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):
APRIL 21, 1999
BUFFALO CAPITAL VI, LTD.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-23869
COLORADO 84-1434320
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
5001 East Spring Valley Road, Suite 800
Dallas, Texas 7524419
__________________________________________
Address of principal executive offices
Registrant's telephone number: (805)295-8200
___________________________________________
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 21, 1999, Buffalo Capital VI, Ltd., (the "Company")
acquired all of the issued and outstanding stock of isolver.com, Inc., a
Nevada corporation. The transaction was completed pursuant to a
Share Exchange Agreement dated April 21, 1999, and was structured
as a stock for stock exchange under Section 368(a)(1)(B) of the
Internal Revenue Code.
The Company issued 5,380,000 shares of its common stock in
exchange for all of the issued and outstanding common stock of
isolver.com, Inc, which increased the number of issued and
outstanding shares of common stock of the Company from 4,620,000
to 10,000,000. Immediately following completion of the share
exchange transaction, E-Com Investments, L.L.C., a Delaware
limited liability company, which was the sole shareholder of
isolver.com, Inc., and also previously owned 3,484,250 shares, or
approximately 75.42% of the Company's outstanding common stock,
was the owner of a total of 8,864,259 shares of common stock of the
Company, or approximately 88.64% of its issued and outstanding
common stock. No change in the identity of the Company's officers
or directors was made as a result of completion of the share exchange
transaction.
As reported in Item 5 of this report on Form 8-K, on April 23,
1999, subsequent to the date of completion of the share exchange
transaction described above, the Company's Board of Directors
approved a 3:1 forward split of its issued and outstanding common
stock held by its shareholders of record as of that date. After giving
effect to this forward split, the Company had 30,000,000 shares of
common stock issued and outstanding of which 26,592,777 shares
were owned by E-Com Investments, L.L.C.
isolver.com, Inc., was recently incorporated under the laws of
the State of Nevada and is a development stage company. It was
formed to become an internet commerce and technology company
using Universal Cart software technology which it owns. The
Universal Cart technology allows a shopper to surf through multiple
shopping sites on the world wide web and use just one shopping cart
(a "Universal Cart") for check out at the end of their time on-line. In
other words, the consumer is required to supply personal and payment
information just one time regardless of the number of different sites
from which goods are being purchased. Once the shopping session is
completed, the Universal Cart communicates with each site and
provides the site with relevant information including the shopper's
order, shipping and payment information.
As of April 21, 1999, isolver.com, Inc., had not commenced
business operations and had not generated any revenue from
operations. However, the Company expects to commence operations
through its wholly-owned subsidiary, isolver.com, Inc., during the
second quarter of the current fiscal year. Operations are initially
expected to be implemented through licensing of server side software
to selected internet malls and portal sites. Licensing fees payable by
licensees will be based, in part, on the dollar volume of sales driven
through the Universal Cart frame. The Company also intends to offer
consulting services to licensees intended to assist in the
implementation and optimization of their use of the Universal Cart
technology.
Another anticipated business activity is development by the
Company of both proprietary malls and consumer-designed malls.
The Company expects to create and maintain proprietary malls and
determine which on-line merchants would have stores in any
particular mall. Consumer-designed malls would allow individual
consumers to create their own grouping of internet sites linked
through the Universal Cart. The Company would expect to generate
revenues from such malls both by charging rent or licensing fees and
by charging a commission on sales.
Finally, the Company expects to seek to generate revenue by
making information obtained through the Universal Cart about
consumer preferences and buying habits available to on-line retailers.
The Company will obtain consent from individual consumers before
releasing any such information to third parties.
CAUTIONARY STATEMENT REGARDING FORWARD-
LOOKING INFORMATION
This report contains various forward-looking statements that
are based on the Company's beliefs as well as assumptions made by
and information currently available to the Company. When used in
this report, the words "believe," "expect," "anticipate," "estimate"
and similar expressions are intended to identify forward-looking
statements. Such statements may include statements regarding use and
licensing of the Company's Universal Cart technology, expected
revenue sources, and the like, and are subject to certain risks, uncer-
tainties and assumptions which could cause actual results to differ
materially from projections or estimates contained herein. Many
factors could cause actual activities and results to differ materially
from those described herein, including, but not limited to,
unanticipated delays or difficulties in licensing or use of the software,
lack of adequate financing, competition and changes in market condi-
tions, lack of adequate personnel, and the like. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected. The Company cautions
against placing undue reliance on forward-looking statements all of
which speak only as of the date made.
