SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: January 28, 2000
BLACK STALLION MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26755 88-0409147
(State of Incorporation) (Commission (IRS Employer
File Number) Identification #)
7432 South Carling Circle, Salt Lake City, Utah 84121
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(Address of Principal Executive Offices)
(801) 944-0701
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(Registrant's telephone number, including area code)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 28, 2000, a change in control of the Company occurred in
conjunction with closing under a Reorganization and Stock Purchase
Agreement (the "Reorganization Agreement") between the Company,
Digital Bridge, Inc., a Nevada corporation ("DBI") and the individual
shareholders of Digital Bridge, Inc.
The closing under the Reorganization Agreement consisted of a stock
for stock exchange in which the Company acquired all of the issued
and outstanding common stock of DBI solely in exchange for the
issuance of 20,000,000 shares of its common stock. As a result of
this transaction, DBI became a wholly-owned subsidiary of the
Company.
Prior to closing under the Reorganization Agreement, the Company
had a total of only 2,200,000 shares of common stock issued and
outstanding. Upon closing, the number of issued and outstanding
shares of common stock of the Company increased to 22,200,000.
Since former shareholders of the Company owned only 2,200,000
shares, or approximately 10% of the total outstanding shares of the
Company following the closing, while former shareholders of DBI
owned 20,000,000 shares, or approximately 90% of the total
outstanding shares, the transaction resulted in a change in control of
the Company.
In connection with closing under the Reorganization Agreement, the
Company's Board of Directors authorized a post-closing forward split
of the Company's issued and outstanding common stock on a 1.25-
for-one basis. As a result of the forward split, every holder of the
Company's common stock became entitled to receive .25 additional
shares for every share of common stock then held. After closing
under the Reorganization Agreement and giving effect to the forward
split, the Company has a total of approximately 27,750,000 shares
issued and outstanding of which approximately 25,000,000 are owned
by the former shareholders of DBI, and approximately 2,750,000 are
owned by the former shareholders of the Company.
In conjunction with the forward split, the Company's board of
directors also approved a corresponding increase in the number of
authorized shares of common stock. As a result, the total number of
authorized shares of common stock was increased from 25,000,000 to
31,250,000.
In conjunction with the change in control of the Company described
above, the previous sole officer and director of the Company, Kari
Cunningham, appointed three new directors and then resigned as both
an officer and director of the Company. The newly appointed
members of the Board of Directors then appointed new officers for
the Company. The newly appointed officers and directors of the
Company are as follows:
Name Age Position
[S] [C] [C]
Charles Bronitsky 42 President/CEO/Director
Aaron Lang 25 Vice-President/
Secretary/Treasurer/
COO/Director
Scott L. Kelly 35 Director
BIOGRAPHIES
Charles Bronitsky, President and Chief Executive Officer. Mr.
Bronitsky, who possesses over twenty years of experience in the
management and operation of various small business enterprises, has
also been deeply involved in computer and technology related
activities since the early 1980's. Mr. Bronitsky is a graduate of the
University of California at Berkeley and holds a J.D. from
Boalt Hall School of Law. He has significant experience in the
analysis of structuring and restructuring of a variety of business
organizations. He also has hands-on experience in software
development, database development, web site development, computer
networking, and technology licensing.
Aaron Lang, Executive Vice President and Chief Operating Officer.
Mr. Lang's primary role is to oversee product assessment and project
management as well as acting as the primary liaison between clients
and operations. Mr. Lang, who started his career in financial public
relations, has a very strong understanding of Digital Bridge's target
market, that being small and microcapitalization companies. In 1998,
he was one of the founders of Internet Marketing Associates, which
provided Internet market exposure to small public and private
companies. In addition to building and managing a staff of
independent web designers across the country, he developed dozens of
corporate Internet campaigns for start-up businesses.
