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.
Date of Report (Date of earliest event reported):
JUNE 18, 1999
BUFFALO CAPITAL VII, LTD.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-23871
COLORADO 84-1434323
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
1708 Dolphin Avenue, Suite 400
Kelowna, British Columbia, Canada V1Y 9S4
__________________________________________
Address of principal executive offices
Registrant's telephone number: (250) 717-8966
7331 S. Meadow Court,
Boulder, CO 80301
________________________________________________________
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On June 18, 1999, a change in control of the Company
occurred, in conjunction with closing under a Reorganization and
Stock Purchase Agreement. Prior to closing under the Reorganization
and Stock Purchase Agreement, the Company had a total of
26,817,687 shares issued and outstanding. As the first step in the
closing process, certain shareholders of the Company agreed to
voluntarily surrender for cancellation a total of 23,253,332 shares,
leaving a total of 3,564,355 shares of common stock issued and
outstanding.
Following the cancellation of shares, the Company issued
10,375,662 shares of its common stock in exchange for 88.51% of the
issued and outstanding common stock of Workfire.com, Inc., a
Nevada corporation. As a result of that transaction, Workfire.com,
Inc., became an 88.51% owned subsidiary of the Company.
As the third step in the closing process, certain persons, who
are not affiliates of Workfire.com, Inc., purchased a total of
2,952,871 shares and all of the issued and outstanding Class A and
Class B Warrants from prior shareholders of the Company.
As a result of these transactions, the Company now has
13,940,017 issued and outstanding shares of common stock, of which
10,375,662 shares, or approximately 74.43%, are owned by persons
who were previously shareholders of Workfire.com, Inc. Certain
non-affiliated persons designated by Workfire.com, Inc., own
2,952,871 shares, or approximately 21.18% of the issued and
outstanding common stock, and persons who were previously
shareholders of the Company own a total of 611,484 shares or
approximately 4.39% of the issued and outstanding common stock.
Prior to closing, the Company adopted the assumed name of
Workfire.com, Inc, and following closing, it expects to conduct all of
its business operations under that assumed name. The Company is
expected to formally change its name to Workfire.com, Inc.,
following approval of the name change at a shareholders meeting
scheduled for July 12, 1999.
In conjunction with the change in ownership of a controlling
interest in the stock of the registrant, the previous officers and
directors of the registrant resigned and appointed new officers and
directors designated by the purchasers. The newly appointed officers
and directors are:
<TABLE>
<CAPTION>
<S> <C>
Name Position
Tom Taylor President/Secretary/Director
Philip Stern Director
Nicholas Miller Director
</TABLE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited Financial Statements from Workfire.com, Inc.,
are not available as of the date of this report on Form 8-K. Such
Financial Statements will be filed as soon as is reasonably possible,
but in no event later than 60 days from the date of this report on
Form 8-k.
(c) Exhibit (99.1) - Reorganization and Stock Purchase
Agreement.
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.
BUFFALO CAPITAL VII, LTD.
(Registrant)
June 17, 1999
(Date)
/s/(Signature)*
Grant W. Peck, President
*Print name and title of signing officer under signature.
Exhibit (99.1) -
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This REORGANIZATION AND STOCK PURCHASE
AGREEMENT dated as of MAY 21, 1999 (this "AGREEMENT") is
by and between BUFFALO CAPITAL VII, INC., a COLORADO
Corporation ("BC7"), shareholders of BC7 who are or will be the
owners of or otherwise represent at least SEVENTY FIVE PER
CENT (75%) of all the issued and outstanding common stock (the
"SHAREHOLDERS"), WORKFIRE.COM, a NEVADA Corporation
("WFC") and ROBERT BRYAN ("RGB"). BC7 acknowledges and
agrees that the terms and provisions of this AGREEMENT, including
without limitation the shares of stock transferable hereunder, may be
assigned .
