8K Current Report

0001078782-15-000804.txt : 20150515 0001078782-15-000804.hdr.sgml : 20150515 20150515153605 ACCESSION NUMBER: 0001078782-15-000804 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20150512 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150515 DATE AS OF CHANGE: 20150515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B4MC GOLD MINES INC CENTRAL INDEX KEY: 0000823546 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 870674571 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-17773-NY FILM NUMBER: 15868660 BUSINESS ADDRESS: STREET 1: 3651 LINDELL ROAD, SUITE D565 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 424-256-8560 MAIL ADDRESS: STREET 1: 3651 LINDELL ROAD, SUITE D565 CITY: LAS VEGAS STATE: NV ZIP: 89103 FORMER COMPANY: FORMER CONFORMED NAME: HEAVENLY HOT DOGS INC DATE OF NAME CHANGE: 20100504 FORMER COMPANY: FORMER CONFORMED NAME: HEAVENLY HOT DOGS INC / DATE OF NAME CHANGE: 20011115 FORMER COMPANY: FORMER CONFORMED NAME: HEAVENLY HOT DOGS INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 f8k051315_8k.htm 8K CURRENT REPORT 8K Current Report

UNITED STATES

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 Report (Date of earliest event reported): May 12, 2015

B4MC Gold Mines, Inc.

(Exact name of registrant as specified in its charter)


Nevada	033-17773-NY	87-0674571
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3651 Lindell Road, Suite D565, Las Vegas, NV 89103

(Address of principal executive offices) (Zip Code)

(424) 256-8560

Registrant’s telephone number, including area code

355 S. Afghan Lane Coeur d’Alene ID 83814

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01 Entry Into a Material Definitive Agreement.

On May 12, 2015, the Registrant sold 248,976,200 newly issued shares (the “Company Shares”) of its common stock, par value $0.001 per share (“Common Stock”), to PacificWave Partners Limited, a Gibraltar Company (“PacificWave”). The price was $0.001 per share, or $248,976.20. Of this amount, $225,000.00 was paid to certain creditors of the Company in exchange for releases of outstanding liabilities and the remaining $23,976.20 was placed in escrow pending the fulfillment of certain conditions not later than June 30, 2015. These conditions include the Company’s making all of its required filings under Section 12(g) of the Securities Exchange Act of 1934. The Company is also required to deliver its financial statements and other records to its auditor no later than June 3, 2015. Failure of any of these conditions will result in the escrowed funds being repaid to PacificWave as liquidated damages.

The Company Shares were sold in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rules 504, 505, 506 and 903 thereunder. The Company Shares will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be reoffered or resold in the United States absent such registration or an applicable exemption therefrom, or in a transaction not subject to the registration requirements of the Securities Act of 1933 and other applicable securities laws.

Simultaneous with the purchase of the Company Shares, PacificWave purchased from Elwood Shepard, a shareholder of the Company, 26,023,800 shares of the Company’s outstanding Common Stock (the “Shepard Shares”), representing 61.3% of the outstanding shares prior to the issuance of the Company shares. The purchase price was $26,023.80, all of which was deposited in escrow and will be disbursed in the same manner and under the same conditions as the amount deposited to escrow from the purchase price of the Company Shares.

At the closing of the purchase of the Company Shares and the Shepard Shares, PacificWave contributed $175,000.00 to the capital of the Company.

Item 3.02 Unregistered Sale of Equity Securities.

See Item 1.01 with respect to the sale of the Company Shares to PacificWave. There was no underwriting discount or commission paid in connection with the sale.

Item 5.01 Changes in Control of Registrant.

At the closing of the acquisition of the Company Shares and the Shepard Shares on May 12, 2015, PacificWave transferred a total of 50,000,000 of the Company Shares to three European investors at a price of $0.01 per share ($500,000 in aggregate). These funds were the source of the funds used to purchase the Company Shares and the Shepard Shares and to make the capital contribution referred to in Item 1.01.

At the closing on May 12, 2015, PacificWave transferred 135,416,700 shares to certain persons and entities providing services in connection with the transaction. These included: (i) 23,333,350 shares (constituting 8.0% of the outstanding shares) to Allan Kronborg, a citizen of Denmark and (ii) a total of 48,333,350 shares (constituting 16.6% of the outstanding shares) split among PacifcWave Partners Europe sarl, PacificWave Partners UK Europe Ltd., Richway Finance Ltd and Anarholl Ltd., all entities affiliated with Henrik Oerbekker, a citizen of Denmark.

Effective May 12, 2015, the Company’s sole officer and director at that time, Elwood Shepard, resigned, and Bennett J. Yankowitz was appointed as the Company’s sole director and as its President, Secretary and Treasurer. In conjunction with the aforementioned transactions with PacificWave, on May 12, 2015, Mr. Yankowitz purchased from PacificWave 40,000,000 shares of Common Stock for an aggregate purchase price of $40,000 ($0.001 per share), reflecting approximately 13.7% of the outstanding shares of Common Stock at that time. The purchase price was evidenced by a promissory note due May 12, 2019 with interest at 3% per annum and secured by the purchased shares. The Company was not a party to this transaction. PacificWave and Mr. Yankowitz did not have any relationship with the Company prior to the aforementioned change-in-control transaction. On May 15, 2015, Mr. Yankowitz sold 500,000 shares at a purchase price of $0.01 per share ($5,000.00) to an unaffiliated purchaser.

At the conclusion of all of these transactions, PacificWave and its Managing Director and sole owner, Henrik Rouf, were the beneficial owners of an aggregate of 50,083,300 shares of Common Stock, which constitute 17.2% of the outstanding shares of Common Stock. The Company was not a party to these transactions.

PacificWave has ongoing business relationships with PacifcWave Partners Europe sarl, PacificWave Partners UK Europe Ltd., Richway Finance Ltd. and Allan Kronborg, all of which, as described above, are shareholders of the Company (the “Other Shareholders”). However, PacificWave does not have any actual or beneficial ownership in or control of any of the Other Shareholders and none of the Other Shareholders has any actual or beneficial ownership in or control of PacificWave. While PacificWave does have a joint marketing arrangement with PacificWave Partners Europe sarl and PacificWave Partners UK Europe Ltd., and licenses to them the right to use the name “PacificWave” in Europe and certain other jurisdictions, these three entities remain independent companies and are not subject to joint ownership or control. None of these persons or entities is a party to any voting or similar agreement with respect to election of directors or other matters.

Mr. Rouf is Managing Director of PacificWave and also serves as Assistant Secretary of the Company. While PacificWave does not have a formal contract with the Company, it is expected to provide consulting and investment banking services to the Company, in particular with respect to raising capital for the Company and in identifying and evaluating potential acquisition candidates.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As stated in Item 5.01, effective May 12, 2015, the Company’s sole officer and director at that time, Elwood Shepard, resigned, and Bennett J. Yankowitz was appointed as the Company’s sole director and as its President, Secretary and Treasurer.

The following table and text set forth the names of all directors and executive officers of the Company as of May 12, 2015. The Board of Directors is comprised of only one class. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships between or among the directors, executive officers or persons nominated or charged by the Company to become directors or executive officers. The executive officers serve at the discretion of the Board of Directors, and are appointed to serve until the first Board of Directors meeting following the annual meeting of stockholders. The brief descriptions of the business experience of each director and executive officer and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws are provided below.