Scott L. Kelly, Director. Mr. Kelly has served as CEO and a Director
of M & A West, Incorporated, from 1996 to the present. He received
a Bachelor's Degree in Business Administration from Adelphi
University, Garden City, New York, in 1986, a Master's Degree in
Business Administration from San Francisco State University in 1992,
and a Certified Financial Planner Degree from the College of
Financial Planning, Denver, Colorado in 1990. He is the Director of
the Boys and Girls Club Foundation and appears in "Who's Who" in
the California Directory. Mr. Kelly has served as a manager of
several brokerage firms and has trained over 50 stock brokers and
conducted more than 300 seminars on various financial subjects in the
United States, Russia, India, South America and Europe. From 1988
to 1989, he was a financial planner with American Express Financial
Services, from 1989 to 1996 he was Senior Vice-President of
Interfirst Capital, and in 1996 he was Senior Vice-President of
Waldron & Company.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits
a. Required financial statements of Digital Bridge, Inc., are
not available as of the date of this report on Form 8-K. Such
financial statements shall be filed by amendment to this report as soon
as reasonably possible, but in any event not later than April 12, 2000,
which is 60 days after the due date of this initial report on Form 8-K.
b. Exhibit (2) Reorganization and Stock Purchase Agreement
dated January 21, 2000 between the Company, Ken Kurtz, Digital
Bridge, Inc. ("DBI") and DBI shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BLACK STALLION MANAGEMENT, INC.
(Registrant)
By: /s/----------------------------------
Charles Bronitsky, President
Dated: February 9, 2000
<PAGE>
Exhibit (2) - REORGANIZATION AND STOCK PURCHASE
AGREEMENT
This REORGANIZATION AND STOCK PURCHASE
AGREEMENT dated as of January 21, 2000 (this "AGREEMENT")
is by and between BLACK STALLION MANAGEMENT, INC., a
NEVADA Corporation ("BSM"), shareholders of BSM 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 of
BSM (the "BSM SHAREHOLDERS"), DIGITAL BRIDGE, INC., a
NEVADA Corporation ("DBI") and the shareholders of DBI ("DBI
SHAREHOLDERS"). (BSM, BSM SHAREHOLDERS, DBI and DBI
SHAREHOLDERS may hereafter individually be referred to as a
"Party" or collectively as the "Parties").
BSM was incorporated in the state of NEVADA on July 10, 1996. Its
authorized capital consists of 25,000,000 shares of common stock, par
value $.001 and 5,000,000 shares of Preferred stock. As of the date
of this AGREEMENT, BSM has issued and outstanding 2,200,000
common shares (the "OUTSTANDING SHARES"). At closing DBI
SHAREHOLDERS shall exchange 100% of DBI common stock
owned by the DBI SHAREHOLDERS for 20,000,00 of BSM $.001
par value common stock thereby resulting in 22,200,000 shares of
BSM issued and outstanding upon closing. DBI shall, as a result of
such share exchange, become a wholly owned subsidiary of
BSM. BSM further agrees to a post-closing 1.25 to 1 forward stock
split on its authorized, issued and outstanding common stock, thereby
resulting in 27,750,000 post-closing shares issued and outstanding and
31,250,000 shares of common stock authorized. BSM 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.
Agreement
NOW, THEREFORE, based on the foregoing premises, which are
incorporated herein by this reference, and for and in consideration of
the mutual covenants and agreements contained herein, and in reliance
on the representations and warranties set forth in this Agreement, the
benefits to be derived herein and for other valuable consideration, the
sufficiency of which is hereby expressly acknowledged, the Parties
agree as follows:
The SHAREHOLDERS and the respective boards of Directors of
BSM and DBI deem it advisable and in the best interests of their
corporations and shareholders of their corporations that the
shareholders of DBI acquire securities of BSM in accordance with the
terms and conditions of this AGREEMENT.
1. PLAN OF REORGANIZATION. At the closing, DBI
SHAREHOLDERS shall exchange 100% of DBI common stock
owned by the DBI shareholders for 20,000,000 shares of BSM $.001
par value common stock (the "NEW SHARES") issued from BSM's
authorized but unissued shares. NEW SHARES are to be issued
pursuant to section 4(2) of the Securities Act of 1933 or any available
exemption from federal registration and NEVADA Securities Act.
