in 1996, at cost (51,695) -
Total stockholders' equity 478,679 238,393
498,465 309,673
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
STATEMENTS OF OPERATIONS
(A Development Stage Company)
<TABLE>
<CAPTION>
Period from Inception
(September 28, 1993)
Years Ended December 31 to December 31,
1996 1995 1996
<S> <C> <C> <C>
Operating expenses:
Other general and
administrative 301,969 456,450 1,015,223
Loss from operations (301,969) (456,450) (1,015,223)
Other income (expense):
Interest, net 547 (12,019) (12,556)
Other 3,903 - 3,903
Total other
income (expense) 4,450 (12,019) (8,653)
Net loss (297,519) (468,469) (1,023,876)
Net loss per common share (0.01) (0.01)
Weighted average
common shares 47,777,500 43,449,167
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(A Development Stage Company)
Period from Inception (September 28, 1993) to
December 31, 1996
(page 1 of 2)
<TABLE>
<CAPTION>
Stock to be issued Common Stock
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Issuance of common
stock for assets - - 31,200,000 312,000
Issuance of common
stock for services - - 5,500,000 55,000
Net loss, period
from inception
(September 28,
1993) to December
31, 1993
(unaudited) - - - -
Balance, December
31, 1993 - - 36,700,000 367,000
Issuance of common
stock - - 3,425,000 34,250
Issuance of common
stock for services - - 1,200,000 12,000
Net loss - - - -
Balance, December
31, 1994 - - 41,325,000 413,250
Issuance of common
stock 1,850,000 186,250 2,275,000 22,750
Common stock issued
for services - - 3,125,000 31,250
Net loss - - - -
Balance, December
31, 1995 1,850,000 186,250 46,725,000 467,250
Issuance of common
stock (1,700,000) (171,250) 2,510,000 25,100
Cash returned to
investors (150,000) (15,000) - -
Purchase of treasury
stock - - - -
Net loss - - - -
Balance, December
31, 1996 - - 49,235,000 492,350
/TABLE
<PAGE>
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(A Development Stage Company)
Period from Inception (September 28, 1993) to
December 31, 1996
(page 2 of 2)
<TABLE>
<CAPTION>
Additional
Paid-in Accumulated Treasury
Capital Deficit Stock Total
<S> <C> <C> <C> <C>
Issuance of common
stock for assets 5,000 - - 317,000
Issuance of common
stock for services - - - 55,000
Net loss, period
from inception
(September 28,
1993) to December
31, 1993
(unaudited) - (79,652) - (79,652)
Balance, December
31, 1993 5,000 (79,652) - 292,348
Issuance of common
stock 43,250 - - 77,500
Issuance of common
stock for services - - - 12,000
Net loss - (178,236) - (178,236)
Balance, December
31, 1994 48,250 (257,888) - 203,612
Issuance of common
stock 92,000 - - 301,000
Common stock issued
for services 171,000 - - 202,250
Net loss - (468,469) - (468,469)
Balance, December
31, 1995 311,250 (726,357) - 238,393
Issuance of common
stock 750,650 - - 604,500
Cash returned to
investors - - - (15,000)
Purchase of treasury
stock - - (51,695) (51,695)
Net loss - (297,519) - (297,519)
Balance, December
31, 1996 1,061,900 (1,023,876) (51,695) 478,679
</TABLE>
See accompanying notes to financial statements.<PAGE>
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS
(A Development Stage Company)
<TABLE>
<CAPTION>
Period from Inception
(September 28, 1993)
Years Ended December 31, to December 31,
1996 1995 1996
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss (297,519) (468,469) (1,023,876)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Depreciation
and amortization 64,852 65,412 194,339
Issuance of common stock
for services - 202,250 269,250
Changes in operating assets
and liabilities:
Prepaid expenses (5,321) - (5,321)
Inventory (253,721) - (253,721)
Other assets (2,394) (2,515) (5,274)
Accounts payable and
accrued liabilities 14,005 4,883 19,786
Net cash used in operating
activities: (480,098) (198,439) (804,817)
Cash flows from investing activities:
Capital expenditures for
property and equipment (1,582) (3,454) (13,036)
Cash flows from financing activities:
Issuance of common
stock 604,500 106,000 983,000
Cash returned to
investors (15,000) - (15,000)
Proceeds from stock
to be issued - 195,000 -
Net borrowings from
notes payable (65,000) 21,970 -
Purchase of treasury
stock (51,695) - (51,695)
Net borrowings/loans
from related parties (25,402) (23,421) (24,903)
Net cash provided by
financing activities 447,403 299,549 891,402
Net increase (decrease) in
cash and cash equivalents (34,277) 97,656 73,549
Cash at beginning
of period 107,826 10,170 -
Cash at end of period 73,549 107,826 73,549
Supplemental disclosure:
Total interest paid 5,702 4,060
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1996 and 1995
1. DESCRIPTION OF BUSINESS
Multiple Dimensional Laser Technologies, Inc. (the Company) was
incorporated in Nevada on September 28, 1993. The Company is
primarily engaged in the development, manufacture, sale and distribution
of medical laser equipment. As of December 31, 1996, the Company
was in the development stage, in that principal operations had not
commenced.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers all liquid investments, with original maturities
of three months or less when purchased, to be cash equivalents.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or
market.