BC7 was incorporated in the state of COLORADO on
September 19, 1997. Its authorized capital consist of 100,000,000
shares of common stock, no par value and 10,000,000 shares of
Preferred stock, no par value. As of the effective date of this
AGREEMENT, BC7 has issued and outstanding 4,620,000 common
shares (the "OUTSTANDING SHARES") (BC7 agrees to a 5.804688
to 1 forward stock split required per this agreement which will result
in 26,817,658 issued and outstanding shares which will be followed
by the voluntary retirement of 23,253,303 existing shares and the
issuance of 12,722,756 NEW SHARES per clause (1) below which
will result in a total of 16,287,111 shares issued and outstanding
which shall be followed by the retirement of 1,000,000 NEW
SHARES which will result in a final total of 15,287,111 shares issued
and outstanding). BC7 has no shares of preferred stock outstanding
and will have no outstanding options, warrants, rights or other
contractual arrangements relating to the ability or requirement to issue
any additional shares of common or preferred stock (giving effect to
cancellation of 1,020,000 Class A warrants and 510,000 Class B
warrants entitling the holder to purchase one share of stock for $ 2.00
and $4.00 respectively, as required by this agreement).
The respective boards of Directors of BC7, WFC, RGB, and
the SHAREHOLDERS deem it advisable and in the best interests of
their corporations and shareholders of their corporations that the
shareholders of WFC acquire securities of BC7 in accordance with the
terms and conditions of this AGREEMENT.
1. PLAN OF REORGANIZATION. The SHAREHOLDERS
signing this agreement are the owners of or otherwise represent not
less than 75% of the OUTSTANDING SHARES of BC7 which the
SHAREHOLDERS represent is a sufficient majority to carry any vote
for approval of this AGREEMENT under the corporate law of the
state of COLORADO, the Articles of Incorporation of BC7, and the
By-laws of BC7. At the closing the shareholders of WFC and or
assigns shall acquire 12,722,756 common shares (the "NEW
SHARES") from treasury. NEW SHARES are to be issued in
reliance upon Regulation D rule 505, exemption from federal
registration and Colorado Securities Act Section 11-51-308(1)(o)
exemption from registration in the state of Colorado, and Nevada
Revised Statutes Section 90.540(2) exemption from registration in the
state of Nevada.
2. CONSIDERATION. Consideration for the events outlined
in paragraph (1) above shall be
(a) The exchange of all the issued and outstanding stock of
WFC for the 12,722,756 NEW SHARES of BC7 thereby making WFC a
wholly owned subsidiary of BC7.
(b) Items on the due diligence list (attached) shall be provided to
WFC by BC7 within 48 hours of signing this agreement.
(c) On the Closing Date (as hereinafter defined) the Board of
Directors of BC7 will deliver:
(i) authorized minutes of the board authorizing this
transaction; (ii) attorney opinion letter with respect to the tradability
as free trade shares of the FREE TRADE SHARES; (iii) all documentation
necessary to reflect approval of a 5.804688 to 1 forward split; (iv) all
documents to reflect the voluntary retirement of 23,253,303 common shares to
treasury; (v) the corporate records of BC7; (vi) signed LOCK UP agreements
per (3) below; (vii) all documentation to reflect a request for a symbol and
cusip number change; (viii) all documentation necessary to reflect cancellation
of the Class A and Class B warrants; (ix) attorney opinion letters
regarding the tradability of shares held by remaining Buffalo Capital
VII Shareholders as reflected in exhibit A; and, (x) all documentation
to reflect Shareholder approval of NEW SHARE issuance, and name
change.
(d) The BC7 SHARES shall be issued in certificates in form and
substance satisfactory to WFC.
3. LOCK UP AGREEMENT:
(a) SHAREHOLDERS and RGB hereby agree to a lock up 147,129
and 52,871 of their FREE TRADE SHARES respectively according to the
attached SCHEDULE A which all parties to this agreement shall approve and
sign.
(b) SHAREHOLDERS and RGB hereby agree to a lock up 464,355
and 100,000 of their 144 shares scheduled to be released under rule 144(k)
approximately in September 1999, respectively according to the attached
SCHEDULE B which all parties to this agreement shall approve and sign.
4. CLOSING DATE; PLACE OF CLOSING;. The CLOSING DATE
shall be 6/10/1999.
The CLOSING DATE can be changed by mutual agreement but in no
event shall the CLOSING DATE extend beyond 20 days from the date of
signing this agreement. PLACE OF CLOSING shall be the offices of
ARTFIELD INVESTMENTS 15301 Ventura Blvd #300, Sherman Oaks, CA
91403.