Additionally, the parties hereto intend to effect this transaction as a
tax-free reorganization pursuant to IRC 368a(1)B. The Parties agree
to comply with the tax-free requirements of this section in order to
effect a tax-free reorganization. The SHAREHOLDERS signing this
agreement are the owners of or otherwise represent not less than
75% of the OUTSTANDING SHARES of BSM 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 NEVADA, the Articles of Incorporation of BSM, and the
By-laws of BSM.
2. ADDITIONAL DELIVERIES AND EVENTS. BSM shall provide
the following:
(a) production of items on the due diligence list (attached)
which shallb be provided to DBI by BSM within 48 hours of signing
this agreement.
(b) On the Closing Date (as hereinafter defined) the Board of
Directors of BSM will deliver:
(i) minutes of the board approving this transaction,
including the forward split, a certificate authorizing the increase in the
number of authorized shares to 31,250,000 and issuance of shares
hereunder and authorizing the issuance of the NEW SHARES
pursuant to this transaction;
(ii) attorney opinion letter with respect to the tradability
of any BSM free trade shares;
(iii) authorization from board of directors authorizing a
1.25 to 1 forward split on BSM's authorized, issued and outstanding
shares, filing of amended articles with state of Nevada reflecting the
forward split;
(iv) BSM's articles, by-laws, amendments thereto, all
corporate minutes, all financials statements and tax returns since
inception, shareholder list, internal transfer records;
(v) signed LOCK UP agreements per (3) below;
(vi) evidence that name change and NEW SHARE
issuance has been approved by Board of Directors of BSM; letter
from BSM authorized parties to NASD requesting symbol change;
(c) Certificates of BSM issued by BSM representing the NEW
SHARES to DBI shareholders in the names and amounts as indicated
by DBI on SCHEDULE C.
3. LOCK UP AGREEMENT: BSM SHAREHOLDERS hereby agree
to a lock-up/leak-out of 750,000 of their SHARES according to the
attached SCHEDULE A which all parties to this agreement shall
approve and sign.
4. CLOSING DATE; PLACE OF CLOSING;. The CLOSING DATE
shall be 1/31/2000. 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 BSM SHARES. On or before the CLOSING
DATE, BSM will have ready for delivery certificates representing the
NEW SHARES duly endorsed, together with appropriate stock
powers, so as to make DBI 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. Such shares
shall bear a restrictive legend indicating that such shares have not
been registered with the SEC, and shall not be sold except upon
registration or a valid exemption therefrom. Each DBI party receiving
such shares shall sign an investment letter in the form similar to
SCHEDULE B which is attached herewith and incorporated herein or
any other format suitable to BSM.
6. REPRESENTATIONS OF BSM:
(a) As of the CLOSING DATE, the 20,000,000 shares of
BSM common stock to be delivered to DBI shareholders will
constitute duly and validly issued shares of BSM, and when issued,
shall be fully paid and nonassessable, and will be of the same class
with the same rights and privileges of the common stock issued and
outstanding as of the date thereof.
(b) The officers of BSM 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 BSM will deliver to DBI Audited Financial Statements
of BSM as of 06/30/99 including a balance sheet, income statement,
statement of cash flows and statement of stockholders equity (the
"Year End Financial Statements") and unaudited financial statements
as of 12/31/99 (the "Interim Financial Statements") including changes
in financial condition for the periods then ended. All statements shall
be prepared in conformity with U.S. GAAP standards as of the dates
thereof and will accurately reflect BSM's true financial condition as of
such date.