Furniture, Equipment and Autos
Equipment is recorded at cost and depreciated by the straight-line
method over the five-year expected useful lives of the assets.
Expenditures for normal maintenance and repairs are charged to income,
and significant improvements are capitalized. Depreciation expense for
1996 and 1995 amounted to $60,464 and $61,246, respectively.
Organization Costs
Costs incident to the creation of the Company, including various legal
fees, have been capitalized and are being amortized over a five-year
period. Amortization expense for 1996 and 1995 amounted to $73 each
year.
Patents
Costs incurred for application and filing of the patent, including legal
fees, have been capitalized and are being amortized over fifteen years
which is the remaining life of the patent. Amortization expense was
$314 and $92 for 1996 and 1995, respectively.
Software
The software costs have been capitalized and are being amortized over
a five-year period. Amortization expense for 1996 and 1995 amounted
to $4,000 each year.
Research and Development
The Company has expensed approximately $11,375 and $105,000 for
research and development included in general and administrative
expenses in the accompanying statements of operations for the years
ended December 31, 1996 and 1995, respectively.
Net Loss Per Common Share
Per share amounts have been computed using the weighted average
number of shares of common stock and stock to be issued outstanding
for each period.
Income Taxes
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109"). SFAS 109 utilizes the asset and liability method
of computing deferred income taxes. The objective of the asset and
liability method is to establish deferred tax assets and liabilities for the
temporary differences between the financial reporting basis and the tax
basis of the Company's assets and liabilities at enacted tax rates expected
to be in effect when such amounts are realized or settled. Under SFAS
109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
3. INVENTORIES
The major components of inventories at December 31, 1996, are as
follows:
<TABLE>
<CAPTION>
<S> <C>
Work-in-Process 53,721
Finished goods 200,000
253,721
</TABLE>
4. NOTES PAYABLE
Notes payable at December 31, 1995 consisted of:
<TABLE>
<CAPTION>
<S> <C>
10% demand note payable
to a bank 40,000
Unsecured 10% note payable to
an individual, paid in 1996 25,000
65,000
</TABLE>
5. RELATED PARTY TRANSACTIONS
The Company borrowed/loaned funds from/to two major shareholders
in 1994 at an interest rate of 10%. The Company has a receivable of
$24,903 at December 1996 and a payable of $499 at December 31,
1995.
6. CONVERTIBLE DEBT AND STOCKHOLDERS' EQUITY
The Company issued convertible debt of $200,000 during 1995 at an
interest rate of 10%. The holders converted $171,250 of the debt into
1,700,000 shares of common stock, which is reflected as stock to be
issued in the accompanying balance sheet at December 31, 1995. The
remaining balance was repaid to the investors.
7. INCOME TAXES
The Company has recorded no income tax benefit due to the existence
of a net operating loss. There are no deferred tax assets or liabilities as
there are no temporary differences between the tax and financial bases
of the Company's assets and liabilities. Net operating loss carryforwards
for tax purposes, which will expire, if not utilized, beginning in 2008,
amounted to approximately $1,000,000 at December 31, 1996. The
Company has recorded a valuation allowance equal to the deferred tax
asset of $340,000 related to the net operating loss carryforwards.
8. COMMITMENTS AND CONTINGENCIES
Concentration of Credit Risk
The Company invests its cash and certificates of deposit primarily in
deposits with major banks. Certain deposits, at times, are in excess of
federally insured limits. The Company has not incurred losses related
to its cash.
Lease
The Company leases its office space under a month-to-month lease.