5. DELIVERY OF BC7 SHARES. On or before the CLOSING DATE,
BC7 and SHAREHOLDERS will have ready for delivery certificates
representing the BC7 SHARES duly endorsed, together with appropriate
stock powers, so as to make WFC and/or assigns and RGB and or assigns
the sole owners thereof, free and clear of all liens, claims, and
encumbrances. Delivery to be made at such place as to be determined by
parties.
6. REPRESENTATIONS OF BC7:
(a) As of the CLOSING DATE, the 12,722,756 shares of BC7
common stock to be delivered to WFC shareholders will constitute duly and
validly issued shares of BC7, and are fully paid and nonassessable, and will
be legally equivalent in all respects to the common stock issued and
outstanding as of the date thereof;
(b) The officers of BC7 have the power and the authority to execute
this Agreement and to perform the obligations contemplated hereby;
(c) On the CLOSING DATE or such other date as agreed,
management of BC7 will deliver to WFC Audited Financial Statements as of
12/31/98 and the balance sheet of BC7 as of 12/31/98 (the "Year End
Financial Statements") and as of 3/31/99 (unaudited) (the "Interim Financial
Statements" and, together with the Year End Financial Statements, the
"Financial Statements") and the statement of income (loss), stockholders'
equity and changes in financial condition for the periods then ended. All
statements shall be done to GAAP standards;
(d) From and after the date hereof there will not have been and prior
to the CLOSING DATE there will not be any material adverse changes in the
financial position of BC7 as set forth in the Financial Statements except
changes arising in the ordinary course of business;
(e) BC7 is not and as of the CLOSING DATE will not be involved in
any pending litigation not in the ordinary course of business or governmental
investigation or proceeding not reflected in the Financial Statements or
otherwise disclosed in writing to WFC and to the knowledge of the
Shareholders no litigation or governmental investigation or proceeding
beyond the ordinary course of business is threatened against BC7;
(f) As of the CLOSING DATE, BC7 will be in good standing as a
COLORADO corporation;
(g) The authorized capital stock of BC7 consist of 100,000,000 shares
of common stock, no par value and 10,000,000 shares of preferred stock, no
par value. As of the CLOSING BC7 will have issued and outstanding
15,287,111 common shares. BC7 has no shares of preferred stock
outstanding. No shares have otherwise been registered under state or
federal securities laws. As of the CLOSING DATE, all of the issued and
outstanding shares of common stock of BC7 are validly issued, fully paid and
non-assessable and they are not and as of the CLOSING DATE there will not
be outstanding any other warrants, options or other agreements on the part
of BC7 obligating BC7 to issue any additional shares of common or preferred
stock or any of its securities of any kind;
(h) Opinion from legal Counsel of BC7 that BC7 Counsel has acted as
counsel for BC7 and has examined all appropriate documentation for the
purposes of rendering an opinion that:
(i) All requisite corporate and other authorizations for the
execution of the agreement and performance thereof have been obtained; (ii)
Except as otherwise disclosed there is no pending threatened litigation or
other legal actions, proceedings or investigations; (iii) The authorized capital
of the stock is as set forth in this Agreement, and all outstanding shares are
duly authorized, validly issued and fully paid; (iv) The Company has complied
with all filing requirements for the Securities and Exchange Commission and
all NASD filings and that said filings conform to the requirements of the
respective agencies; (v) That all prior actions of the corporation in connection
with filings, have conformed to applicable state and federal law; (i) Neither
the execution and delivery of the AGREEMENT nor the consummation of the
transactions contemplated hereby will violate any provision of the Articles of
Incorporation or Bylaws of BC7; will violate, conflict with or result in the
breach or termination of or otherwise give any contracting party the right to
terminate or constitute a default under the terms of any agreement or
instrument to which BC7 is a party or by which any of its property or assets
may be bound; will result in the creation of any lien, charge or encumbrance
upon the properties or assets of BC7, will violate any judgment, order,
injunction, decree or award against or binding upon BC7 or upon its
securities, property or business; and, (j) BC7 is registered under Section
12(g) of the 1934 Act and is currently trading on the OTC Bulletin Board
under the symbol of BUFK.
7 . REPRESENTATIONS OF WFC. WFC represents and warrants as
follows:
(a) WFC has taken all necessary corporate action to authorize the
execution of this AGREEMENT and the transactions contemplated hereunder.