ITEM 5. OTHER EVENTS
On April 23, 1999, the Company's Board of Directors
approved a 3:1 forward split of its issued and outstanding common
stock held by its shareholders of record as of that date. As a result of
the forward split, the issued and outstanding common stock of the
Company was increased, as of that date, from 10,000,000 shares to
30,000,000 shares.
The forward split was implemented by issuing instructions to
the Company's Transfer Agent directing it to issue a new share
certificate to each shareholder of record as of April 23, 1999, equal to
two additional shares for each share of common stock registered in
such shareholder's name on April 23, 1999, immediately prior to the
3:1 forward split. As a result, all share certificates in existence as of
the close of business on April 23, 1999, representing issued and
outstanding shares of common stock of the Corporation, remain valid
and continue to represent the number of shares specified thereon.
No amendment of the Company's Articles of Incorporation
was adopted as a result of the forward split, and as a result, the
Company continued to have a total of 100,000,000 shares of common
stock authorized.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
As of the date of this report on Form 8-K, financial statements
of isolver.com, Inc., are not available. Such financial statements will
be filed as soon as available, but in any event, not later than sixty
(60) days after the date of this report.
(c) Exhibits
Exhibit (2) Share Exchange 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 VI, LTD.
(Registrant)
April 30, 1999 /s/ ____________
(Date) (Signature)*
Gina Setlin-Fard,President
*Print name and title of signing officer under his signature.
Exhibit (2) -SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AND PLAN OF REORGANIZATION
THIS SHARE EXCHANGE AGREEMENT is made and
entered into this 21st day of April, 1999, by and between Buffalo
Capital VI, Ltd., a Colorado corporation (hereinafter referred to as
"Buffalo"), isolver.com, Inc., a Nevada corporation (hereinafter
referred to as "isolver") and E-Com Investments, L.L.C., a Delaware
limited liability company (hereinafter referred to as "E-Com").
RECITALS
E-Com is the owner of all of the issued and outstanding
common stock of isolver and wishes to exchange all of such common
stock for shares of common stock of Buffalo.
The Boards of Directors of Buffalo and isolver deem it
advisable and in the best interest of such corporations and their
shareholders that the exchange described above be completed on terms
and conditions hereinafter set forth and in accordance with all
applicable laws, and have adopted resolutions to that effect.
NOW THEREFORE, in consideration of the foregoing, and in
consideration of the mutual covenants and promises hereinafter set
forth, it is agreed as follows:
ARTICLE I
Reorganization
1.01 Plan of Reorganization.E-Com is the owner of all
of the issued and outstanding common stock of isolver, which consists
of 1,000,000 shares of common stock. It is the intention of the
parties that Buffalo acquire all of the issued and outstanding common
stock of isolver in exchange solely for 5,380,000 shares of its voting
common stock in a transaction which qualifies as a tax-free
reorganization under the provisions of Internal Revenue Code Section
368(a)(1)(B).
1.02 Exchange of Shares.Buffalo and E-Com agree
that all 1,000,000 issued and outstanding shares of isolver shall be
exchanged with Buffalo for 5,380,000 shares of common stock of
Buffalo to be issued to E-Com. E-Com shall cause isolver to take all
corporate actions and obtain all approvals and consents necessary to
complete the exchange of shares described herein on the Closing Date
and at Closing shall deliver and transfer to Buffalo, free and clear of
all claims and encumbrances, certificates representing the isolver
shares together with stock powers duly endorsed in blank.