Rent expense amounted to $1,850 and $756 for 1996 and 1995,
respectively.
Item 7(b). Pro forma financial information
It is impractical to provide the required pro forma financial information
for the transaction described in Item 2, above, as of the date of this
report on Form 8-K. Such pro forma financial information will be filed
by the registrant as soon as practicable, but in any event not later than
60 days after the due date of this Form 8-K reporting the acquisition of
all of the issued and outstanding stock of MDLT Nevada.
Item 7(c). The following Exhibits are filed as part of this report:
10.1 - Exchange Agreement
10.2 - Addendum to Exchange Agreement
<PAGE>
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.
MULTIPLE DIMENSIONAL LASER
TECHNOLOGIES, INC.
/s/
William T. Swor, President
Date: 7/10/97<PAGE>
EXHIBIT 10.1 - EXCHANGE AGREEMENT
AGREEMENT made this 23rd day of June 1997, between Bill Swor and
Multiple Dimensional Laser Technologies, Inc. Stockholders (hereinafter
"Stockholders"), and Buffalo Capital I, Ltd., a Colorado corporation
("Buffalo") (hereinafter collectively as "Parties").
WITNESSETH:
WHEREAS, the Stockholders are the holders of all of the outstanding
shares of Multiple Dimensional Laser Technologies, Inc., a Nevada
corporation (hereinafter "MDLT"); and
WHEREAS, the authorized capital stock of Buffalo consists of
100,000,000 shares of Common Stock and 10,000,000 shares of
preferred stock, of which there are 200,000 shares of common stock
issued and outstanding as of the date hereof; and
WHEREAS, the Parties agree that it would be to their mutual benefit for
Buffalo to acquire all of the outstanding stock of MDLT from the
Stockholders in exchange for shares of Buffalo stock, and to take such
other actions as indicated herein as representations, warranties, actions
of directors, and actions of shareholders.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises, agreements and covenants herein contained, the Parties hereby
agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF
STOCKHOLDERS.
Stockholders, jointly and severally represent and warrant to Buffalo that:
a. Stockholders collectively own on the date hereof, and on
the Closing Date will own, free and clear of all liens, charges and
encumbrances, all of the issued and outstanding shares of capital stock
of MDLT, a Nevada corporation.
b. MDLT is a corporation duly organized and validly
existing and in good standing under the laws of the State of Nevada; has
all corporate power necessary to engage in the business in which it is
presently engaged; and has an authorized capitalization of 50,000,000
shares of common stock, of which there are validly issued and
outstanding 12,315,000 shares, fully paid and non-assessable.
c. Stockholders have heretofore initialed and furnished to
Buffalo copies of the audited balance sheet of MDLT, for the periods
ended December 31, 1996 and December 31, 1995, together with related
statements of income and expense for the periods then ended. These
audited balance sheets and related statements accurately set forth the
financial condition of MDLT as of their respective dates, and the results
of operations for the fiscal years then ended, prepared in conformity
with generally accepted accounting principles consistently applied.
d. MDLT has good and marketable title to all of the property
and assets listed in its financial statements (except property and assets
disposed of since such date in the usual and ordinary course of business),
subject to no mortgage, pledge, lien or other encumbrance except as
disclosed in the balance sheet marked as Exhibit A attached hereto and
made a part hereof.
e. As of May 31, 1997, MDLT has no obligations, liabilities
or commitments, contingent or otherwise, of a material nature which
were not provided for, except as set forth in the balance sheet marked
Exhibit A.
f. Since the date of the aforementioned balance sheet, there
has been no change in the nature of the business of MDLT, nor in its
financial condition or property, other than changes in the usual and
ordinary course of business, none of which has been materially adverse,
and MDLT has incurred no obligations or liabilities or made any
commitments other than in the usual and ordinary course of business or
as disclosed in Exhibit A.
g. MDLT is not a party to any employment contract with any
officer, director, or stockholder, or to any lease agreement or other
commitment not in the usual and ordinary course of business, nor party
to any pension, insurance, profit-sharing or bonus plan, except as
disclosed in Exhibit A.
h. MDLT is not a defendant, nor a plaintiff against whom a
counterclaim has been asserted, in any litigation, pending or threatened,
nor has any material claim been made or asserted against MDLT, nor
are there any proceedings threatened or pending before any federal, state
or municipal government, or any department, board, body or agency
thereof, involving MDLT, except as disclosed in Exhibit A.