(b) Neither the execution and delivery of this AGREEMENT nor the
consummation of the transactions contemplated hereby will violate any
provision of the Articles of Incorporation or Bylaws of WFC; will violate,
conflict with or result in breach or termination of or otherwise give any
contracting party the right to terminate or constitute a default under the terms
of any agreement or instrument to which WFC is a party or by which any of
its property or assets may be bound; will result in the creation of any lien,
charge or encumbrance upon the properties or assets of WFC, or will violate
any judgment, order, injunction, decree or award against or binding upon
WFC, or upon its securities, property or business.
(c) All information supplied to BC7 in the Corporate Profile, Business
Plan, financial statements, and Proforma of WFC is accurate and reliable
information. None of the information supplied contains any untrue statement
of a material fact or omits to make any statement of material fact necessary
to make the statements therein not misleading.
(d) On the CLOSING DATE or such other date as agreed,
management of WFC will deliver to BC7 the balance sheet and financial
statements of WFC as of 12/31/98, and balance sheet as of 4/30/99. All
financials to be prepared according to GAAP standards.
(e) From and after the date hereof there will not have been and prior
to the CLOSING DATE there will not be any material adverse changes in the
financial position of WFC assets as set forth in the Balance sheet except
changes arising in the ordinary course of business;
(f) WFC is not and as of the CLOSING DATE will not be involved in
any pending litigation not in the ordinary course of business or governmental
investigation or proceeding not disclosed in writing to BC7, and to the
knowledge of the Shareholders no litigation or governmental investigation or
proceeding beyond the ordinary course of business is threatened against
WFC;
(g) As of the CLOSING DATE, WFC will be in good standing as a
NEVADA corporation;
(h) Neither the execution and delivery of the AGREEMENT nor the
consummation of the transactions contemplated hereby will violate any
provision of the Articles of Incorporation or Bylaws of WFC; will violate,
conflict with or result in the breach or termination of or otherwise give any
contracting party the right to terminate or constitute a default under the terms
of any agreement or instrument to which WFC is a party or by which any of
its property or assets may be bound; will result in the creation of any lien,
charge or encumbrance upon the properties or assets of WFC, will violate
any judgment, order, injunction, decree or award against or binding upon
WFC or upon its securities, property or business;
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BC7: All
obligations of BC7 and BC7 SHAREHOLDERS under this agreement are
subject to the fulfillment prior to or as of the closing date, of each of the
following conditions:
(a) The representations and warranties by WFC contained in this
agreement or in any certificate or document delivered to BC7 pursuant to the
provisions hereof shall be true at and as of the time of closing as though
such representations and warranties were made at and as of such time.
(b) WFC shall have performed and complied with all covenants,
agreements, and conditions required by this agreement to be performed or
complied with by it prior to or at closing;
(c) WFC shall have delivered to BC7 evidence to the effect that:
(i) WFC is a corporation duly organized, validly existing and
in good standing under the laws of the State of NEVADA; (ii) WFC has the
corporate power to carry on its business as now being conducted; (iii) This
Agreement has been duly authorized, executed and delivered by WFC and is
a valid and binding obligation of WFC and enforceable in accordance with its
terms; (iv) WFC through its Board of Directors has taken all corporate action
necessary to authorize the execution, delivery and performance of this
agreement;and all corporate action necessary to be in compliance with the
statutory requirements of the state of Nevada; (v) Except as referred to
herein, WFC knows of (a) no actions suit or other legal proceedings or
investigations pending or threatened against or relating to or materially
adversely affecting WFC; and (b) no unsatisfied judgments against WFC;
(d) WFC shall have received approval of and consent to the transaction
contemplated herein by WFC shareholders owning at least 51% of the
outstanding stock of WFC.
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WFC: All
obligations of WFC under this agreement are subject to the fulfillment prior to
or as of the closing date, of each of the following conditions:
(a) The representations and warranties by BC7 contained in this
agreement or in any certificate or document delivered to WFC pursuant to the
provisions hereof shall be true at and as of the time of closing as though
such representations and warranties were made at and as of such time.
(b) BC7 and BC7 SHAREHOLDERS shall have performed and
complied with all covenants, agreements, and conditions required by this
agreement to be performed or complied with by it prior to or at closing.