The Company’s sole director and executive officer is as follows:


Name	Age	Positions Held with the Registrant
Bennett J. Yankowitz	59	President, Treasurer, Secretary and sole Director

Bennett J. Yankowitz was appointed as the President, Treasurer, Secretary and sole director of the Company on May 12, 2015. He is also Managing Partner of Hancock Ventures, LLC, a California-based company that is the general partner of Single Oak Ventures, LP, a venture capital fund. From 2002 to 2014, he was a director of Proteus Energy Corporation, a California-based private oil and gas production and development company, and was its Chief Executive Officer from 2008 to 2014. Mr. Yankowitz has more than 30 years of experience as a corporate attorney with leading law firms, specializing in securities, financial and merger and acquisition transactions, and has extensive background in financial analysis, oil and gas, and real estate investment and development. He is of counsel to the law firm Shumaker Mallory LLP, and was previously of counsel to the law firm Parker Shumaker Mills LLP. He was previously counsel to Kaye Scholer LLP and a partner of Heenan Blaikie and Stroock & Stroock & Strook LLP. From 1997 to 2003, he was a principal of SY Development Corporation, a Los Angeles-based real estate development company. Mr. Yankowitz earned his B.A. degree in Mathematics from the University of California, Berkeley (1977), his J.D. degree from the University of Southern California (1980), where he was an editor of the Southern California Law Review, and his LL.M. degree (First Class Honours) from the University of Cambridge (1981), where he was an Evan Lewis-Thomas Scholar at Sidney Sussex College. He is a member of the California and New York bars. It is anticipated that once the Company has consummated the acquisition of an operating company, Mr. Yankowitz may resign some or all of his offices and his directorship in the Company in favor of members of the operating company’s management.

Mr. Yankowitz is currently the President, Treasurer, Secretary and sole director of CoConnect, Inc. (OTC:CCON).

On May 12, 2015, Mr. Yankowitz purchased from PacificWave 40,000,000 shares of Common Stock for an aggregate purchase price of $40,000 ($0.001 per share), reflecting approximately 13.7% of the outstanding shares of Common Stock at that time. The purchase price was evidenced by a promissory note due May 12, 2019 with interest at 3% per annum and secured by the purchased shares. The Company was not a party to this transaction. On May 15, 2015, Mr. Yankowitz sold 500,000 shares at a purchase price of $0.01 per share ($5,000.00) to an unaffiliated purchaser.

The Company was a shell company immediately before the change in control, and remains a shell company following the change in control. The disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed with the Securities and Exchange Commission in (i) the Company’s Current Report on Form 8-K filed on September 12, 2013, (ii) the Company’s Form 10-K for the fiscal year ended December 31, 2012, and the Company’s Forms 10-Q for the fiscal quarters ended March 31, 2013, June 30, 2013 and September 30, 2013, and (iii) the information contained in this Report.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number	Description
10.1	Press Release dated May 12, 2015.
10.2	Stock Purchase Agreement, dated as of May 7, 2015, between the Company and PacificWave.
10.3	Share Purchase Agreement, dated as of May 7, 2015, between Elwood Shepard and PacificWave.
10.4	Addendum to Stock Purchase Agreement and Addendum, dated as of May 7, 2015, between the Company and PacificWave.
10.5	Addendum to Share Purchase Agreement and Addendum, dated as of May 7, 2015, between Elwood Shepard and PacificWave.
10.6	Stock Purchase Agreement, Note and Pledge Agreement dated May 12, 2015, between PacificWave and Bennett J. Yankowitz.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

B4MC Gold Mines, Inc.

(Registrant)

Date: May 15, 2015

By: /s/ Bennett J. Yankowitz, President

(Signature)

EX-10.1 2 f8k051315_ex10z1.htm EXHIBIT 10.1 PRESS RELEASE Exhibit 10.1 Press Release

PacificWave Partners Limited Announces Acquisition of Controlling Interest in B4MC Gold Mines, Inc.

BEVERLY HILLS, CA, May 12, 2015 – PacificWave Partners Limited (PacificWave Partners), an innovative global merchant bank and investment management firm, announced that on May 12, 2015 it closed, on behalf of itself and a group of private investors based in Europe, the acquisition of a controlling interest in B4MC Gold Mines, Inc. (OTCQB: BFMC), a publicly traded Nevada corporation (the Company). The transaction consisted of (1) the purchase from one of the Company’s shareholders of 26,023,800 shares of the Company’s common stock, representing 61.3% of the outstanding shares, and (2) the purchase from the Company of 248,976,200 newly issued shares.

The aggregate purchase price was $275,000 ($0.001 per share). A total of $45,000 of the purchase price is being held in escrow pending the performance of certain closing conditions, including the requirement that the Company bring current its required filings under the Securities Exchange Act of 1934. The proceeds paid to the Company ($248,976.20) were used to repay certain outstanding liabilities of the Company, for transaction costs and to fund a portion of the escrow. Other terms of the transaction were not disclosed. The Company is a publicly traded shell corporation with no current operations.

Henrik Rouf, Managing Director of PacificWave Partners, stated: “With the acquisition of a controlling interest in B4MC Gold Mines, Inc., and the related private financing, we now have a platform for the acquisition of an operating company through a reverse merger or similar transaction. We are currently in the process of evaluating potential acquisition target companies in the global environmental remediation markets and other market sectors.”

About PaciﬁcWave Partners

PaciﬁcWave Partners is a privately held global merchant bank and investment management ﬁrm. The Company provides a wide range of ﬁnancial services to privately held and publicly traded companies in the United States, Europe and Asia. Services include investment management solutions for high-net-worth individuals, assistance with private placements, reverse mergers and alternative public offerings. Founded in 2004, the ﬁrm has representative ofﬁces in worldwide.

Disclaimer – Forward Looking Statements and Restricted Securities

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expected,” “anticipates,” “draft,” “eventually” or “projected.” You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements; projected events in this press release may not occur due to unforeseen circumstances, various factors, and other risks identiﬁed in a company's annual report on Form 10-K and other ﬁlings made by the Company.

The shares purchased form the Company were sold in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rules 504, 505, 506 and 903 thereunder. These shares will not be registered under the Securities Act of 1933 or any state securities laws, and unless so registered, may not be reoffered or resold in the United States absent such registration or an applicable exemption therefrom, or in a transaction not subject to the registration requirements of the Securities Act and other applicable securities laws.

Media Contact:

Henrik Rouf

Managing Director, PacificWave Partners Limited

+1 (310) 666-7500

info@pacificwavepartners.com

Information found on PacificWave Partners’ website and the website of B4MC Gold Mines, Inc. is not incorporated by reference.

EX-10.2 3 f8k051315_ex10z2.htm EXHIBIT 10.2 STOCK PURCHASE AGREEMENT Exhibit 10.2 Purchase Agreement

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (“Share Agreement”) is made as of the 7th day of May, 2015, by and between PacificWave Partners Limited (the “Share Purchaser”) and Elwood Shepard (the “Seller”).

