BUFFALO CAPITAL VII, LTD.
7331 S. Meadow Court
Boulder, Colorado 80301
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
*******
INTRODUCTION
This Information Statement is being mailed on or before May
28, 1999, to holders of record on May 21, 1999, of shares of
Common Stock ("Common Stock") of Buffalo Capital VII, Ltd., a
Colorado corporation (the "Company") in connection with an
anticipated change in all members of the Company's Board of
Directors. The information contained in this Information Statement
regarding the persons designated to become directors of the Company
has been furnished to the Company by third parties and the Company
assumes no responsibility for its accuracy or completeness.
The Company was formed as a "blind pool" or "blank check"
company, whose business plan was to seek to acquire a business
opportunity through completion of a merger, exchange of stock, or
other similar type of transaction. The Company has now identified a
business opportunity it wishes to acquire and is prepared to proceed
with implementation of its business plan through completion of the
proposed acquisition.
This Information Statement is being delivered to provide
information regarding anticipated changes in the membership of the
Board of Directors of the Company as a result of completion of the
proposed business acquisition, and is provided for information
purposes only. You are urged to read this Information Statement
carefully. However, no action on your part is sought or required.
On May 21, 1999, the Company and certain of its
shareholders, including its principal shareholders, entered into a
Reorganization and Stock Purchase Agreement (the "Reorganization
Agreement") with Workfire.com, Inc., a Nevada corporation
("Workfire") and Robert G. Bryan ("RGB"). The Reorganization
Agreement contemplates a series of transactions which will result in a
change of control of the Company. The transactions include (i)
completion of a 5.804688 to 1 forward split; (ii) voluntary surrender
for cancellation of a total of 23,253,303 shares by current
shareholders of the Company; and (iii) issuance of a total of
12,722,756 new shares in exchange for all of the issued and
outstanding common stock of Workfire.
In conjunction with execution of the Reorganization Agreement
certain shareholders of the Company have entered into Stock Purchase
Agreements and the holders of all the issued and outstanding Class A
and Class B Warrants of the Company have entered into a Warrant
Purchase Agreement. Pursuant to these agreements, in conjunction
with closing under the Reorganization Agreement, certain non-
affiliated persons designated by Workfire have agreed to purchase all
of the issued and outstanding Class A and Class B Warrants of the
Company as well as a total of 2,952,871 shares of common stock, for
an aggregate purchase price of $150,000. Following their purchase
under the Warrant Purchase Agreement, all outstanding Class A and
Class B warrants will be cancelled.
Following completion of the transactions contemplated by the
Reorganization Agreement, the Warrant Purchase Agreement and the
Stock Purchase Agreements, Workfire will be a wholly-owned
subsidiary of the Company and will have a total of approximately
15,287,111 shares of common stock issued and outstanding. Current
shareholders of the Company will own approximately 611,484 shares,
or approximately 4% of the issued and outstanding common stock,
and there will be a change in control of the Company. As a result of
the share exchange, the current shareholders of Workfire will own
12,722,756 shares, or approximately 83.23% of the issued and
outstanding common stock of the Company, and accordingly will be
in a position of control.
In conjunction with completion of the transactions
contemplated by the Reorganization Agreement, the Company will
call a meeting of its shareholders for purposes of seeking their
approval to an amendment of its articles of incorporation changing its
name to Workfire.com, Inc. In addition, the current directors and
officers of the Company will resign, the out-going directors will
appoint successors designated by Workfire, and the new directors will
appoint new executive officers.
Following completion of the transaction contemplated by the
Reorganization Agreement, Workfire will continue to conduct its
existing business operations activities as a wholly-owned subsidiary of
the Company.
It is the intention of the parties to complete closing under the
Reorganization Agreement as soon as reasonably possible, but in any
event no later than June 10, 1999. However, the obligations of the
parties to consummate the transactions contemplated by the
Reorganization Agreement, the Warrant Purchase Agreement and the
Stock Purchase Agreement are subject to the satisfaction of certain
conditions. One such condition is compliance with all applicable
securities laws and with applicable rules of the Securities and
Exchange Commission including, but not limited to, Rule 14f-1 which
requires the Company to provide not less than 10 days prior written
notice to its shareholders of the anticipated change in identity of the
members of its Board of Directors. There is no assurance that the
transactions contemplated by the Reorganization Agreement will be
completed because there is no assurance that the parties will satisfy all
of the conditions for closing in a timely manner.