(c) BC7 shall have delivered to WFC an attorney opinion letter and
evidence to the effect that:
(i) BC7 is a corporation duly organized, validly existing and
in good standing under the laws of the State of COLORADO; (ii) BC7 has the
corporate power to carry on its business as now being conducted; (iii) This
Agreement has been duly authorized, executed and delivered by BC7 and is
a valid and binding obligation of BC7 and enforceable in accordance with its
terms; (iv) BC7 through its Board of Directors has taken all corporate action
necessary to authorize the execution, delivery and performance of this
agreement; and all corporate action necessary to be in compliance with the
statutory requirements of the state of Colorado; (v) The documents executed
and delivered to WFC hereunder are valid and binding in accordance with the
terms and vest in WFC all right title and interest in and to the stock of BC7
and said stock when issued shall be validly issued, fully paid, and non-
assessable; (vi) Except as referred to herein, BC7 knows of (a) no actions
suit or other legal proceedings or investigations pending or threatened
against or relating to or materially adversely affecting BC7; and (b) no
unsatisfied judgments against BC7.
(d) BC7 shall have cancelled all outstanding warrants.
10. PROHIBITED ACTS. BC7 agrees not to do any of the following
acts prior to the CLOSING DATE, and the BC7 SHAREHOLDERS agree that
prior to the CLOSING DATE they will not request or permit BC7 to do any of
the following acts:
(a) Declare or pay any dividends or other distributions on its stock
or purchase or redeem any of its stock; or
(b) Issue any stock or other securities, including any rights or
options to purchase or otherwise acquire any of its stock, and shall not issue
any notes or other evidences of indebtedness.
11 . INDEMNIFICATION: Within the period in paragraph 13 herein
and in accordance with the terms of that paragraph, each party to this
agreement, shall indemnify and hold harmless each other party all times after
the date of this agreement against and in respect of any liability, damage or
deficiency, all actions, suits, proceedings, demands, assessments,
judgments, costs and expenses including attorney's fees incident to any of
the foregoing, resulting from misrepresentations, breach of covenant of
warranty or nonfulfillment of any agreement on the part of such party under
this agreement or from any misrepresentations in or omission from any
certificate furnished or to be furnished to a party hereunder. Subject to the
terms of this agreement, the defaulting party shall reimburse the other party
or parties on demand, for any payment made by said parties at any time after
the closing, in respect of any liabilities or claim to which the foregoing
indemnity relates.
12. NATURE AND SURVIVAL OF REPRESENTATIONS: All
representations, warranties and covenants made by any party in this
agreement shall survive the closing hereunder for so long as the applicable
statute of limitations shall remain open. Each of the parties hereto is
executing and carrying out the provisions of this agreement in reliance solely
on the representations, warranties and covenants and agreements contained
in this agreement or at the closing of the transactions herein provided for and
not upon any investigation which it might have made or any representations,
warranty, agreement, promise or information, written or oral, made by the
other party or any other person other than as specifically set forth herein.
13. RESIGNATIONS AND APPOINTMENT OF OFFICERS AND
DIRECTORS.
(a) Upon the closing date the officers and directors of BC7 shall
become:
<TABLE>
<CAPTION>
DIRECTORS OFFICERS
<S> <C>
TOM TAYLOR President
PHILIP STEARN Vice-President
NICHOLAS MILLER Secretary
</TABLE>
14. NOTICES. Any notices which any of the parties hereto may
desire to serve upon any of the parties hereto shall be in writing and shall be
conclusively deemed to have been received by the parties at its address, if
mailed, postage prepaid, United States mail, registered, return receipt
requested, to the following addresses:
If to current BC7 management or the BC7 SHAREHOLDERS:
GARY JOINER
4750 TABLE MESA DRIVE
BOULDER CO 80302
If to WFC management or WFC:
TOM TAYLOR
1708 DOLPHIN AVE. # 400
KELOWNA, BC, V1Y 9S4, CANADA
If to RGB:
ROBERT BRYAN
3200 WHITE ALDER
SONOMA CA 95476
15. SUCCESSORS. This agreement shall be binding upon and inure
to the benefit of the heirs, personal representatives and successors and
assigns of parties.