(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 BSM as set forth in the
Financial Statements except changes arising in the ordinary course of
business;
(e) BSM 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 DBI and
to the knowledge of the Shareholders of BSM no litigation or
governmental investigation or proceeding beyond the ordinary course
of business is threatened against BSM;
(f) As of the CLOSING DATE, BSM will be in good standing
as a NEVADA corporation;
(g) The authorized capital stock of BSM consists of
25,000,000 shares of common stock, par value $.001 and 5,000,000
shares of preferred stock par value $ .001. As of the CLOSING, and
after giving effect to the 20,000,000 common stock NEW SHARES
issued herein, BSM will have issued and outstanding 22,200,000
common shares. BSM 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 BSM shall be validly issued,
fully paid and non-assessable and as of the CLOSING DATE there
will not be outstanding any other warrants, options or other
agreements on the part of BSM obligating BSM to issue any additional
shares of common or preferred stock or any of its securities of any
kind;
(h) Opinion from legal counsel of BSM that Counsel has acted
as counsel for BSM and has examined all appropriate documentation
for the purposes of rendering an opinion that:
(i) BSM is a corporation duly organized, validly
existing and in good standing under the laws of the State of
NEVADA;
(ii) BSM has the corporate power to carry on its
business as now being conducted;
(iii) This Agreement has been duly authorized, executed
and delivered by BSM and is a valid and binding obligation of BSM
and enforceable in accordance with its terms;
(iv) BSM 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) The documents executed and delivered to DBI
hereunder are valid and binding in accordance with the terms and vest
in DBI all right title and interest in and to the stock of BSM and said
stock when issued shall be validly issued, fully paid, and
non-assessable;
(vi) Except as referred to herein, BSM knows of (a) no
actions suit or other legal proceedings or investigations pending or
threatened against or relating to or materially adversely affecting
BSM; and (b) no unsatisfied judgments against BSM;
(vii) 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.
(viii) 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 BSM; 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 BSM 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 BSM, will violate any
judgment, order, injunction, decree or award against or binding upon
BSM or upon its securities, property or business;
(j) BSM is registered under Section 12(g) of the 1934
Act and as of the closing date is cleared for quotation on the OTC
Bulletin Board under the symbol of BLSM.
(k) Within the times and in the manner prescribed by
law, BSM has filed all federal, state and local income or other tax
returns and reports required to be filed with all governmental agencies
and has paid or accrued for payment all taxes as shown on such
returns, such that a failure to file, pay or accrue will not have a
material adverse effect on DBI or its subsidiaries.
7. REPRESENTATIONS OF DBI and DBI SHAREHOLDERS. DBI
represents and warrants, and where indicated, DBI SHAREHOLDERS
represents and warrants as follows:
(a) DBI and DBI SHAREHOLDERS 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
DBI and DBI SHAREHOLDERS (where applicable); 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 DBI and
DBI SHAREHOLDERS 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 DBI and DBI
SHAREHOLDERS, or will violate any judgment, order, injunction,
decree or award against or binding upon DBI and DBI
SHAREHOLDERS, or upon its securities, property or business.
(c) DBI represents and warrants that all information supplied to
BSM in the Corporate Profile, Business Plan, financial statements,
and Proforma of DBI 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) DBI represents and warrants that on the CLOSING DATE
or such other date as agreed, management of DBI will deliver to BSM
audited financial statements of DBI as of 12/31/99, including, income
statement, balance sheet, statement of cash flows, and statement of
stockholders equity. All statements shall be prepared in conformity
with U.S. GAAP standards as of the dates thereof and will accurately
reflect DBI's true financial condition as of such date.
(e) DBI represents and warrants that 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 DBI except changes arising in the ordinary course of business;
(f) DBI represents and warrants that DBI 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 BSM, and to the knowledge of
the Shareholders no litigation or governmental investigation or
proceeding beyond the ordinary course of business is threatened
against DBI;
(g) DBI represents and warrants that as of the CLOSING
DATE, DBI will be in good standing as a NEVADA corporation;
(h) DBI represents and warrants that DBI will assume BSM's
filing obligations under all relevant Federal Securities Laws and
Regulations.