RECITALS

The Seller owns 26,023,800 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of B4MC Gold Mines, Inc., a Nevada corporation (the “Company”).

The Seller desires to sell 26,023,800 Shares to the Share Purchaser, and the Share Purchaser desire to purchase the Shares from the Seller, on the terms and subject to the conditions set forth herein.

Pursuant to a Stock Purchase Agreement, dated May __, 2015 (the “Company Agreement”), between the Company and the Share Purchaser, the Share Purchaser has agreed to purchase from the Company 248,976,200 newly issued shares of Common Stock.

SHARE AGREEMENT

It is agreed as follows:

PURCHASE AND SALE OF SHARES. In reliance upon the representations and warranties of the Seller and the Share Purchaser contained herein and subject to the terms and conditions set forth herein, at Closing, the Share Purchaser shall purchase, and the Seller shall sell to the Share Purchaser, the Shares as follows:

1.1

Consideration for the Shares. As consideration for the purchase of 26,023,800 Shares, Share Purchaser shall pay to Seller, or their assigns, the gross sum of $26,023.80 on a date mutually agreed to by the parties that is not later than May 31, 2015 (the “Closing Date”).

CLOSING.

2.1

Date and Time. Subject to all of the terms and conditions set forth in this Share Purchase Agreement being satisfied, the closing of the sale of Shares contemplated by this Share Agreement (the “Closing”) shall take place on the Closing Date and at such place as the Seller and the Share Purchaser shall mutually agree. The Closing shall not occur until the Company made all required filings with the Securities and Exchange Commission (the “SEC”) pursuant to the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), including without limitation Section 12(g) thereof, through the Closing Date; specifically, the Company must file Form 10-Ks for the years ended December 31, 2013 and 2014, and Forms 10-Q the three month periods ended March 31, 2014, June 30, 2014, September 30, 2014, and March 31, 2015 (the “SEC Filings”). In the event that the Closing has not occurred and the Share Purchaser has failed to deliver the $26,023.80 consideration by the later of (a) the date that is 10 days after the SEC Filings have been duly filed and become effective under the Exchange Act and (b) the Closing Date, other than a failure to close due to a default, material breach of representation or failure to satisfy any condition by or on behalf of the Seller, then the Seller shall have the option to terminate this Agreement with no liability or obligation to Share Purchaser.

2.2

Reserved.

2.3

Deliveries by Seller. At the Closing, the Seller will deliver to the Share Purchaser the certificate[s] representing the Shares, duly endorsed or delivered with stock powers appropriately executed, in either case with medallion signature guarantee[s], in the name of the Share Purchaser, against delivery to the Seller by the Share Purchaser of the items set forth above.

2.4

Conditions to Share Purchaser’s Obligations. Share Purchaser’s obligations to consummate the other transactions contemplated hereby are subject to the fulfillment or satisfaction, prior to or on the Closing Date, of the following conditions; provided that these conditions are for Share Purchaser’s sole benefit, as applicable, and may be waived only by Share Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof:

2.4.1

The representations and warranties of the Seller herein shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Seller shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Seller at or prior to the Closing Date.

2.4.2

The Company shall have duly filed with the SEC the SEC Filings.

2.4.3

Seller shall have delivered to Share Purchaser evidence as of a date within 10 days prior to the Closing Date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Nevada.

2.4.4

The Company Agreement shall have been duly executed and all conditions to the obligations of Share Purchaser thereunder shall have been satisfied or duly waived, and the closing thereunder shall have occurred simultaneously with the Closing.

2.4.5

Receipt not less than 10 prior to the Closing Date of (i) all Records, (ii) a current shareholder list of the Company and (iii) copies of all federal and state tax returns filed by the company for all tax years and periods commencing January 1, 2010.

REPRESENTATIONS AND WARRANTIES OF THE SELLER.

As a material inducement to the Share Purchaser to enter into this Share Agreement and to purchase the Shares, the Seller represents and warrants that the following statements are true and correct in all material respects as of the date hereof and will be true and correct in all material respects at Closing, except as expressly qualified or modified herein.

3.1

Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has full corporate power and authority to enter into and perform its obligations under this Share Agreement, and to own its properties and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to do business as a foreign corporation in every jurisdiction in which the failure to so qualify would have a material adverse effect upon the Company. The Company has no subsidiaries.

3.2

Validity of Transactions. This Share Agreement, and each document executed and delivered by the Seller in connection with the transactions contemplated by this Share Agreement, have been duly authorized, executed and delivered by the Seller and is each the valid and legally binding obligation of the Seller, enforceable in accordance with its terms.

3.3

Valid Issuance of Shares. The Shares that are being sold to the Share Purchaser hereunder are duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Share Agreement and under applicable federal and state securities laws, will be free of all other liens, security interests and adverse claims.

3.4

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, security interests, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Share Purchaser pursuant to this Share Agreement, the Seller will transfer to the Share Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, security interests, equities, assessments and claims.

3.5

No Violation. The execution, delivery and performance of this Share Agreement will not violate any law or any order of any court or government agency applicable to the Company, as the case may be, or the Articles of Incorporation or Bylaws of the Company, and will not result in any breach of or default under, or, except as expressly provided herein, result in the creation of any encumbrance upon any of the assets of the Company pursuant to the terms of any agreement or instrument by which the Company or any of its assets may be bound.

3.6

Capitalization. The authorized capital stock of the Company consists of 750,000,000 Shares of Common Stock, par value $0.001 per share, of which 42,487,651 shares are issued and outstanding as of the date of this Agreement. All outstanding Shares of Common Stock (the, “Capital Stock”) are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable laws, including pursuant to registration under, or valid exemptions from, federal securities laws and any applicable state securities (or blue sky) Laws. (A) No shares of Capital Stock of the Company are subject to preemptive rights or any other similar rights or any liens suffered or permitted by the Company; (B) except as reported in the Company’s SEC reports, Seller are not aware of any outstanding options, rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of the Company, or agreements or other arrangements by which the Company is or may become bound to issue additional shares of Capital Stock of the Company or options, rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of the Company; (C) except as reported in the Company’s SEC reports, Seller are not aware of any agreements or other arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act of 1933; (D) except as reported in the Company’s SEC reports, Seller are not aware of any outstanding securities or instruments of the Company that contain any redemption or similar provisions, and Seller are aware of no agreements or other arrangements by which the Company is or may become bound to redeem a security of the Company, and Seller are aware of no other stockholder agreements or similar agreements to which the Company, or, to the knowledge of the Seller, any holder of Capital Stock of the Company is a party; (E) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (F) to the Seller’s knowledge, no officer or director of the Company or beneficial owner of any outstanding shares of Common Stock has pledged shares of Company Common Stock in connection with a margin account or other loan secured by such Company Common Stock. There is no voting trust, agreement or arrangement among any of the record or beneficial holders of Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Company Stock.