16. CHOICE OF LAW. This AGREEMENT shall be construed and
enforced in accordance with the laws of the State of NEVADA.
17. COUNTERPARTS. This AGREEMENT may be signed in one or
more counterparts all of which taken together shall constitute an entire
agreement.
18. MISCELLANEOUS:
(a) Further Assurance: At any time, and from time to time, after the
effective date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this agreement.
(b) Waiver: Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
(c) Time: Time is of the essence.
(d) Severability: If any part of this agreement is deemed to be
unenforceable, the balance of the agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS
agreement as of the date first above written.
BUFFALO CAPITAL VII, INC.
a COLORADO Corporation
By:/s/__________________________
Grant Peck, President
WORKFIRE.COM, Inc.
a NEVADA Corporation
By:/s/__________________________
Tom Taylor, President
RGB
By:/s/________________________
Robert Bryan
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE
SHARES OF BC7)
/s/_____________________________ ( 1,308,800 SHARES 28.33 %)
GRANT PECK
/s/_____________________________ ( 1,309,600 SHARES 28.35 %)
GARY JOINER
/s/_____________________________ ( 1,309,600 SHARES 28.35 %)
DEAN SESSIONS
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE
SHARES OF WFC)
/s/_____________________________ (__________SHARES _____%)
/s/_____________________________ ( __________SHARES _____%)
/s/_____________________________ (__________SHARES _____%)
SCHEDULE A
SHAREHOLDERS and RGB shall agree to a "lock up" of their respective
FREE TRADE SHARES as follows:
SHAREHOLDERS: 147,129 SHARES
<TABLE>
<CAPTION>
Date Free Trade Shares Released Cumulative
<S> <C> <C>
Upon Closing 28,000 28,000
30 DAYS AFTER CLOSING 20,000 48,000
60 DAYS AFTER CLOSING 20,000 68,000
90 DAYS AFTER CLOSING 20,000 88,000
120 DAYS AFTER CLOSING 20,000 108,000
150 DAYS AFTER CLOSING 20,000 128,000
180 DAYS AFTER CLOSING 19,129 147,129
</TABLE>
RGB: 52,871 SHARES
<TABLE>
<CAPTION>
Date Free Trade Shares Released Cumulative
<S> <C> <C>
Upon Closing 5,000 5,000
30 DAYS AFTER CLOSING 8,000 13,000
60 DAYS AFTER CLOSING 8,000 21,000
90 DAYS AFTER CLOSING 8,000 29,000
120 DAYS AFTER CLOSING 8,000 37,000
150 DAYS AFTER CLOSING 8,000 45,000
180 DAYS AFTER CLOSING 7,871 52,871
</TABLE>
BUFFALO CAPITAL VII, INC.
a COLORADO Corporation
By:/s/__________________________
GRANT PECK, PRESIDENT
Workfire.com, Inc.
a NEVADA Corporation
By:/s/_________________________
Tom Taylor, President
RGB
By:/s/________________________
ROBERT BRYAN
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES
OF BC7):
/s/_____________________________ ( 1,308,800 SHARES 28.33 %)
GRANT PECK
/s/_____________________________ ( 1,309,600 SHARES 28.35 %)
GARY JOINER
/s/_____________________________ ( 1,309,600 SHARES 28.35 %)
DEAN SESSIONS
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES
OF WFC)
/s/_____________________________ (__________SHARES _____%)
/s/_____________________________ ( __________SHARES _____%)
/s/_____________________________ ( __________SHARES _____%)
SCHEDULE B
SHAREHOLDERS and RGB shall agree to a "lock up" of their respective
144(K) ELIGIBLE SHARES as follows:
SHAREHOLDERS: 464,355 SHARES
<TABLE>
<CAPTION>
Date Shares Released Cumulative
<S> <C> <C>
UPON CLOSING 66,000 66,000
30 DAYS AFTER CLOSING 66,000 132,000
60 DAYS AFTER CLOSING 66,000 198,000
90 DAYS AFTER CLOSING 66,000 264,000
120 DAYS AFTER CLOSING 66,000 330,000
150 DAYS AFTER CLOSING 66,000 396,000
180 DAYS AFTER CLOSING 68,355 464,355
</TABLE>
RGB: 100,000 SHARES
<TABLE>
<CAPTION>
Date Shares Released Cumulative
<S> <C> <C>
UPON CLOSING 15,000 15,000
30 DAYS AFTER CLOSING 15,000 30,000
60 DAYS AFTER CLOSING 15,000 45,000
90 DAYS AFTER CLOSING 15,000 60,000
120 DAYS AFTER CLOSING 15,000 75,000
150 DAYS AFTER CLOSING 15,000 90,000
180 DAYS AFTER CLOSING 10,000 100,000
</TABLE>
BUFFALO CAPITAL VII, INC.