(i) DBI represents and warrants that as of Closing,
20,000,000 shares of DBI Common Stock are authorized for issuance
by DBI, of which 13,250,000 shares of Common Stock are issued and
outstanding. No other voting or equity securities are authorized or
issued, nor are any authorized or issued securities convertible into
voting stock. Except as disclosed in Item 7(k), DBI does not have
any outstanding subscriptions, warrants, calls, options, rights,
commitments or agreements by which DBI is bound, calling for the
issuance of any additional shares of Common Stock or any other
voting or equity security. The DBI Common Stock constitutes 100%
of the equity capital of DBI. Such stock constitutes 100% of DBI's
voting power, the exclusive right to receive dividends, when, and if
declared and paid, and the exclusive right to receive the proceeds of
liquidation attributable to DBI Common Stock, if any. From the date
hereof, and until the Closing Date, no dividends or distributions of
capital, surplus, or profits shall be paid or declared by DBI in
redemption of their outstanding shares or otherwise. Except as
described herein no additional shares shall be issued in connection
with this Reorganization by DBI.
(j) DBI represents and warrants that to the best of DBI's
knowledge after due inquiry, no DBI Shareholder, family member of
any DBI Shareholder or employee of DBI or its subsidiaries possess
any form of ownership interest in any supplier, landlord or competitor
of DBI or its subsidiaries:
(k) DBI represents and warrants that neither DBI nor its
subsidiaries owe any money, securities, or property to any DBI
Shareholders, family members of DBI Shareholders, or employees of
DBI or its subsidiaries either directly or indirectly. Except for
approximately 290,000 shares currently optioned to employees, DBI
and its subsidiaries do not currently have, nor will they have
on the Closing Date any pension plan, profit-sharing plan, or stock
purchase plan.
(l) DBI represents and warrants that within the times and in
the manner prescribed by law, DBI and its subsidiaries have filed all
federal, state and local income or other tax returns and reports
required to be filed with all governmental agencies and have paid or
accrued for payment all taxes as shown on such returns, such that a
failure to file, pay or accrue will not have a material adverse effect on
DBI or its subsidiaries.
(m) DBI represents and warrants that legal Counsel of DBI
has acted as counsel for DBI and has examined all appropriate
documentation for the purposes of rendering an opinion that:
(i) DBI is a corporation duly organized, validly
existing and in good standing under the laws of the State of
NEVADA;
(ii) DBI has the corporate power to carry on its
business as now being conducted;
(iii) This Agreement has been duly authorized, executed
and delivered by DBI and is a valid and binding obligation of DBI and
enforceable in accordance with its terms;
(iv) DBI 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) The documents executed and delivered to BSM
hereunder are valid and binding in accordance with the terms and vest
in BSM all right title and interest in and to the stock of DBI and said
stock outstanding is duly authorized, validly issued, fully paid, and
non-assessable and issued under valid registration statement or
exemption therefrom;
(vi) Except as referred to herein, DBI knows of (a) no
actions suit or other legal proceedings or investigations pending or
threatened against or relating to or materially adversely affecting DBI;
and (b) no unsatisfied judgments against DBI;
(vii) That all prior actions of DBI have conformed to
applicable state and federal law.
(n) DBI SHAREHOLDERS warrant and represent that the DBI
common stock shares owned by them are owned free and clear of any
liens or encumbrances of any nature.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BSM:
All obligations of BSM and BSM 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 DBI contained in
this agreement or in any certificate or document delivered to BSM
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) DBI 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) DBI shall have delivered to BSM evidence to the effect
that:
(i) DBI is a corporation duly organized, validly
existing and in good standing under the laws of the State of
NEVADA;
(ii) DBI has the corporate power to carry on its
business as now being conducted;
(iii) This Agreement has been duly authorized,
executed and delivered by DBI and is a valid and binding obligation
of DBI and enforceable in accordance with its terms;
(iv) DBI 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, DBI knows of (a) no
actions suit or other legal proceedings or investigations pending or
threatened against or relating to or materially adversely affecting DBI;
and (b) no unsatisfied judgments against DBI;
(d) DBI shall have received approval of and consent to the
transaction contemplated herein by DBI shareholders owning at least
00% of the outstanding stock of DBI.
(e) DBI shall have delivered to BSM an attorney opinion letter
as indicated in Item 7(m).
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF DBI:
All obligations of DBI 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 BSM contained in
this agreement or in any certificate or document delivered to DBI
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) BSM and BSM 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) BSM shall have delivered to DBI an attorney opinion letter
as indicated in Item 6(h).