3.7

Financial Statements. The unaudited balance sheet of the Company as of March 31, 2015 (the “Company Balance Sheet Date”) and the unaudited balance sheet of the Company as of such date (referred to herein as the “Company Balance Sheet”), and the unaudited statement of operations, stockholders’ equity and cash flows of the Company for the three months ended March 31, 2015 and (b) the audited balance sheet of the Company as of December 31, 2014 and the audited statement of operations, stockholders’ equity and cash flows of the Company for the twelve-months ended December 31, 2014 (collectively, the “Company Financial Statements (including the notes thereto)) (i) are consistent with the books and records of the Company, (ii) fairly present in all material respects the financial condition of the Company as of the dates thereof and the results of their operations and cash flows, as applicable, for the periods then ended (subject, in the case of unaudited statements and the half-year statement, to normal year-end audit adjustments), and (iii) have been prepared in accordance with generally accepted accounting principals (“GAAP”) applied on a basis consistent with prior accounting periods.

3.8

No Undisclosed Liabilities. To the Seller’s knowledge, the Company has no obligations or liabilities, whether direct or indirect, known or unknown, accrued, absolute or contingent, liquidated or unliquidated or due or to become due, except (a) to the extent set forth on or reserved against in the Company Balance Sheet or disclosed in the notes to the Company Financial Statements, (b) liabilities incurred, and obligations for agreements entered into and obligations under agreements entered into, in the ordinary course of business since the Company Balance Sheet Date, and (c) liabilities incurred by the Company in connection with the transactions contemplated hereby or by the Company Agreement.

3.9

Taxes. All required federal, state and local tax returns of the Company have been accurately prepared and duly and timely filed through the year ended December 31, 2014, and all federal, state and local taxes required to be paid with respect to the periods covered by such tax returns have been paid. Due to a lack of income to the Company for several years, the Seller is aware of no outstanding federal, state or local tax liabilities for 2013 or 2014. To the Seller’s knowledge, the Company is not and has not been delinquent in the payment of any tax. To the Seller’s knowledge, the Company has not had a tax deficiency assessed against it. To the Seller’s knowledge, none of the Company’s federal income tax returns nor any state or local income or franchise tax returns has been audited by governmental authorities. The Seller are unaware of any federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to taxes or any tax returns of the Company now pending, and the Seller believe that the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to taxes or any tax returns. The Seller believes that the Company does not have, and has not at any time ever had, any “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1968 (“ERISA”), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, options, or other forms of incentive compensation or post-retirement compensation or any obligations under or with respect to any such plans. The Seller believe that the Company is not subject to contingent liability under ERISA with respect to any “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

3.10

No Brokers. The Seller is not aware of any claim by any person who has, or as a result of the transactions contemplated by this Agreement will have, any right or valid claim against the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity. The Seller agrees to indemnify and hold Share Purchaser harmless from and against any and all loss, claim or liability arising out of any claim by any Person for any such commission, fee or other compensation.

3.11

Litigation. The Seller is not aware of any claim, legal action, suit, demand letter, arbitration, investigation or pending or possible enforcement action or other legal, administrative, regulatory or other governmental proceeding or hearing (“Litigation”) before or by any governmental authority pending or, to the knowledge of the Seller, threatened against or affecting the Company or any of its properties, assets or business, or any officer or director of the Company in connection with his or her status as a director or officer of the Company. To the knowledge of the Seller, no officer or director of the Company nor, to the knowledge of the Seller, any holder of more than five percent of the outstanding securities of the Company has been involved in securities-related Litigation during the past 10 years. To the knowledge of the Seller, none of the Company or any of its officers or directors is under any investigation by any governmental authority related to the conduct of the Company’s business, and there are no incidents, transactions or circumstances which might reasonably be expected to trigger such an investigation.

3.12

Disclosure. All of the information provided by, or on behalf of, the Seller regarding the Company or any of its officers, directors, employees, agents or other representatives to Share Purchaser or its representatives for purposes of, or otherwise in connection with, the preparation of any filings to be made with any governmental authority in connection with the consummation of the transactions contemplated hereby is accurate and complete in all material respects to the best of Seller’s knowledge. There is no fact relating to the Company known to the Seller that the Seller has not disclosed to Share Purchaser in writing that materially and adversely affects nor, insofar as the Seller can now foresee, will materially and adversely affect, the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company. To the best of the Seller’s knowledge, no representation or warranty by the Company or the Seller herein and no information disclosed in the schedules or exhibits hereto by the Company contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein misleading. The minute books and records of the Company (the “Records”) which have been made available to Share Purchaser and its counsel, in connection with their due diligence investigation of the Company for the periods from their respective inception dates to the date of this Agreement, are all of the minute books and all of the material corporate records of the Company and contain copies of all material proceedings of the stockholders, the boards of directors and all committees of the boards of directors of the Company. The Seller is not aware of any material meetings, resolutions or proceedings of the stockholders, board of directors or any committees of the board of directors of the Company other than those reflected in such minute books and other records provided to Share Purchaser and its counsel.

3.13

Survival. The representations and warranties of the Seller made in this Section 3 of this Agreement shall survive the Closing for the period ending 180 days from Closing; provided that this Section 3.13 shall not limit any claim for fraud, intentional breach or willful misconduct.

3.14

Limitation of Liability. Notwithstanding the foregoing Sections 3.1 through 3.14 or any other provisions of this Agreement, the aggregate liability of the Seller from any cause whatsoever arising out of the Share Purchases set out in this Agreement will not, in any event, exceed the aggregate of the amount paid by the Share Purchaser pursuant to this Agreement and the Company Agreement.

3.15

No Other Agreement. Except as disclosed herein, as of the date of this Agreement, the Seller is not a party nor intend to become a party to any agreement with the Share Purchaser, including any release agreements, share assignment, nor business arrangement.

REPRESENTATIONS AND WARRANTIES OF THE SHARE PURCHASER.

The Share Purchaser hereby represents, warrants, and covenants with the Seller as follows:

4.1

Share Purchaser Sophistication and Ability to Bear Risk of Loss. The Share Purchaser acknowledges that he is able to protect his interests in connection with the acquisition of the Shares and can bear the economic risk of investment in such securities without producing a material adverse change in Share Purchaser’s financial condition. The Share Purchaser otherwise has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of the investment in the Shares.

FURTHER ASSURANCES; COOPERATION. Each party hereto will, before, at, and after the Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Share Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the request of the Company or the Share Purchaser, and without further consideration, the Seller (a) will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as the Company or the Share Purchaser may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to the Share Purchaser, and to confirm the Share Purchaser’s title to, the Shares, and (b) will execute such documents as and take such action as the Company or the Share Purchaser may reasonably deem necessary or desirable in order to prepare and file any future SEC Reports that the Company seeks to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange.

MISCELLANEOUS.

6.1

Governing Law. This Share Agreement shall be governed by and construed under the laws of the State of Nevada.

6.2

Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

6.3

Entire Agreement. This Share Agreement and the Exhibits hereto and thereto, and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Share Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Share Agreement, except as expressly provided herein.

6.4

Severability. In case any provision of this Share Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.5

Amendment and Waiver. Except as otherwise provided herein, any term of this Share Agreement may be amended, and the observance of any term of this Share Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), with the written consent of the Seller and the Share Purchaser. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each future holder of any security purchased under this Share Agreement (including securities into which such securities have been converted) and the Seller.

6.6

Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Share Agreement are for convenience of reference only and are not to be considered in construing this Share Agreement.