ARTICLE II
Closing
The Closing shall take place at the offices of Buffalo at 10:00
a.m. on April 21, 1999, or at such other place, date and time as E-
Com and Buffalo may agree in writing, subject to the following:
(a) If any of the conditions set forth in Article III has not
been satisfied on the date on which Closing would otherwise occur,
Buffalo may, from time to time, by notice to E-Com, defer the
Closing to a date specified in the notice, but in any event not later
than April 30, 1999.
(b) If any of the conditions set forth in Article IV has not
been satisfied on the date on which Closing would otherwise occur, E-
Com may, from time to time, by notice to Buffalo, defer the Closing
to a date specified in the notice, but in any event not later than April
30, 1999.
ARTICLE III
Conditions to Buffalo's Obligations
The obligations of Buffalo to effect the Closing shall be subject
to the satisfaction at or prior to the Closing of the following
conditions, any one or more of which may be waived by Buffalo:
3.01 Representations, Warranties and Agreements. (a) The
representations and warranties of E-Com set forth in this Agreement
shall be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date as though made at such time,
and (b) E-Com and isolver shall have performed and complied in all
material respects with the agreements contained in this Agreement
required to be performed and complied with by them prior to the
Closing.
3.02 Completion of Due Diligence.Buffalo is satisfied
with the condition of isolver following a due diligence review of the
books, records, business and affairs of isolver. isolver agrees to
provide Buffalo and its agents complete access to all of isolver's
books, records and personnel for purposes of enabling Buffalo to
conduct its investigation.
3.03 Corporate Resolutions.isolver shall have delivered
to Buffalo a certified copy of the resolutions adopted by its Board of
Directors authorizing the execution, delivery and performance of this
Agreement and the consummation of the transactions described herein,
and a certificate of the secretary of isolver, dated the Closing Date, to
the effect that such resolutions were duly adopted and are in full force
and effect and with respect to the authority and incumbency of the
officers executing this Agreement on behalf of isolver.
3.04 Litigation.There are no actions, proceedings, or
investigations pending or, to the knowledge of E-Com or isolver,
threatened against either E-Com or isolver to restrain or prohibit
Buffalo's acquisition of all of the issued and outstanding shares of
isolver, or to seek to recover damages in the and event Buffalo
acquires such shares.
3.05 Delivery of Financial Statements.isolver shall have
delivered to Buffalo its unaudited financial statements dated as of the
date of Closing and provided Buffalo with such assurances as it deems
necessary or appropriate that it will be able to deliver audited
financial statements to Buffalo no later than sixty (60) days after
Closing.
3.06 Additional Assurances.Buffalo shall have received
such additional certificates, opinions, documents and information as it
may reasonably request in order to establish satisfaction of the
conditions set forth in this Article III.
ARTICLE IV
Conditions to Obligations of E-Com and isolver
The obligations of E-Com and isolver to effect the Closing
shall be subject to the satisfaction at or prior to the Closing of the
following conditions, any one or more of which may be waived by E-
Com:
4.01 Representations, Warranties and Agreements. (a) The
representations and warranties of Buffalo set forth in this Agreement
shall be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date as though made at such time,
and (b) Buffalo shall have performed and complied in all material
respects with the agreements contained in this Agreement required to
be performed and complied with by it prior to the Closing.
4.02 Completion of Due Diligence.isolver and E-Com
are satisfied with the condition of Buffalo following a due diligence
review of the books, records, business and affairs of Buffalo. Buffalo
agrees to provide isolver and E-Com and their agents complete access
to all of Buffalo's books, records and personnel for purposes of
enabling isolver and E-Com to conduct their investigation.
4.03 Corporate Resolutions.Buffalo shall have
delivered to E-Com a certified copy of the resolutions adopted by its
Board of Directors authorizing the execution, delivery and
performance of this Agreement and the consummation of the
transactions described herein, and a certificate of the secretary of
Buffalo, dated the Closing Date, to the effect that such resolutions
were duly adopted and are in full force and effect and with respect to
the authority and incumbency of the officers executing this Agreement
on behalf of Buffalo.