(i) BSM is a corporation duly organized, validly
existing and in good standing under the laws of the State of
NEVADA;
(ii) BSM has the corporate power to carry on its
business as now being conducted;
(iii) This Agreement has been duly authorized, executed
and delivered by BSM and is a valid and binding obligation of BSM
and enforceable in accordance with its terms;
(iv) BSM 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) The documents executed and delivered to DBI
hereunder are valid and binding in accordance with the terms and vest
in DBI all right title and interest in and to the stock of BSM and said
stock when issued shall be validly issued, fully paid, and
non-assessable;
(vi) Except as referred to herein, BSM knows of (a) no
actions suit or other legal proceedings or investigations pending or
threatened against or relating to or materially adversely affecting
BSM; and (b) no unsatisfied judgments against BSM;
(vii) 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.
(viii) That all prior actions of the corporation in
connection with filings, have conformed to applicable state and federal
law.
10. PROHIBITED ACTS. Except for the 1.25:1 forward split, and
other share issuances discussed herein, BSM agrees not to do any of
the following acts prior to the CLOSING DATE, and the BSM
SHAREHOLDERS agree that prior to the CLOSING DATE they will
not request or permit BSM 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.
DBI and BSM agree not to effect a reverse stock split on any
outstanding common stock of BSM or its successors for a period of 18
months following closing.
11. INDEMNIFICATION: Each Party 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
("Indemnified Expenses"), resulting from misrepresentations, breach
of covenant of warranty or nonfulfillment of any agreement
("Indemnified Acts") on the part of such party ("Indemnifying
Party") under this Agreement or from any misrepresentations in or
omission from any certificate furnished or to be furnished to a Party
hereunder ("Indemnified Party") by an Indemnifying Party. Subject
to the terms of this agreement, the Indemnifying Party shall be given
a reasonable opportunity to cure such default or breach to the
satisfaction of the Indemnified Party. In the event such breach or
default is not cured to the satisfaction of the Indemnified Party, the
Indemnifying Party shall reimburse the Indemnified Party on demand,
for all costs incurred by the Indemnified Party including reasonable
attorney fees and collection costs with respect to any Indemnified
Acts.
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 upon 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. Each party
to this agreement shall be responsible for conducting due diligence
investigations of the other party as they deem necessary and
appropriate.
13. RESIGNATIONS AND APPOINTMENT OF OFFICERS AND
DIRECTORS.
(a) By the closing date, BSM shall take such actions to appoint
the following persons to become officers and directors of BSM whose
positions shall become effective on the 11th day following filing by
BSM of information required under Rule 14-f with the Securities and
Exchange Commission and mailing of such information to all of
BSM's shareholders:
DIRECTORS: (1)SCOTT KELLY
(2)CHARLES BRONITSKY
(3)AARON LANG
PRESIDENT: CHARLES BRONITSKY
VICE PRESIDENT: AARON LANG
SECRETARY: AARON LANG
TREASURER: AARON LANG
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 BSM management or the BSM SHAREHOLDERS:
Ken Kurtz
Shareholder, Black Stallion Management
2133 East 9400 South Suite 151
Sandy Utah, 84093
If to DBI management or DBI:
1860 EL CAMINO REAL #100
BURLINGAME, CA 94010
15. POST CLOSING COVENANTS. BSM (subject to DBI's
counsel's review and approval) shall prepare and file Form 8-K with
the SEC concerning the change of control transaction.
16. During the course of the Reorganization through Closing, DBI
and BSM agree to make available for inspection all corporate books,
records and assets, and otherwise afford to each other and their
respective representatives, reasonable access to all documentation and
other information concerning the business, financial and legal
conditions of each other for the purpose of conducting a due diligence
investigation thereof. Such due diligence investigation shall be for the
purpose of satisfying each party as to the business, financial and legal
condition of each other for the purpose of determining the desirability
of consummating the proposed Reorganization. DBI and BSM further
agree to keep confidential and not use for their own benefit, except in
accordance with this Agreement, any information or documentation
obtained in connection with any such investigation.