6.7

Joint Drafting. This Share Agreement shall be deemed to have been drafted jointly by the Parties hereto, and no inference or interpretation against any one party shall be made solely by virtue of such party allegedly having been the draftsperson of this Share Agreement.

6.8

Acknowledgments and Assent. The Seller and the Share Purchaser acknowledge that they have been given a number of weeks to consider the terms and conditions of this Share Agreement; and they have been respectively advised to consult with an independent attorney prior to signing this Share Agreement and they each have in fact consulted with independent counsel of their own choosing prior to executing this Share Agreement. The parties agree that they have read this Share Agreement and understand the content herein, and freely and voluntarily assent to all of the terms herein.

-----SIGNATURE PAGE FOLLOWS-----

IN WITNESS WHEREOF, the parties have executed this Share Agreement as of the date first set forth above.

SHARE PURCHASER:

PACIFICWAVE PARTNERS LIMITED

By: /s/Henrik Rouf

Henrik Rouf

Its: Managing Director

SELLER:

ELWOOD SHEPARD

/s/ Elwood Shepard

EX-10.3 4 f8k051315_ex10z3.htm EXHIBIT 10.3 SHARE PURCHASE AGREEMENT Exhibit 10.3 PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT

RECITALS

The Seller owns 26,023,800 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of B4MC Gold Mines, Inc., a Nevada corporation (the “Company”).

SHARE AGREEMENT

It is agreed as follows:

1.1

CLOSING.

2.1

2.2

Reserved.

2.3

2.4

2.4.1

2.4.2

The Company shall have duly filed with the SEC the SEC Filings.

2.4.3

2.4.4

2.4.5

REPRESENTATIONS AND WARRANTIES OF THE SELLER.

3.1

3.2

3.3

3.4

3.5

3.6

3.7

Financial Statements. The audited balance sheet of the Company (referred to herein as the "Company Balance Sheet") as of December 31, 2012 (the "Company Balance Sheet Date") and the audited statement of operations, stockholders' equity and cash flows of the Company for the twelve-months ended December 31, 2012 (collectively, the "Company Financial Statements (including the notes thereto)) (i) are consistent with the books and records of the Company, (ii) fairly present in all material respects the financial condition of the Company as of the dates thereof and the results of their operations and cash flows, as applicable, for the periods then ended (subject, in the case of unaudited statements and the half-year statement, to normal year-end audit adjustments), and (iii) have been prepared in accordance with generally accepted accounting principals (“GAAP”) applied on a basis consistent with prior accounting periods.

3.8

3.9

3.10

3.11

3.12

3.13

3.14

3.15

REPRESENTATIONS AND WARRANTIES OF THE SHARE PURCHASER.

The Share Purchaser hereby represents, warrants, and covenants with the Seller as follows:

4.1

MISCELLANEOUS.

6.1

Governing Law. This Share Agreement shall be governed by and construed under the laws of the State of Nevada.

6.2

6.3

6.4

6.5

6.6

Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Share Agreement are for convenience of reference only and are not to be considered in construing this Share Agreement.

6.7

6.8

-----SIGNATURE PAGE FOLLOWS-----

IN WITNESS WHEREOF, the parties have executed this Share Agreement as of the date first set forth above.

SHARE PURCHASER:

PACIFICWAVE PARTNERS LIMITED

By: Henrik Rouf

Henrik Rouf

Its: Managing Director

SELLER:

ELWOOD SHEPARD

/s/ Elwood Shepard

EX-10.4 5 f8k051315_ex10z4.htm EXHIBIT 10.4 ADDENDUM TO STOCK PURCHASE AGREEMENT Exhibit 10.4 Addenda to Stock Purchase Agreement

ADDENDUM TO

STOCK PURCHASE AGREEMENT

Notwithstanding anything to the contrary contained in that STOCK PURCHASE AGREEMENT ("Agreement") of even date by and among B4MC GOLD MINES, INC. a Nevada corporation (referred to herein as "Seller" or "Company") and PACIFICWAVE PARTNERS LIMITED (the "Purchaser"), Purchaser and Seller agree as follows:

Upon execution of the Agreement, the Purchaser shall escrow the $248,976.20 purchase price in the attorney IOLTA account of David S. Hunt (“Escrow Holder”) as follows:

ACCOUNT NAME:

The Hunt Law Corporation, P.C. Trust Account

66 Exchange Place, First Floor

Salt Lake City, Utah 84111

ACCOUNT NO.:

05037790-2

ABA ROUTING NO.:

124000054

BANK:

Zions Bank

Salt Lake City, Utah

Upon execution of the Agreement, in accordance with Section 3 of the Agreement, the Seller shall deliver to the Purchaser (i) the certificate[s] representing the Shares, duly endorsed or delivered with stock powers appropriately executed, in either case with medallion signature guarantee[s], in the name of the Purchaser, (ii) the Releases referred to in Section 8 of the Agreement and (iii) a resignation of the sole director of the Seller, effective upon due appointment of a successor thereto, together with a duly adopted written consent of the board of directors of Seller appointing Bennett J. Yankowitz as the sole director and the president, treasurer and secretary of Seller. Upon the receipt of such share certificate, Releases, resignation and written consent the Closing under the Agreement shall have been deemed to take place, and Escrow Holder is instructed thereupon to release $205,000 of the amounts in escrow to Seller. The forgoing shall constitute an “instruction” to release $205,000 of the Escrowed Funds per Section 3 of the Escrow Agreement. Escrow Holder shall continue to hold in escrow the $43,976.20 balance of the purchase price (the “Liquidated Damages Amount”) in accordance with the provisions of this Agreement.

Purchaser and Seller hereby agree as follows with respect to the release of the Liquidated Damages Amount. If (i) Seller has, not later than June 3, 2015, completed its financial statements and delivered all materials to its independent auditors necessary for such auditors to commence the audit thereof and in addition (ii) Seller has, not later than June 30, 2015, satisfied all of the conditions set forth in Section 8 of the Agreement in all material respects, then, the Escrow Holder is authorized to release the Escrow Amount to Seller. If the conditions set forth in clauses (i) and (ii) of this Section 3 have not been satisfied by the dates indicated, then Escrow Holder shall return the Liquidated Damages Amount to Purchaser as liquidated damages.

PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH PURCHASER MAY SUFFER AS A RESULT OF THE FAILUE OF ANY SUCH CONDITION DUE TO THE A CAUSE OTHER THAN A DEFAULT BY PURCHASER. THEREFORE PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES THAT PURCHASER WOULD SUFFER IN THE EVENT OF A FAILUE OF SUCH A CONDITION IS AND SHALL BE, AS PURCHASER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AMOUNT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY SELLER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER.

IN WITNESS WHEREOF, the parties have executed this Addendum to the Agreement as of May 7, 2015.

SELLER/COMPANY

PURCHASER

B4MC Gold Mines, Inc.