i. MDLT is not in default under any agreement to which it
is a party, nor in the payment of any of its obligations.
j. Between the date of the balance sheet referred to in
subparagraph "c" above and Closing, MDLT will not have (i) paid or
declared any dividends on or made any distributions in respect of, or
issued, purchased or redeemed, any of the outstanding shares of its
capital stock, or (ii) made or authorized any changes in its Articles of
Incorporation or any amendment thereto or in its Bylaws, or (iii) made
any commitments or disbursements, or incurred any obligations or
liabilities of a substantial nature which are not in the usual and ordinary
course of business, or (iv) mortgaged or pledged or subjected to any
lien, charge or other encumbrance any of their assets, tangible or
intangible, except in the usual and ordinary course of its business, or (v)
sold, leased, or transferred or contracted to sell, lease or transfer any
assets, tangible or intangible, or entered into any other transactions,
except in the usual and ordinary course of business, or (vi) made any
loan or advance to any stockholder of MDLT, or to any other person,
firm, or corporation, except in the usual and ordinary course of business,
or (vii) made any material change in any existing employment agreement
or increased the compensation payable or made any arrangement for the
payment of any bonus to any officer, director, employee or agent, except
as set forth in Exhibit A.
k. This Exchange Agreement has been duly executed by
Stockholders and the execution and performance of this Exchange
Agreement will not violate, or result in a breach of, or constitute a
default in any agreement, instrument, judgment, order or decree to
which either of them or MDLT is a party to or to which either of them
or MDLT is subject, nor will such execution and performance constitute
a violation of or conflict with any fiduciary to which either of them or
MDLT is subject.
l. MDLT has timely filed or will have timely filed all
necessary extensions with the appropriate governmental authorities, of
tax and other returns required to be filed by it. Such returns are true
and complete and all taxes shown thereon to be due have been paid. All
material federal, state, local, county, franchise, sales, use, excise and
other taxes, assessed or due have been duly paid. No reserves for
unpaid taxes have been established or are required on the basis of the
facts and in accordance with generally accepted accounting principles.
m. MDLT is not in default with respect to any order, writ,
injunction or decree of any court, federal or state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality. There are no actions, suits, claims, proceedings, or
investigations pending or, to the knowledge of MDLT, at law or in
equity or before or by any federal, state, municipal, or other
governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign. MDLT has complied in all
material respects with all laws, regulations and orders applicable to its
business.
n. No representation or warranty in this section, nor
statement in any document, certificate or schedule furnished or to be
furnished pursuant to this Exchange Agreement by the Stockholders, or
in connection with the transactions contemplated hereby, contains or
contained any untrue statement of a material fact, nor does or will omit
to state a material fact necessary to make any statement of fact contained
herein or therein not misleading. MDLT has maintained, and will until
the Closing, maintain in full force and effect adequate policies of
insurance with coverage sufficient to meet the normal requirements of
its business.
2. REPRESENTATIONS AND WARRANTIES OF BUFFALO
Buffalo represents and warrants to Stockholders that:
a. Buffalo is a corporation duly organized and validly
existing and in good standing under the laws of the State of Colorado;
is qualified to transact business in the State of Colorado and no other
state; has an authorized capitalization of 100,000,000 shares of common
stock and 10,000,000 shares of preferred stock, of which there are
issued and outstanding, as of the date hereof, 200,000 shares of common
stock.
b. Buffalo has delivered to Stockholders its audited financial
statements for the year ended August 31, 1996. These financial
statements accurately set forth the financial condition of Buffalo as of the
dates specified, and the results of operations for the fiscal years
involved, prepared in conformity with generally accepted accounting
principals consistently applied. These financial statements are attached
hereto and marked Exhibit B.
c. Buffalo has good and marketable title to all of its property
and assets (except property and assets disposed of since such date in the
usual and ordinary course of business), subject to no mortgage, pledge,
lien or other encumbrance except as disclosed in the balance sheet
marked as Exhibit B.
d. As of June 15, 1997, Buffalo has no obligations,
liabilities, or commitments, contingent or otherwise, of a material
nature, except as set forth in Exhibit B.
e. Since the date of the aforementioned balance sheet, there
has been no change in the nature of the business of Buffalo, nor in its
financial condition or property, other than changes in the usual and
ordinary course of business, none of which has been materially adverse.