MANAGEMENT
The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Grant W. Peck 44 President and a Director
since September, 1997
Dean F. Sessions 48 Secretary, Treasurer, and a
Director since
September, 1997
</TABLE>
Biographical Information
Grant W. Peck.
Mr. Peck has served as President and a Director of the
Company since its inception. He is also currently the President and a
Director of two other blind pool or blank check companies (i.e.
Buffalo Capital V, Ltd. and Buffalo Capital VIII, Ltd), each of which
has a business plan which is the same as that of the Company. Mr.
Peck has also been an officer and director of several other blind pool
or blank check companies which he assisted in the completion of
business acquisition transactions prior to tendering his resignation.
Mr. Peck was the principal shareholder, the President and a
Director of J. S. Grant's, Inc., doing business as Just Squeezed
Juices, from its inception in 1985 until it was sold in January of 1995
to Odwalla, Inc. J.S. Grant's manufactured fresh juices in Denver,
Colorado, and then handled distribution from Denver into a five state
region. Between 1977 and 1984, Mr. Peck was an owner and
Director of Operations for the Harvest Restaurants and Bakeries, a
restaurant company that catered to the then emerging health-conscious
market. Mr. Peck was responsible for the growth and daily operation
of the restaurant company, employing over 385 employees with
annualized sales of $13,000,000.
Mr. Peck attended the University of Colorado and Macalester
College in St. Paul, Minnesota, but did not receive a degree from
either institution.
Dean F. Sessions.
Mr. Sessions has served as Secretary and Treasurer, and as a
Director of the Company since its inception. He is also currently the
Secretary, Treasurer and a Director of five other blind pool or blank
check companies (i.e. Buffalo Capital V, Ltd. and Buffalo Capital
VIII, Ltd), each of which has a business plan which is the same as
that of the Company. Mr. Sessions has also been an officer and
director of several other blind pool or blank check companies which
he assisted in the completion of business acquisition transactions prior
to tendering his resignation.
From 1973 through 1982 Mr. Sessions was employed as an
investment broker by E. F. Hutton & Co., in its Boulder, Colorado
office. From 1982 through 1986 Mr. Sessions was an officer,
director and principal shareholder of A. S. Food Company, Inc., a
Colorado corporation formed to acquire the franchise rights for Round
The Corner restaurants in Oregon, Washington and British Columbia.
A. S. Food Company, Inc., opened and operated two Round The
Corner restaurants in the Seattle, Washington area, but in 1986 it filed
bankruptcy and ceased operations. In October 1986, Mr. Sessions
renewed his securities license with the NASD and simultaneously
joined the Boulder, Colorado office of E. F. Hutton as an account
executive. From June of 1987 through March of 1988, Mr. Sessions
was a registered representative of L. T. Securities, the securities
division of Lincoln Trust Corporation of Denver, Colorado. From
March, 1988, to August, 1990, Mr. Sessions was a registered
representative with Cohig Securities, Inc. of Denver, Colorado, and
from January, 1991 to June, 1994, Mr. Sessions was a registered
representative with Walford and Company, of Boulder, Colorado. In
addition, from August, 1990, to the present, Mr. Sessions has been
actively engaged in attempting to acquire his Professional Golf
Association (PGA) tour card.
Mr. Sessions has a B.S. degree from the University of
Colorado.
There are no family relationships between any of the directors
or officers of the Company.
The Company has no standing audit, nominating or
compensation committees of the board of directors, or any committees
performing similar functions.
The Company's board of directors has not held any formal
meetings during the fiscal year ending December 31, 1998.
Compliance With Section 16(a) of the Exchange Act.