PacificWave Partners Limited

By: /s/ Elwood Shepard

By: /s/ Henrik Rouf

Its: President

Its: Managing Director

EX-10.5 6 f8k051315_ex10z5.htm EXHIBIT 10.5 ADDENDUM TO SHARE PURCHASE Exhibit 10.5 Addenda to Share Purchase Agreements

ADDENDUM TO

SHARE PURCHASE AGREEMENT

Notwithstanding anything to the contrary contained in that Share Purchase Agreement (“Share Agreement”) of even date by and between PacificWave Partners Limited (the “Share Purchaser”) and Elwood Shepard (the “Seller”), Share Purchaser and Seller agree as follows:

Upon execution of the Share Agreement, the Share Purchaser shall escrow the entire purchase price of $26,023.80 in the attorney IOLTA account of David S. Hunt (the “Escrow Holder”) as follows:

ACCOUNT NAME:

The Hunt Law Corporation, P.C. Trust Account

66 Exchange Place, First Floor

Salt Lake City, Utah 84111

ACCOUNT NO.:

05037790-2

ABA ROUTING NO.:

124000054

BANK:

Zions Bank

Salt Lake City, Utah

Upon execution of the Share Agreement, in accordance with Section 2.3 of the Share Agreement, the Seller shall deliver to the Share Purchaser the certificate[s] representing the Shares, duly endorsed or delivered with stock powers appropriately executed, in either case with medallion signature guarantee[s], in the name of the Share Purchaser. The Closing under the Share Agreement shall have been deemed to take place upon the receipt of such share certificate by Purchaser. Notwithstanding anything to the contrary herein, the Share Purchaser and Seller agree that the Escrow Holder is authorized to release the $25,000 contemporaneously upon the receipt of the 26,023,800 shares to Purchaser, PacificWave Partners Limited, at 468 N. Camden Drive, Suite 350, Beverly Hills, CA 90210. The forgoing shall constitute an “instruction” to release the Escrowed Funds per Section 3 of the Escrow Agreement.

Share Purchaser and Seller hereby agree as follows with respect to the release of the remaining escrowed $1,023.80 of the purchase price. If (i) the Company has, not later than June 3, 2015, completed its financial statements and delivered all materials to its independent auditors necessary for such auditors to commence the audit thereof, and in addition (ii) Seller has, not later than June 30, 2015, satisfied all of the conditions set forth in Section 2.4 of the Agreement in all material respects, then, the Escrow Holder is authorized to release all of the escrowed funds to Seller. If the conditions set forth in clauses (i) and (ii) of this Section 3 have not been satisfied by the dates indicated, then Escrow Holder shall return to Share Purchaser $1,023.80 of the amounts held in escrow (the “Liquidated Damages Amount”) as liquidated damages and shall pay the remainder thereof to Seller.

The 10-day waiting period set out in Section 2.4.5 is hereby waived and reduced to 1 day.

SHARE PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SHARE PURCHASER MAY SUFFER AS A RESULT OF THE FAILUE OF ANY SUCH CONDITION DUE TO THE A CAUSE OTHER THAN A DEFAULT BY SHARE PURCHASER. THEREFORE SHARE PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES THAT SHARE PURCHASER WOULD SUFFER IN THE EVENT OF A FAILUE OF SUCH A CONDITION IS AND SHALL BE, AS SHARE PURCHASER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AMOUNT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY SELLER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SHARE PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SHARE PURCHASER.

IN WITNESS WHEREOF, the parties have executed this Addendum to Share Agreement as of May 7, 2015.

SHARE PURCHASER:

PACIFICWAVE PARTNERS LIMITED

By: /s/ Henrik Rouf

Henrik Rouf

Its: Managing Director

SELLER:

ELWOOD SHEPARD

By: /s/ Elwood Shepard

EX-10.6 7 f8k051315_ex10z6.htm EXHIBIT 10.6 STOCK PURCAHSE AGREEMENT, NOTE AND PLEDGE AGREEMENT Exhibit 10.6 Stock Purchase Agreement

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of May 12, 2015 (this “Agreement”), is between PACIFICWAVE PARTNERS LIMITED (“PacificWave”), and BENNETT J. YANKOWITZ (the “Buyer”), and is made in reference to the following facts:

Pursuant to a Share Purchase Agreement dated as of May 12, 2015 between PacificWave Partners Limited and B4MC Gold Mines, Inc., as amended (the “B4MC Agreement”), PacifcWave agreed to purchase 248,976,200 shares of the common stock (“Shares”) of B4MC Gold Mines, Inc., a Nevada corporation (the “Company”), for an aggregate purchase price of $248,976.20 ($0.001 per Share).

Effective as of the Closing under the B4MC Agreement, PacificWave wishes to sell to Buyer, and Buyer wishes to purchase, 40,000,000 of such Shares (the “Purchased Shares”) at such purchase price per Share.

Buyer and each Seller hereby agree as follows:

Definitions. Capitalized terms not otherwise defined in this agreement have the meanings ascribed to them in the B4MC Agreement.

Purchase.

(a)

PacificWave hereby to sell to Buyer, and Buyer agrees to purchase, effective as of the Closing, the Purchased Shares, for an aggregate purchase price of $40,000.00 ($0.001 per Share) (the “Purchase Consideration”).

(b)

The Purchase Consideration shall be evidenced by a promissory note of Seller to the order of PacificWave in the form of Exhibit A to this Agreement and shall be secured by a pledge agreement in the form of Exhibit B to this Agreement.

Authority and Reliance. Each of Buyer and PacificWave represents and warrants to the other that he or it has full power and authority to execute this Agreement and to make the representations contained herein.

Acquired Entirely for Own Account. Buyer represents and warrants to PacificWave that he is acquiring the Purchased Shares only for investment for an indefinite period for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same. Buyer further represents that he does not have any contract, undertaking or arrangement with any person to sell, transfer or grant a participation to any person with respect to any of the Purchased Shares.

Representations and Warranties. Buyer represents and warrants to PacificWave that he has knowledge and experience in financial and business matters so that he is capable of evaluating the merits and risks of his investment in the Company and of protecting his own interests in connection therewith. Buyer is an accredited investor, as defined in Rule 501 under the Securities act of 1933 (the “Securities Act”).

Further Transfers. Buyer will not sell, transfer, pledge or otherwise dispose of or encumber any of the Purchased Shares unless and until (a) such Shares are subsequently registered under the Act and each applicable state securities law; or (b) (i) an exemption from such registration is available thereunder and (ii) Buyer has notified the Company of the proposed transfer and has furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, or provided other assurances reasonably satisfactory to the Company, that such transfer will not require registration of such shares under the Securities Act. Buyer understands that the Company is not obligated, and does not intend, to register any of the Shares under the Act or any state securities laws.

Currency. References to dollars and the symbol “$” are to United States Dollars.

In witness whereof, the Buyer and PacificWave have executed this Agreement as of the date first written above.

PacificWave:

PacificWave Partners Limited

By:/s/ Henrik Rouf

Henrik Rouf, Managing Director

Buyer:

By:/s/ Bennett J. Yankowitz

Bennett J. Yankowitz

EXHIBIT A

FORM OF NOTE

SECURED PROMISSORY NOTE

$40,000.00

May 12, 2015

Los Angeles, California

For value received, BENNETT J. YANKOWITZ (“Maker”), promise to pay to the order of PACIFICWAVE PARTNERS LIMITED, a Gibraltar corporation (“Payee”), at Islands Brygge 75B – Penthouse One, Copenhagen S 2300, Copenhagen, Denmark, or at such other location as Payee may from time to time designate, the principal sum of Forty Thousand and No/100 Dollars ($40,000.00), or so much thereof as shall be outstanding from time to time, together with interest thereon from the date hereof until this Note has been paid in full on the terms and conditions contained herein.