Buffalo has incurred no obligations or liabilities or made any
commitments other than in the usual and ordinary course of business or
as disclosed in Exhibit B.
f. Buffalo is not a party to any employment contract with
any officer, director, or stockholder, or to any lease agreement or other
commitment not in the usual and ordinary course of business, nor party
to any pension, insurance, profit-sharing or bonus plan.
g. Buffalo is not a defendant, nor a plaintiff against whom
a counterclaim has been asserted, in any litigation, pending or
threatened, nor has any material claim been made or asserted against
Buffalo, nor are there any proceedings threatened or pending before any
federal, state or municipal government, or any department, board, body
or agency thereof, involving Buffalo, except as disclosed in Exhibit B.
h. Buffalo is not in default under any agreement to which it
is a party, nor in the payment of any of its obligations.
i. Between the date of the balance sheet referred to in
subparagraph "b" above and Closing, Buffalo will not have (i) paid or
declared any dividends on or made any distributions in respect of, or
issued, purchased or redeemed, any of the outstanding shares of its
capital stock, except for the surrender and cancellation after the date of
the balance sheet referred to in subparagraph "b" and prior to the date
hereof, of 2,215,000 shares of common stock which were issued and
outstanding as of the date of the balance sheet, or (ii) made or authorized
any changes in its Articles of Incorporation or any amendment thereto
or in its Bylaws, other than a change in the Articles of Incorporation for
purposes of changing the name of the company to Multiple Dimensional
Laser Technologies, Inc, or (iii) made any commitments or
disbursements, or incurred any obligations or liabilities of a substantial
nature and which are not in the usual and ordinary course of business,
or (iv) mortgaged or pledged or subjected to any lien, charge or other
encumbrance any of their assets, tangible or intangible, except in the
usual and ordinary course of its business, or (v) sold, leased, or
transferred or contracted to sell, lease or transfer any assets, tangible or
intangible, or entered into any other transactions, except in the usual and
ordinary course of business, or (vi) made any loan or advance to any
stockholder of Buffalo, or to any other person, firm, or corporation,
except in the usual and ordinary course of business, or (vii) made any
material change in any existing employment agreement or increased the
compensation payable or made any arrangement for the payment of any
bonus to any officer, director, employee or agent, except as set forth in
Exhibit B.
j. This Exchange Agreement has been duly executed by
Buffalo and the execution and performance of this Exchange Agreement
will not violate, or result in a breach of, or constitute a default in any
agreement, instrument, judgment, order or decree to which it is a party
to or to which it is subject, nor will such execution and performance
constitute a violation of or conflict with any fiduciary to which it is
subject.
k. Buffalo has timely filed or will have timely filed all
necessary extensions with the appropriate governmental authorities, for
tax and other returns required to be filed by it. Such returns are true
and complete and all taxes shown thereon to be due have been paid. All
material federal, state, local, county, franchise, sales, use, excise and
other taxes, assessed or due have been duly paid and no reserves for
unpaid taxes have been set up or are required on the basis of the facts
and in accordance with generally accepted accounting principles.
l. Buffalo is not in default with respect to any order, writ,
injunction or decree of any court or federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality. There are no actions, suits, claims, proceedings, or
investigations pending or, to the knowledge of Buffalo, at law or in
equity or before or by any federal, state, municipal, or other
governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign. Buffalo has complied in all
material respects with all laws, regulations and orders applicable to its
business.
m. Prior to or simultaneously herewith, Buffalo has provided
the Stockholders with the following documents:
1. All directors and shareholders resolutions and
minutes adopted by Buffalo at any time, including organizational
minutes.
2. A Certificate of Good Standing for Buffalo issued
by the Colorado Secretary of State.
3. A copy of any amendments to the bylaws or
articles of incorporation of Buffalo adopted since the filing of Buffalo's
Form 10-SB (SEC File No. 0-21941).
4. Any response, amendment to, or amended form of
such Form 10-SB containing and satisfying the matters specified in a
letter to Buffalo from the Securities and Exchange Commission dated
March 4, 1997.
n. Representations of principals of Buffalo. Each of the
principals of Buffalo, being its present officers, directors, and
shareholders, represent and warrant, as indicated by their signatures
below, as follows:
1. With the exception of an agreement with
Wilmington Capital, LLC, none of such persons has pledged,
hypothecated, or otherwise encumbered their shares in Buffalo, or has
caused Buffalo to pledge, hypothecate, or otherwise encumber any of its
securities or property.