4.04 Litigation.There are no actions, proceedings, or
investigations pending or, to the knowledge of Buffalo, threatened
against Buffalo to restrain or prohibit Buffalo's acquisition of all of
the issued and outstanding shares of isolver, or to seek to recover
damages in the and event Buffalo acquires such shares.
4.05 Additional Assurances.E-Com shall have received
such additional certificates, opinions, documents and information as it
may reasonably request in order to establish satisfaction of the
conditions set forth in this Article IV.
ARTICLE V
Representations and Warranties of E-Com and isolver
E-Com and isolver hereby represent and warrant as follows:
5.01 Organization, Capitalization, etc.
(a) isolver is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Nevada, and is qualified in no other state.
(b) The authorized capital stock of isolver
consists of 100,000,000 shares of capital stock of which (a)
86,000,000 shares are Common Stock having a par value of $0.01 per
share, of which 1,000,000 shares are issued and outstanding and
owned by E-Com, (b) 5,000,000 shares are Class B Common Stock
having a par value of $0.01 per share, of which no shares are issued
and outstanding, and (c) 9,000,000 shares are Preferred Stock having
a par value of $0.01 per share, of which no shares are issued and
outstanding. All of the shares owned by E-Com are owned free and
clear of any liens, claims, options, charges, or encumbrances of
whatsoever nature. E-Com has the unqualified right to sell, assign,
and deliver the shares for and on its own behalf, and, upon
consummation of the transactions contemplated by this Agreement,
Buffalo will acquire good and valid title to the shares, free and clear
of all liens, claims, options, charges, and encumbrances of whatsoever
nature. There are no outstanding options or other agreements of any
nature whatsoever relating to the issuance by isolver of any shares of
its capital stock.
5.02 Authority; No Violation. The execution and delivery
of this Agreement by E-Com and isolver, and the consummation by
them of the transactions contemplated hereby have been duly
authorized. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of the
Certificate of Incorporation or bylaws of isolver, or of any contract,
commitment, indenture, other agreement or restriction of any kind or
character to which isolver or E-Com is a party or by which isolver or
E-Com is bound.
5.03 Financial Statements. Within sixty (60) days of the
date of Closing will deliver audited financial statements to Buffalo as
of such date, or as of the date of Closing. The financial statements
previously delivered to Buffalo are true and correct, and a fair and
accurate presentation of the financial condition and assets and
liabilities (whether accrued, absolute, contingent, or otherwise) of
isolver as of the date thereof. The audited financial statements to be
delivered will be prepared in accordance with generally accepted
principals of accounting applied on a consistent basis, and the
unaudited condensed financial statements previously delivered contain
all adjustments (consisting of normal recurring items) which are, in
the opinion of isolver, necessary for a fair representation of the
interim period presented.
5.04 Undisclosed Liabilities. Except to the extent listed in
Schedule 5.04 attached hereto, isolver, as of the date hereof, had no
liabilities or obligations of any nature, whether absolute, accrued,
contingent, or otherwise and whether due or to become due. Further,
neither isolver nor E-Com knows or has any reasonable ground to
know of any basis for the assertion against isolver of any liability or
obligation of any nature or in any amount whatsoever.
5.05 Litigation. There are no actions, proceedings, or
investigations pending or, to the knowledge of isolver or E-Com,
threatened against isolver, and neither isolver nor E-Com know or
have any reason to know of any basis for any such action,
proceedings, or investigation. There is no event or condition of any
kind or character pertaining to the business, assets, or prospects of
isolver that may materially and adversely affect such business, assets
or prospects.
5.06 Disclosure. E-Com and isolver have disclosed to
Buffalo all facts material to the assets, prospects, and business of the
isolver. No representation or warranty by isolver or E-Com contained
in this Agreement, and no statement contained in any instrument, list,
certificate, or writing furnished to the Buffalo pursuant to the
provisions hereof or in connection with the transaction contemplated
hereby, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained herein or therein not misleading or necessary in order to
provide a prospective purchaser of the business of the isolver with
proper information as to isolver and its affairs.