Grant Peck, Dean Sessions, and Gary Joiner were each
required to file an Initial Statement of Beneficial Ownership of
Securities on Form 3 at the time of the registration of the Company's
securities under Section 12(g) of the Exchange Act. To the best
knowledge and belief of the Company, each of such persons made the
necessary filing on Form 3. To the best knowledge and belief of the
Company, none of such persons has yet filed a report on Form 5 for
the fiscal year ended December 31, 1998. However, the Company
has been informed by such persons that on or before June 10, 1999,
each of them will file a report on Form 5 for the fiscal year ended
December 31, 1998. The reports on Form 5 were due on or before
February 15, 1999, and accordingly, will be filed late.
DESIGNEES OF MAC AS COMPANY DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of
each of the persons expected to be designated by MAC to be
appointed to the Company's Board of Directors and each of the
persons expected to be appointed as an executive officer of the
Company following completion of the transactions contemplated by
the Reorganization Agreement:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Tom Taylor 35 President,
Secretary &
Director
Philip Stern 39 Director
Nicholas Miller 45 Director
</TABLE>
Biographical Information
Tom Taylor
Mr. Taylor has been founding and leading companies that
develop and commercialize revolutionary technologies since 1981,
including MSound (now owned by Sierra Semiconductor), Timespan
(now owned by Tanisys Technology) and Chameleon Bridge
Technologies (now owned by PeakSoft). Tom hold worldwide patents
in communications and user interface technologies. More recently, he
was Chief Technology Officer of the first company ever to ship a full
commercial Java application. Mr. Taylor was the technology
architect behind several public companies that have successfully
created radically new products and approaches in the field of user
interface devices, communication and broadcasting technology, digital
signal processing software, and Internet speed optimization.
Philip Stern
Since 1996, Mr. Stern has operated as a consultant through his
company, Net Q & A, Inc., providing business plan development
services primarily to clients in the high-technology sector. From
19909 through 1996, Mr. Stern was CEO of Simon/Ross &
Associates, Inc., which was engaged in the business of providing
MacIntosh computer training. From 1986 to 1988, he directed the
customer marketing function for MDI Mobile Data International
which was engaged in the business of development and sale of mobile
data communications system. He holds a bachelor's degree from
McGill University and an MBA from Harvard Business School.
Nicholas Miller
Mr. Miller has over 25 years of experience in both small
entrepreneurial and large corporate structures, and over 18 years of
direct P & L responsibility. As the founder of several high-
technology oriented corporations, Mr. Miller has accumulated a
wealth of experience in high-technology start-ups, marketing,
management, and the financing of new ventures.
Most recently, Mr. Miller was Founder, President, CEO and
Chairman of the DataLink Systems Corporation. DataLink is a
leading provider of Personal Information Services delivered using
wireless technologies, including alphanumeric paging, digital
cellular/PCS short message service, cellular digital packet data and
other emerging personal communications technologies. Before
DataLink, he owned a consulting practice that provided advice to
emerging growth and middle-market companies in the US and
Canada, and founded a number of companies int he software
distribution and manufacturing sectors.
SECURITY OWNERSHIP OF CERTAIN CURRENT BENEFICIAL
OWNERS AND MANAGEMENT
As of May 21, 1999, the Company had a total of 4,620,000
shares of Common Stock issued and outstanding. After giving effect
to the 5.804688 to 1 forward split, the proposed voluntary surrender
of shares for cancellation, and the issuance of shares in the share
exchange transaction, all of which are contemplated by the
Reorganization Agreement, the Company will have a total of
approximately 15,287,111 shares issued and outstanding. The
following table sets forth, as of May 21, 1999, the number of shares
of Common Stock currently owned of record and beneficially by
current executive officers, directors, persons who hold 5% or more of
the outstanding Common Stock of the Company and by current
officers and directors as a group after giving effect to the forward
split. The table also reflects the number of shares which are expected
to owned by such persons following completion of the all the
transactions contemplated by the Reorganization Agreement. The
table does not include shares which could be issued upon exercise of
presently outstanding Class A or Class B Warrants, because it is
anticipated that such Warrants will be cancelled upon completion of
the transactions contemplated by the Reorganization Agreement.
<TABLE>
Number of Shares Percent of
Owned Beneficially Class Owned
Name and After After
Address Current Reorg. Current Reorg.