2. With the exception of any agreements with
Wilmington Capital, LLC, none of such persons has entered into any
obligation, agreement, or contract on behalf of Buffalo, with any person,
other than those obligations, agreements or contracts disclosed in writing
in or attached to this agreement, whether written or oral.
3. To the best of the knowledge of such persons, no
person or entity has any claim or cause of action against Buffalo at the
present time and all of its debts, obligations and accounts payable have
been paid in full.
o. No representation or warranty in this section, nor
statement in any document, certificate or schedule furnished or to be
furnished pursuant to this Exchange Agreement by the Buffalo, or in
connection with the transaction contemplated hereby, contains or
contained any untrue statement of a material fact, nor does or will omit
to state a material fact necessary to make any statement of fact contained
herein or therein not misleading.
3. DATE AND TIME OF CLOSING
The closing shall be held on Monday, June 23, 1997, at 3:00 p.m.
immediately following the organizational meeting of the Board of
Directors of Buffalo/MDLT as set forth in Paragraph 6 of this Exchange
Agreement, in Beverly Hills, California, or at such other time and place
as may be mutually agreed upon between the parties in writing.
4. BOARD OF DIRECTORS MEETING OF BUFFALO
The Board of Directors of Buffalo shall meet on this 23rd day of June,
1997 at 11:00 a.m. (Mountain Daylight Time) and conduct the following
business:
a. Ratify the Exchange Agreement; and,
b. Call a special stockholders meeting for Monday, June 23,
1997, at 12:00 p.m.(Mountain Daylight Time).
5. SPECIAL MEETING OF STOCKHOLDERS' OF BUFFALO
The Board of Directors of Buffalo will call and convene a special
meeting of stockholders of Buffalo on June 23, 1997, at 12:00 p.m.
(Mountain Daylight Time), and, at such meeting, action shall be taken:
a. To ratify this Exchange Agreement.
b. To approve an amendment to the Articles of Incorporation
to change the corporate name to Multiple Dimensional Laser
Technologies, Inc.
c. To ratify the cancellation of all issued and outstanding
Class A and Class B Warrants as a condition to execution of this
Exchange Agreement.
6. ORGANIZATIONAL MEETING OF THE BOARD OF
DIRECTORS OF MULTIPLE DIMENSIONAL LASER
TECHNOLOGIES, INC., FORMERLY BUFFALO CAPITAL I, LTD.
MDLT, formerly Buffalo, will hold an organizational meeting of the
Board of Directors at the offices of Wilmington Capital, LLC, in
Beverly Hills, California, at 2:30 p.m. on June 23, 1997, and conduct
the following business:
a. Issue 4,800,000 shares of the new MDLT (reporting
public company) in exchange for all of the issued and outstanding stock
of the original MDLT consisting of 12,315,000 shares, including all
shares in both Class A and Class B after the 4 for 1 stock reverse.
b. Ratify the terms and conditions of this Exchange
Agreement;
c. Elect Bill Swor and Dan Parker as directors following the
resignation of the current board of directors.
d. Authorize Bill Swor, as Chairman of the Board to elect
officers and organize the corporation, such as authorizing the opening of
bank accounts and day to day operations of the company.
e. Ratify the Investment Banking agreement executed
between the former Multiple Dimensional Laser Technologies, Inc. (Bill
Swor) and Wilmington Capital, LLC (Garrett Krause) dated on June 13,
1997. Have the agreed upon amount of consulting shares and
warrants/options issued to Wilmington Capital, LLC, as per the
Investment Banking Agreement.
f. Agree in principal to a letter of agreement on the
acquisition of Bill Swor Technologies and an exclusive development and
research agreement with Bill Swor for all future projects. This
agreement to be closed within 7 days of this agreement.
g. Agree to ratify the Regulation S financing agreement with
FutureVest Corporation, to issue 500,000 shares of Multiple
Dimensional Laser Technologies, Inc., for $500,000 in capital financing.
7. EXCHANGE OF SHARES OF STOCK.
The mode of carrying into effect the exchange provided for in this
Exchange Agreement shall be as follows:
a. Exchange with selected transfer agent to be completed
within 30 days from this agreement.
8. NOTICES.
Any notice under this Exchange Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
If to the Stockholders:
107 Hunter Street
Sulphur Springs, Texas 75482
If to Buffalo:
Wilmington Partners XI, LLC
9201 Olympic Blvd.
Beverly Hills, CA 90212
or to any other address or addresses which may hereafter be designated
by either party by notice given in such manner. All notices shall be
deemed to have been given as of the date of receipt.