5.07 Representations Regarding Acquisition of the Shares of
Buffalo. E-Com makes the following representations with
respect to acquisition of the shares of Buffalo pursuant to the terms of
this Agreement:
(a) E-Com understands that the shares have not been
approved or disapproved by the United States Securities and Exchange
Commission or an state securities agencies;
(b) E-Com is acquiring the shares for its own account, for
investment purposes, and not with a view to the resale of distribution
of such shares;
(c) E-Com understands the speculative nature and risks of
investments associated with Buffalo and confirms by execution of this
Agreement, that the shares are suitable and consistent with its
investment program and that its financial position enables it to bear
the risk of the investment;
(d) The shares will constitute "restricted securities" as that
term is defined in Rule 144 under the Securities Act of 1933, and
Buffalo is not under an obligation to register or seek an exemption
under any federal and/or state securities acts for any resale or transfer
of such shares by E-Com subsequent to the completion of the
transaction described herein, and E-Com is solely responsible for
determining the availability, if required, of exemptions from
registration for purposes of sale or transfer of the Shares;
(e) E-Com has had the opportunity to ask questions of
Buffalo and receive additional information from Buffalo, to the extent
that Buffalo possessed such information, or could acquire it without
unreasonable effort or expense, necessary to evaluate the merits and
risks of acquisition of the shares of Buffalo pursuant to the terms of
this Agreement.
ARTICLE VI
Representations and Warranties of Buffalo
Buffalo hereby represents and warrants to isolver and to E-
Com as follows:
6.01 Organization, Capitalization, etc.
(a) Buffalo is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Colorado, and is qualified in no other state.
(b) The authorized capital stock of Buffalo
consists of 110,000,000 shares of capital stock of which (a)
100,000,000 are shares of Common Stock, of which 4,620,000 shares
are issued and outstanding, and (b) 10,000,000 shares are Preferred
Stock, or which no shares are issued and outstanding. There are no
outstanding options or other agreements of any nature whatsoever
relating to the issuance by Buffalo of any shares of its capital stock.
6.02 Authority; No Violation. The execution and delivery
of this Agreement by Buffalo, and the consummation by it of the
transactions contemplated hereby have been duly authorized. Neither
the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will constitute a violation or
default under any term or provision of the Certificate of Incorporation
or bylaws of Buffalo, or of any contract, commitment, indenture,
other agreement or restriction of any kind or character to which
Buffalo is a party or by which Buffalo is bound.
6.03 Financial Statements. Buffalo has delivered to E-Com
and to isolver audited financial statements as of December 31, 1999,
as contained in its report on Form 10-KSB as of such date. The
financial statements of Buffalo are true and correct, and a fair and
accurate presentation of the financial condition and assets and
liabilities (whether accrued, absolute, contingent, or otherwise) of
Buffalo as of the date thereof. The audited financial statements of
Buffalo were prepared in accordance with generally accepted
principals of accounting applied on a consistent basis.
6.04 Undisclosed Liabilities. Except to the extent listed in
Schedule 6.04 attached hereto, or reflected or reserved against in the
December 31, 1998, balance sheet of Buffalo, Buffalo, as of the date
hereof, had no liabilities or obligations of any nature, whether
absolute, accrued, contingent, or otherwise and whether due or to
become due. Further, Buffalo does not know or have any reasonable
ground to know of any basis for the assertion against it of any liability
or obligation of any nature or in any amount whatsoever.
6.05 Absence of Certain Changes. Buffalo has not since
December 31, 1998, and as of the Closing will not have:
(a) Suffered any material adverse change in
financial condition, assets, liabilities, business, or prospects;
(b) Incurred any additional obligations or
liabilities (whether absolute, accrued, contingent, or otherwise) which
it either has not previously satisfied or will not satisfy at or before
Closing; or
(c) Made any material change in any method
of accounting or accounting practice.
6.06 Litigation. There are no actions, proceedings, or
investigations pending or, to the knowledge of Buffalo, threatened
against Buffalo, and Buffalo does not know or have any reason to
know of any basis for any such action, proceedings, or investigation.
There is no event or condition of any kind or character pertaining to
the business, assets, or prospects of isolver that may materially and
adversely affect such business, assets or prospects.