17. CONDITION SUBSEQUENT. This closing assumes the later
closing of a STOCK PURCHASE AGREEMENT between BSM
certain shareholders of BSM and certain buyers of BSM's EXISTING
SHARES. All Parties hereto agree that if the selling
shareholders's fail to satisfy their obligations thereunder, DBI and
BSM shall have the right to unwind this entire transaction without
imposition of any fee, charge or payment.
18. SHAREHOLDERS RELEASE OF OFFICERS, DIRECTORS,
ETC.
The Shareholders of BSM hereby release BSM, DBI and their
respective subsidiaries, affiliates, directors, officers, shareholders,
agents, servants, employees, deputies, attorneys, successors and
assigns with respect to any and all claims against BSM or DBI, that
the Shareholders of BSM have, had, may have, directly, indirectly, by
assignment, or otherwise, known or unknown, arising out of or in
relation to the operation, representations, omissions, conduct, action
or inaction of BSM or DBI in the conduct of their business at any
time prior to the execution of the merger contemplated by this
Agreement.
The parties to this Agreement each agree that they are each aware of
Section 1542 of the California Civil Code and knowingly waive the
application of that Section to the claims released herein. That Section
states as follows:
"A general release does not extend to claims which a creditor does not
know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
The parties to this Agreement understand and acknowledge that the
significance and consequence of their waiver of California Civil Code
Section 1542 is that even if they should eventually suffer additional
damages arising out of those matters released herein they will not be
permitted to make any claims for those damages, as such claims will
be in contravention of this Agreement. Furthermore, the parties to this
Agreement acknowledge that they intend these consequences as to
claims that exist on the date of their execution of the Agreement, but
which they do not know to exist, which, if known, would have
materially affected their decision to execute this Agreement,
regardless of whether their lack of knowledge is a result of ignorance,
oversight, error, negligence, or any other cause. Finally, the parties
intend that this section be given full force and effect on any similar
provision of state law in any other state in which this Agreement may
be enforced or enforceable.
19. SUCCESSORS. This agreement shall be binding upon and inure
to the benefit of the heirs, personal representatives and successors and
assigns of parties.
20. CHOICE OF LAW. This AGREEMENT shall be construed and
enforced in accordance with the laws of the State of NEVADA.
21. COUNTERPARTS. This AGREEMENT may be signed in one or
more facsimile counterparts all of which taken together shall constitute
an entire original agreement.
22. 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.
(e) Assignment: This AGREEMENT shall not be assigned
without the written consent of all parties executing herein. Such
consent shall not be unreasonably withheld.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE
EXECUTED THIS agreement as of the date first above written
BLACK STALLION MANAGEMENT, INC.,
a NEVADA Corporation
By:/s/_______________________
KARI CUNNINGHAM, PRESIDENT
By:/s/_______________________
KARI CUNNINGHAM, SECRETARY
DIGITAL BRIDGE, INC.,
a NEVADA Corporation
By:/s/________________________
CHARLES BRONITSKY, PRESIDENT
By:/s/______________________
AARON LANG, SECRETARY
Except as indicated herein, by signing below BSM and DBI
SHAREHOLDERS agree to the terms of this agreement but shall not
be bound by any representations and warranties made herein by BSM
and DBI.
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF
THE SHARES OF BSM)
________________________ (2,000,000 SHARES 90%)
KEN KURTZ
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF
THE SHARES OF DBI)
_________________________ (6,625,000 SHARES 50 %)
M & A WEST INC.