Interest shall be computed, and principal and interest shall be due and payable, as follows:

(a)

Interest shall accrue on the outstanding principal balance hereunder at a rate equal to the lesser of (i) 3.0 percent per annum and (ii) the highest annual rate that may lawfully be charged and collected under applicable law on the obligations evidenced by this Note. Interest hereunder shall be computed on the basis of a 365-day year and actual days elapsed. Interest shall accrue until paid pursuant to Section 1(b) of this Note or upon a prepayment pursuant to Section 4 of this Note.

(b)

The entire unpaid principal balance, together with all accrued and unpaid interest, shall be due and payable on May 12, 2019 (the “Maturity Date”).

Any overdue payment on this Note shall bear interest at a rate of 5.0 percent per annum until the date actually paid.

All payments shall be applied first to interest on the outstanding principal balance at the interest rate stated in this Note and any balance shall then be applied to reduction of principal, and interest shall thereafter cease on the principal so paid. Principal and interest shall be payable in lawful money of the United States.

Maker shall have the right to prepay this Note, in whole or in part, at any time without premium or penalty.

This Note is secured by a Pledge Agreement of even date herewith from Maker to Payee (the “Pledge Agreement”).

The occurrence of any of the following shall constitute an “Event of Default” hereunder:

(a)

Default in the payment of any installment of interest or principal on this Note when due or in the performance of any other obligation of Maker hereunder pursuant to the terms hereof.

(b)

The filing by Maker of any petition for relief under any applicable bankruptcy or insolvency law.

(c)

The occurrence of an event of default under the Pledge Agreement.

Upon the occurrence of any such Event of Default, then in addition to all other rights and remedies set forth herein, or at law or in equity, the entire unpaid balance of principal on this Note, together with all accrued interest thereon may be declared by Payee to be immediately due and payable without notice to Maker.

If this Note is not paid when due or if an Event of Default occurs, Maker promises to pay all costs of collection, including, but not limited to, reasonable attorneys' fees incurred by Payee on account of such collection, whether or not suit is filed hereon.

If the Maker shall sell, transfer, convey or assign its interest in the property secured by the Pledge Agreement or any part thereof without the written consent of Payee, then the entire unpaid balance of principal on this Note, together with all accrued interest hereon, may be declared by Payee to be immediately due and payable without notice to Maker.

Except as expressly provided herein, Maker waives presentment, demand, notice, protest and all other demands or notices in connection with the delivery, acceptance, endorsement, performance, default, or enforcement of this Note, assents to any and all extensions or postponements of the time of payment or any other indulgence, to any substitution, exchange, or release of security, or to the addition or release of any other party or person primarily or secondarily liable.

10.

This Note shall be governed by and construed in accordance with the laws of the State of California.

11.

Reference in this Note to “Payee” shall mean the original Payee hereunder so long as such payee shall be the holder of this Note and thereafter shall mean any subsequent holder of this Note.

12.

Time is of the essence of each obligation of Maker hereunder.

13.

No delay or omission on the part of Payee in exercising any rights hereunder, or any other instrument given to secure this Note, whether before or after a default or Event of Default hereunder or under said instruments, shall operate as a waiver of such right or default or Event of Default or of any other right hereunder or under said instruments, and the acceptance at any time by Payee of any past-due amounts shall not be deemed to be a waiver of the right to require prompt payment when due of any other amounts then or thereafter due and payable hereunder or thereunder.

14.

In the event that any provision of this Note shall become declared inoperable by any Court or become inoperable as a result of any law or ruling hereafter adopted by any governmental authority, the remainder of its terms shall remain in full force and effect and modification of the terms hereof required by law shall apply as though the same were an original term or condition hereof.

15.

The remedies of Payee as provided herein or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively, or together at the sole discretion of Payee.

16.

Maker may not assign its duties and obligations under this Note without the prior written consent of Payee, which consent may be given or denied in Payee's sole and absolute discretion. Payee may not assign its rights, duties and obligations under this Note to any person or entity, other than an affiliate of Payee, without the prior written consent of Maker, which consent may be given or denied in Maker's sole and absolute discretion.

17.

If there is more than one Maker under this Note, their obligations shall be joint and several.

/s/ Bennett J. Yankowitz

Bennett J. Yankowitz

EXHIBIT B

FORM OF PLEDGE AGREEMENT

PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of May 12, 2015, is made by BENNETT J. YANKOWITZ (the “Pledgor”), in favor of PACIFICWAVE PARTNERS LIMITED, a Gibraltar corporation (the “Company”), with reference to the following facts:

The Company has agreed to make a loan (the “Loan”) to the Pledgor on the terms set forth in and subject to a $40,000.00 Secured Promissory Note, dated as of even date herewith, by and between the Company and the Pledgor (as same may be amended, supplemented or otherwise modified from time to time, the “Note”); and

It is a condition precedent to the obligation of the Company to make the Loan that the Pledgor execute and deliver this Pledge Agreement granting to the Company as security for the Loan and the Pledgor’s obligations under the Note, a first priority security interest in certain of the Pledgor’s property.

NOW, THEREFORE, in consideration of the premises and to induce the Company to make the Loan and for other valuable consideration, the Pledgor hereby agrees with the Company as follows:

Definitions.

When used herein, the terms set forth below shall be defined as follows:

“Collateral” means the Purchased Shares, consisting of 39,500,000 shares of common stock, par value $0.001 per share, of B4MC Gold Mines, Inc. purchased by Pledgor pursuant to the Stock Purchase Agreement, together with all certificates, options, rights, dividends or other distributions in respect thereof, and any and all proceeds of the foregoing.

“Event of Default” has the meaning given it in the Note.

“Obligations” means any and all indebtedness, obligations and liabilities of the Pledgor to the Company of any kind or nature arising out of or in connection with the Note or this Pledge Agreement.

“Purchased Shares” has the meaning set forth in the Stock Purchase Agreement.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of May 12, 2015 between Pledgor and the Company.

Pledge of Collateral. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgor hereby pledges, assigns, and transfers to the Company, and grants to the Company a continuing security interest in and to, all of the Pledgor’s right, title and interest in and to the Collateral. The Pledgor agrees to deliver to the Company the certificate evidencing the Collateral. Concurrently with the delivery to the Company of the certificate representing the Collateral, the Pledgor shall delivered an undated stock power covering such certificate, duly executed in blank by the Pledgor.

Representations, Warranties and Covenants. The Pledgor hereby represents, warrants and covenants that (a) the Pledgor shall defend, at its cost, any action, proceeding or claim affecting the Collateral, (b) the pledgor is the sole legal, record and beneficial owner of, and has good and valid title to, the Collateral, and that the Collateral is and will continue to be free and clear of all security interests, liens and encumbrances and rights and claims of others except in favor of the Company, (c) the Pledgor has the power and authority to execute, deliver and perform the Note and this Pledge Agreement, (d) the Pledgor shall promptly pay all taxes, assessments, fees and other public or private charges when levied or assessed against any Collateral, the Note or this Pledge Agreement, (e) the Pledgor has duly executed and delivered the Note and this Pledge Agreement, and the Note and this Pledge Agreement constitute the legal, valid and binding obligations of the Pledgor, enforceable against the Pledgor in accordance with their respective terms.