a COLORADO Corporation
By:/s/__________________________
GRANT PECK, PRESIDENT
Workfire.com., Inc.
a NEVADA Corporation
By:/s/__________________________
TOM TAYLOR, PRESIDENT
RGB
By:/s/__________________________
ROBERT BRYAN
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES
OF BC7)
/s/_____________________________ ( 1,308,800 SHARES 28.33 %)
GRANT PECK
/s/_____________________________ ( 1,309,600 SHARES 28.35 %)
GARY JOINER
/s/_____________________________ ( 1,309,600 SHARES 28.35 %)
DEAN SESSIONS
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE SHARES
OF WFC)
/s/_____________________________ (__________SHARES _____%)
/s/_____________________________ ( __________SHARES _____%)
/s/_____________________________ ( __________SHARES _____%)
CONSULTING AGREEMENT
This CONSULTING AGREEMENT dated as of MAY 20, 1999 (this
"AGREEMENT") is by and between ZACCO EQUITIES, LTD. ("ZEL") and
ROBERT BRYAN ("RGB") and STAN MEDLEY ("SM").
In consideration of RGB and SM having provided consulting services in respect
to the REORGANIZATION AND STOCK PURCHASE AGREEMENT ("REORG)
dated _______, 1999 by and between BUFFALO CAPITAL VII, INC., a
COLORADO Corporation ("BC7"), shareholders of BC7 (the
"SHAREHOLDERS"), WORKFIRE.COM a NEVADA Corporation ("WFC") and
ROBERT BRYAN ("RGB"), as a further and preliminary condition to CLOSING
as defined in REORG, the parties to this agreement agree as follow.
1. CONSULTATION FEES.
(a) Upon close of the TRANSFERRED BC7 SHARES, ZEL shall pay a
consultation fee of SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($
75,000) payable as follows:
(i) $ 25,000 to VBC INVESTMENTS ("VBC");
(ii) $ 25,000 TO ARTFIELD INVESTMENTS RD, INC.("ART");
and
(iii) $ 25,000 to ROBERT BRYAN ("RGB").
(b) Upon execution of this document ZEL shall pay the sum of
SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($ 75,000) either by Bank
Wire or Cashier's Check to F. THOMAS ECK III a member of the Bar of the
state of California to hold in escrow pending CLOSING. If at the place and time
of CLOSING, SHAREHOLDERS and BC7 shall appear with stock certificates
for the requisite number of shares properly issued to shareholders of WFC
and/or assigns along with all other closing conditions outlined in (1)(c) of
REORG, said escrow shall pay the balance of funds to VBC ($25,000), ART
($25,000), and RGB ($ 25,000).
RGB
By:/s/______________________
ROBERT BRYAN
ZACCO EQUITIES, LTD.
By:/s/______________________
ZARA GILAK, Director
STAN MEDLEY
By:/s/______________________
STAN MEDLEY
BUFFALO CAPITAL VII, LTD. FORMED 9/17/97
Colorado CORP
AUTHORIZED 100,000,000 COMMON
10,000,000 PREFERRED
OUTSTANDING 4,620,000 NO PAR VALUE
(approximately 540,00 free trading)
1,020,000 CLASS A WARRANTS EXERCISABLE AT $2.00 PER SHARE
510,000 CLASS B WARRANTS EXERCISABLE AT $4.00 PER SHARE
(The outstanding warrants may be canceled only as a condition
of merger or acquisition. They may be called only when
exercisable, i.e., when s shelf registration is in place for
the underlying shares)
57 SHAREHOLDERS
NO ASSETS / NO LIABILITIES
LISTED ON NASD BULLETIN BOARD
REPORTING COMPANY
AUDITED FINANCIALS AS OF 9/30/98
SYMBOL: BUFK