9. FURTHER ASSURANCES
Each party hereto hereby agrees to take any further action necessary or
desirable to carry out the provisions of this Exchange Agreement.
10. COUNTERPARTS.
This Exchange Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be an
original, and all such counterparts shall constitute one and the same
instrument.
11. MERGER CLAUSE
This Exchange Agreement supersedes all prior agreements and
understandings between the Parties and may not be changed or
terminated orally, and no attempted change, termination or waiver of any
of the provisions hereof shall be binding unless in writing and signed by
the Parties.
12. GOVERNING LAW
This Exchange Agreement shall be governed by and construed according
to the laws of the State of Nevada.
IN WITNESS WHEREOF, the Parties have caused this Exchange
Agreement to be executed the day and year first above written.
MULTIPLE DIMENSIONAL LASER TECHNOLOGIES, INC.
("MDLT")
By: /s/ 06/25/97
Bill Swor, as per Consent of Directors and Shareholders
of Multiple Dimensional Laser Technologies, Inc.
(a Nevada corporation)
BUFFALO CAPITAL I, LTD. ("Buffalo")
By: /s/ 06/25/97
Grant W. Peck, as per Consent of Directors and Shareholders
of Buffalo Capital I, Ltd.<PAGE>
EXHIBIT 10.2 - ADDENDUM TO EXCHANGE AGREEMENT
AGREEMENT made this 27th day of June 1997, between Bill
Swor and Multiple Dimensional Laser Technologies, Inc. Stockholders
(hereinafter "Stockholders"), and Buffalo Capital I, Ltd., a Colorado
corporation ("Buffalo") (hereinafter collectively as "Parties").
WITNESSETH:
WHEREAS, on or about June 25, 1997, the Parties executed an
Exchange Agreement pursuant to which Buffalo agreed to acquire all of
the issued and outstanding stock of Multiple Dimensional Laser
Technologies, Inc. ("MDLT") from the Stockholders in exchange for the
issuance of 4,800,000 shares of the authorized but previously unissued
shares of common stock of Buffalo; and
WHEREAS, prior to the issuance of shares for the purpose of
acquiring all of the issued and outstanding stock of MDLT, Buffalo had
200,000 shares of its common stock issued and outstanding; and
WHEREAS, in consideration of its services related to negotiation
of the terms and conditions of the acquisition from the Stockholders of
all of the outstanding shares of MDLT by Buffalo, and its services
related to completion of the transaction between Buffalo and the
Stockholders, Buffalo agreed to issue to Wilmington Capital, LLC, or
its nominee, 215,000 shares of common stock of Buffalo.
NOW THEREFORE, in consideration of the foregoing, and in
consideration of the mutual covenants and promises hereinafter set forth,
it is agreed as follows:
1. As soon as reasonably possible following the acquisition
by Buffalo of all of the issued and outstanding capital stock of MDLT,
Buffalo shall take such steps as may be necessary or appropriate to issue
to Wilmington Capital, LLC, or its designees or nominees, a total of
215,000 shares of the authorized but previously unissued capital stock of
Buffalo.
2. The shares to be issued to Wilmington Capital, LLC,
pursuant to the terms of this Addendum to Exchange Agreement, shall
be issued pursuant to, and in accordance with, the terms of a registration
statement on Form S-8 to be completed and filed by Buffalo.
3. The parties acknowledge and agree that following the
issuance of the shares to Wilmington Capital, LLC, or its designees or
nominees, pursuant to the terms of this Addendum to Exchange
Agreement, Buffalo shall have a total of 5,215,000 shares of its common
stock issued and outstanding.
4. Except as amended by the terms of this Addendum to
Exchange Agreement, the Exchange Agreement between the parties is
hereby ratified and affirmed.
IN WITNESS WHEREOF, the Parties have caused this Addendum to
Exchange Agreement to be executed the day and year first above
written.
MULTIPLE DIMENSIONAL LASER TECHNOLOGIES, INC.
("MDLT")
By: /s/ 06/27/97
Bill Swor, as per Consent of Directors and Shareholders of Multiple
Dimensional Laser Technologies, Inc. (a Nevada corporation)
BUFFALO CAPITAL I, LTD. ("Buffalo")
By: /s/ 06/27/97
Grant W. Peck, as per Consent of Directors and Shareholders of Buffalo
Capital I, Ltd.