6.07 Disclosure. Buffalo has disclosed to E-Com and to
isolver all facts material to the assets, prospects, and business of
Buffalo. No representation or warranty by Buffalo contained in this
Agreement, and no statement contained in any instrument, list,
certificate, or writing furnished to isolver or to E-Com pursuant to the
provisions hereof or in connection with the transaction contemplated
hereby, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained herein or therein not misleading or necessary in order to
provide a prospective shareholder of Buffalo with proper information
as to Buffalo and its affairs.
6.08 SEC Reports. Buffalo is current in filing its
periodical reports pursuant to Section 13 of the Securities Exchange
Act of 1934.
VII. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
7.01 Survival of Representations. All representations,
warranties, and agreements made by any party in this Agreement or
pursuant hereto shall survive the execution and delivery hereof and
any investigation at any time made by or on behalf of any party.
7.02 Indemnification by Buffalo. Buffalo hereby agrees to
indemnify isolver and E-Com and hold them harmless from and in
respect of any assessment, loss, damage, liability, cost, and expense
(including, without limitation, interest, penalties, and reasonable
attorneys' fees), imposed upon or incurred by isolver or E-Com
resulting from a breach of any representation or warranty contained
herein, including, but not limited to, any undisclosed liabilities or
obligations of Buffalo as described in Section 6.04 of this Agreement.
Assertion by isolver or E-Com of their right to indemnification under
this Section 7.02 shall not preclude the assertion by isolver or E-Com
of any other rights or the seeking of any other remedies against
Buffalo.
7.03 Indemnification by isolver and E-Com. isolver and E-
Com agree to indemnify Buffalo and hold Buffalo harmless from and
in respect of any assessment, loss, damage, liability, cost, and
expense (including, without limitation, interest, penalties, and
reasonable attorneys' fees), imposed upon or incurred by Buffalo
resulting from a breach of any representation or warranty of isolver or
E-Com contained herein.
ARTICLE VIII
Miscellaneous
8.01 Expenses. Except to the extent otherwise provided
herein, each of the parties shall bear its own expenses incurred in
conjunction with the Closing hereunder.
8.02 Further Assurances. From time to time, at the request
of the Buffalo and without further consideration, E-Com and/or
isolver shall execute and transfer such documents and take such action
as Buffalo may reasonably request in order to effectively consummate
the transactions herein contemplated.
8.03 Parties in Interest. All the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of, and
shall be enforceable by the heirs, beneficiaries, representatives,
successors, and assigns of the parties hereto.
8.04 Prior Agreements; Amendments. This Agreement
supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof. This Agreement
may be amended only by a written instrument duly executed by the
parties hereto or their respective successors or assigns.
8.05 Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretations of this
Agreement.
8.06 Confidentiality. Each party hereby agrees that all
information provided by the other party and identified as
"confidential" will be treated as such, and the receiving party shall not
make any use of such information other than with respect to this
Agreement. If the Agreement shall be terminated, each party shall
return to the other all such confidential information in their
possession, or will certify to the other party that all of such
confidential information that has not been returned has been
destroyed.
8.07 Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to
have been duly given if delivered or mailed (registered or certified
mail, postage prepaid, return receipt requested) as follows:
If to Buffalo:
Gina Setlin-Fard
902 22nd Street
Santa Monica, CA 90403
If to isolver:
Suite 800, East Tower
5001 Spring Valley Road
Dallas, TX 75244
If to E-Com:
Suite 800, East Tower
5001 Spring Valley Road
Dallas, TX 75244
8.08 Effect. In the event any portion of this Agreement is
deemed to be null and void under any state or federal law, all other
portions and provisions not deemed void or voidable shall be given
full force and effect.
8.09 Counterparts. This Agreement may be executed
simultaneously in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered on the date first above written.
BUFFALO CAPITAL VI, LTD., isolver.com, Inc., a
Nevada
a Colorado corporation corporation
By:__________________________By:________________________
President President
E-Com Investments, L.L.C., a Delaware limited liability company
By:______________________________