Limitations on Duties of the Company. The Company shall be under no duty to (a) collect or protect the Collateral or any proceeds thereof or give any notice with respect thereto, (b) preserve the right of the Pledgor with respect to the Collateral against prior parties, (c) preserve rights against any parties to any instrument or chattel paper that may be a part of the Collateral, (d) sell or otherwise realize upon the Collateral, or (e) seek payment of the Obligations from any particular source. Without limiting the generality of the foregoing, the Company shall not be obligated to take any action in connection with any conversion, call, redemption, retirement, or any other event relating to any of the Collateral.

Voting Rights; Distributions. So long as no Event of Default has occurred, the Pledgor shall be entitled to (a) exercise all voting, consensual, managerial and other rights in connection with the Collateral, and (b) take control of, receive and retain all distributions made by the Company in connection with the Collateral.

Remedies. Upon the occurrence of an Event of Default, all Obligations shall immediately become due and payable without demand or notice of any kind, and the Company may, in addition to such other remedies provided herein, in the Note or by law or otherwise (a) transfer the whole or any part of the Collateral into the name of the Company or the name of its nominee and exercise all voting, consensual, managerial and other rights in connection with the Collateral, (b) take control of, receive and retain all distributions made by the Company in connection with the Collateral, (c) bring legal action against the Pledgor following written notice, and (d) take possession of the Collateral and sell, assign and/or give options to purchase all or any part thereof in one or more parcels upon any exchange or at public or private sale at the option of the Company at any time or times, without advertisement or demand upon or notice to the Pledgor or any other person or entity (all of which are hereby waived), except such notice as is required by applicable statute and cannot be waived, for cash, upon credit or for other property, for immediate or future delivery, at such price or prices and upon such terms as the Company shall, in its sole discretion, deem commercially reasonable, with the right on the part of the Company or its nominee to become the purchaser thereof at any such sale (unless prohibited by statute), free from any equity of redemption and from all other claims, and, after deducting all legal and other expenses for maintaining or selling the Collateral and all reasonable attorneys’ fees, legal or other expenses for collection, sale and delivery, to apply the residue to the proceeds of such sale or sales to pay (or hold as a reserve against) all Obligations. The Company shall have the right to take any action it deems appropriate without the necessity of resorting to any Collateral securing the Note. Any notice to be given to the Pledgor shall be sufficiently served for all purposes if placed in the mail addressed to or left upon the premises at the address noted in Section 8(h) below, and all time for service or delivery of any notice in accordance with any statute shall be deemed to be commercially reasonable if sent or served five (5) days before the event. Notwithstanding the foregoing, the Pledgor recognizes that the Company may be unable to effect a public sale of all or a part of the Collateral and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Company than those of public sales, and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Company has no obligation to delay the sale of any Collateral to permit the Company to register it for public sale under the Securities Act of 1933, as amended. Notwithstanding anything contained herein to the contrary, the Company shall only be entitled to proceed against the Collateral and enforce its rights therein upon the occurrence of an Event of Default and, in such case, only to the extent of the outstanding Obligations.

Attorney-in-Fact. The Pledgor hereby appoints the Company, with full power of substitution, as his true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in its own name, from time to time in the Company’s discretion, for the purpose of carrying out the terms of this Pledge Agreement, after the occurrence of an Event of Default, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Pledge Agreement.

Miscellaneous. This Pledge Agreement is subject to the following additional provisions:

(a)

The Pledgor hereby forever waives presentment, demand, protest, notice of protest and notice of dishonor of the Note and the indebtedness evidenced thereby and this Pledge Agreement. No delay or failure by the Company in the exercise of any right or remedy under the Note or this Pledge Agreement shall constitute a waiver thereof, and no single or partial exercise by the Company of any right or remedy under the Note or this Pledge Agreement shall preclude other or further exercise thereof or the exercise of any other right or remedy. No modification or waiver of the provisions hereof shall be effective unless in writing and signed by the Company, nor shall any waiver be applicable except in the specific instance or matter for which given.

(b)

If any provision of this Pledge Agreement is invalid or unenforceable in any jurisdiction such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, but the foregoing shall not render invalid or unenforceable in such jurisdiction the remainder of this Pledge Agreement or the remainder of such provision or affect the validity or unenforceability of any provision of this Pledge Agreement in any other jurisdiction.

(c)

The Pledgor hereby agrees, out of the proceeds of the Collateral to pay, indemnify and hold the Company harmless from and against all expenses, liabilities and costs, including, without limitation, reasonable attorneys’ fees and expenses, incurred by the Company in the protection, exercise or enforcement of its interests, rights, powers or remedies under the Note and hereunder.

(d)

This Pledge Agreement shall be binding upon and inure to the benefit of the Company and the Pledgor, and their respective heirs, executors, personal representatives, successors and permitted assigns, provided the Pledgor may not assign any of his rights or obligations hereunder without the prior written consent of the Company.

(e)

This Pledge Agreement shall be governed by and construed in accordance with the laws of the State of [state], without giving effect to the principles of choice of law thereof. The Pledgor hereby submits himself for the sole purpose of this Pledge Agreement and any controversy arising hereunder to the exclusive jurisdiction of the courts in the State ofCalifornia, and waives any objection (on the grounds of lack of jurisdiction or forum non conveniens, or otherwise) to the exercise of such jurisdiction over him by any court in the State of California.

(f)

At any time and from time to time, upon the request of the Company, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Company may reasonably request for the purpose of obtaining and preserving the full benefits of the Note and this Pledge Agreement and of the rights and powers therein and herein granted, including, without limitation, for the purpose of perfecting the Company’s security interest in the Collateral.

(g)

This Pledge Agreement and the grant of the security interest contained herein is for collateral purposes only and the Company shall not, by virtue of this Pledge Agreement, by its receipt of distributions on account of the Collateral, or by its exercise of any rights hereunder, be deemed to have any liability for the debts, obligations or liabilities of the Pledgor on account of the Collateral.

(h)

All notices, requests and demands to or upon the Pledgor or the Company under or in connection with this Pledge Agreement or the Note to be effective shall be in writing and shall be sent by reputable overnight courier service or certified mail, return receipt requested, or by facsimile transmission, to the following addresses (or such other address as shall be designated in writing to the other party by written notice):

If to the Pledgor, to:

Bennett J. Yankowitz

468 N. Camden Dr., Suite 350

Beverly Hills, CA 90210

fax: (310) 388-0582

If to the Company, to:

B4MC Gold Mines, Inc.

3651 Lindell Road, Suite D565

Las Vegas, NV 89103

IN WITNESS WHEREOF, the Pledgor has duly executed and delivered this Pledge Agreement the day and year first written above.

/s/Bennett J. Yankowitz

Bennett J. Yankowitz