_________________________ (3,312,500 SHARES 25 %)
CHARLES BRONITSKY
__________________________ (3,312,500 SHARES 25 %)
AARON LANG
<PAGE>
SCHEDULE A
SHAREHOLDERS agree to a "lock up" of their FREE TRADE
SHARES proportionately as follows:
SHAREHOLDERS: 750,000 SHARES
<TABLE>
<CAPTION>
FREE TRADE
DATE SHARES RELEASED
CUMULATIVE
<S> <C> <C>
UPON CLOSING 105,000
30 DAYS AFTER CLOSING 105,000 210,000
60 DAYS AFTER CLOSING 105,000 315,000
90 DAYS AFTER CLOSING 105,000 420,000
120 DAYS AFTER CLOSING 105,000 525,000
150 DAYS AFTER CLOSING 105,000 630,000
180 DAYS AFTER CLOSING 120,000 750,000
</TABLE>
BLACK STALLION MANAGEMENT, INC.
a NEVADA Corporation
By:/s/______________________
KARI CUNNINGHAM, PRESIDENT
By:/s/______________________
KARI CUNNINGGHAM, SECRETARY
DIGITAL BRIDGE, INC., a NEVADA
Corporation
By:/s/________________________
CHARLES BRONITSKY, PRESIDENT
By:/s/______________________
AARON LANG, SECRETARY
By signing below SHAREHOLDERS agree to the terms of this
agreement but shall
not be bound by any representations and warranties made herein by
BSM and DBI.
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF
THE SHARES OF BSM)
_____________________________ (2,000,000 SHARES 90%)
KEN KURTZ
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF
THE SHARES OF DBI)
_____________________________ (6,625,000 SHARES 50 %)
M & A WEST INC.
_____________________________ (3,312,500 SHARES 25 %)
CHARLES BRONITSKY
_____________________________ (3,312,500 SHARES 25 %)
AARON LANG
<PAGE>
SCHEDULE C
SHARES OF DBI CURRENTLY OWNED:
<TABLE>
<CAPTION>
NAME AMOUNT % OF CLASS
<S> <C> <C>
M & A WEST, INC. 6,625,000 50%
CHARLES BRONITSKY 3,312,500 25%
AARON LANG 3,312,500 25%
</TABLE>
TO BE EXHANGED FOR AUTHORIZED BUT UNISSUED BSM
$.001 PAR VALUE COMMON STOCK
SHARES AS FOLLOWS:
M & A WEST, INC. 10,000,000
CHARLES BRONITSKY 5,000,000
AARON LANG 5,000,000
CONSULTING AGREEMENT
This CONSULTING AGREEMENT dated as of _____, 2000 (this
"AGREEMENT") is by and between ZACCO EQUITIES, LTD.
("ZEL") and ROBERT BRYAN ("RGB"), STAN MEDLEY ("SM").
In consideration of RGB and SM having provided consulting services
in respect to the REORGABSMZATION AND STOCK PURCHASE
AGREEMENT ("REORG) dated _______, 2000 by and between
BLACK STALLION MANAGEMENT, INC., a NEVADA
Corporation ("BSM"), shareholders of BSM (the "BSM
SHAREHOLDERS"), DIGITAL BRIDGE, INC. a NEVADA
Corporation ("DBI") and the SHAREHOLDERS of DBI ("DBI
SHAREHOLDERS"), as a further and preliminary condition to
CLOSING as defined in REORG, the parties to this agreement agree
as follow.
1. CONSULTATION FEES. (a) Upon close of the TRANSFERRED
BSM SHARES, ZEL shall pay a consultation fee of FIFTY
THOUSAND AND NO/100 DOLLARS ($ 50,000.00) payable as
follows:
(i) $ 25,000 to VBC INVESTMENTS ("VBC")
(ii) $ 25,000 TO ARTFIELD INVESTMENTS
RD,INC.("ART")
(b) Upon execution of this document ZEL shall pay the sum of
FIFTY THOUSAND AND NO/100 DOLLARS ($ 50,000) 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 BSM shall appear with stock certificates for
the requisite number of shares properly issued to shareholders of DBI
and/or assigns along with all o ther closing conditions outlined in
(1)(c) of REORG, said escrow shall pay the balance of funds to VBC
($25,000)and ART ($25,000).
RGB
By:/s/___________________
ROBERT BRYAN
ZACCO EQUITIES LTD.
By:/s/__________________
ZAHRA GILAK, REPRESENTATIVE
STAN MEDLEY
By:/s/____________________
STAN MEDLEY