<S> <C> <C> <C> <C>
Grant W. Peck<F1>
7331 S. Meadow Court
Boulder, CO 80301 7,597,176 146,495 28.33% 0.96%
Dean F. Sessions<F1>
P. O. Box 17881
Boulder, CO 80308 7,601,819 146,495 28.35% 0.96%
Gary S. Joiner
4750 Table Mesa Drive
Boulder, CO 80303 7,601,819 146,495 28.35% 0.96%
Mark DiSalvo
192 Searidge Court
Shell Beach, CA
93449 2,507,625 70,000 9.35% 0.46%
All current directors
and executive officers
(2 persons) 15,198,995 292,990 56.68 1.92%
<FN>
<F1> The person listed is an officer, a director, or both, of the Company.
</FN>
</TABLE>
SECURITY OWNERSHIP OF CERTAIN FUTURE BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of the date of completion of
the transactions contemplated by the Reorganization Agreement, the
number of shares of Common Stock expected to be owned of record
and beneficially by persons who are expected to be appointed as
directors and executive officers of the Company, by persons who are
expected to then hold 5% or more of the outstanding Common Stock
of the Company and all expected future officers and directors as a group.
<TABLE>
<CAPTION>
Number of Shares Percent
Name and Address Owned Benefically of Class
<S> <C> <C>
Tom Taylor
3985 Gallaghers Circle
Kelowana, B.C. V1W 329 3,232,976 21.15%
Philip Stern
49 Alberta Avenue
Toronto, Ontario
M6W 2R5 35,880 0.23%
Nicholas Miller
4812 Marine Drive
West Vancouver, B.C. - -
V7W 2P2
All directors and
executive officers as
a group (3 in number) 3,268,856 21.38%
</TABLE>
EXECUTIVE COMPENSATION OF CURRENT MANAGEMENT
At inception (September, 1997), the current directors and
executive officers of the Company, Grant W. Peck and Dean F.
Sessions, each received the equivalent of a total of 1,320,000 shares
of Common Stock (before giving effect to the 5.804688 to 1 forward
split contemplated by the Reorganization Agreement) for
preincorporation services rendered to the Company in investigating
and developing the Company's business plan and for agreeing to be a
director and officer. The shares issued to each of the directors and
officers were valued on the books of the Company at the equivalent of
$0.0025 per share, resulting in the equivalent of $3,300 in total
compensation to each of such officers and directors. At inception,
one other person, Gary S. Joiner, also each received the equivalent of
$3,300 in compensation through issuance of a total of 1,320,000
shares of stock at a value of $0.0025 per share. No officer, director
or any other person has received any other remuneration or
compensation from the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Under the terms of the Reorganization Agreement and related
agreements, Grant W. Peck and Dean F. Sessions, who are directors,
officers and principal shareholders of the Company, and Gary S.
Joiner who is a principal shareholders of the Company, will each be
selling a substantial number of Class A and Class B Warrants. The
warrants being sold were part of the units issued by the Company at
inception in consideration of pre-incorporation services rendered. At
the time of issuance, the units were valued at a total of $17,400.
Pursuant to the Reorganization Agreement and related agreements, the
selling price for such Warrants will be a total of approximately
$147,000. Accordingly, each of the officers, directors and principal
shareholders of the Company will realize a substantial profit from the
sale of Warrants under the Warrant Purchase Agreement executed in
conjunction with the Reorganization Agreement.
The Company employed the law firm of Frascona, Joiner &
Goodman, P.C., in which one of its principal shareholders, Gary S.
Joiner, is a shareholder, to provide legal services in connection with
its organization, the registration of its shares, the filing of periodical
reports under the Securities Exchange Act of 1934, and in conjunction
with negotiation and closing under the Reorganization Agreement.
This firm has been paid fees for such services based upon the normal
hourly rates of the persons providing legal services.
Legal Proceedings
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated. No director,
officer or affiliate of the Company, and no owner of record or
beneficial owner of more than five percent (5%) of the securities of
the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material
interest adverse to the Company in reference to pending litigation.
*******
THIS INFORMATION STATEMENT IS PROVIDED TO
YOU FOR INFORMATION PURPOSES ONLY. NO ACTION ON
YOUR PART IS SOUGHT OR REQUIRED.
May 28, 1999
