U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ___________ to ___________
Commission file number: 0-25909
BUCKTV.COM, INC.
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(Name of small business issuer in its charter)
Nevada 86-0931332
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
No.)
865 N Lamb Blvd, Suite 13, PMB 301, Las Vegas, NV 89110
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(Address of principal executive offices) (Zip Code)
719-686-0291
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(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class registered: None Name of each exchange on which
registered: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001
-----------------------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
The issuer is a developmental stage company, and as such has yet to
generate any revenues.
Based on the average if the closing bid and asked prices of the issuer's
common stock on December 31, 2001, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $163,751.
As of December 31, 2001, the issuer had 62,816,920 shares of common stock
outstanding.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
CONTENTS
PAGE
PART I
Item 1. Description of Business........................................3
Item 2. Description of Property.......................................10
Item 3. Legal Proceedings.............................................10
Item 4. Submission of Matters to a Vote of Security Holders...........10
PART II
Item 5. Market for Common Equity and Related Stockholder Matters......11
Item 6. Management's Discussion and Analysis or Plan of Operation.....12
Item 7. Financial Statements..........................................14
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................15
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act...............................................15
Item 10. Executive Compensation........................................16
Item 11. Security Ownership of Certain Beneficial Owners and
Management.. ....16
Item 12. Certain Relationships and Related Transactions................17
Item 13. Exhibits and Reports on Form 8-K..............................17
SIGNATURES ..............................................................18
Forward-Looking Statements
This report contains forward-looking statements. The forward-looking statements
include all statements that are not statements of historical fact. The
forward-looking statements are often identifiable by their use of words such
as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "Plans" or the negative or other variations of those or comparable
terms. Our actual results could differ materially from the anticipated results
described in the forward-looking statements. Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and included
elsewhere in this report.
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(a) BUSINESS DEVELOPMENT
(i) Business Development, Organization and Acquisition Activities
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BuckTV.com, Inc., a developmental stage company, hereinafter referred to as
"the Company", was organized by the filing of Articles of Incorporation with
the Secretary of State of the State of Nevada on September 21, 1998. The
Articles of the Company authorized the issuance of one hundred fifty million
(150,000,000) shares. There are one hundred million (100,000,000) shares of
Common Stock at par value of $0.001 per share and fifty million (50,000,000)
shares of Preferred Stock at par value of $0.001. As of December 31, 2001, the
issuer had 62,816,920 shares of Common Stock outstanding and no Preferred Stock
was issued nor outstanding.
The Registrant was incorporated on September 21, 1998, in the state of Nevada
under the name BuckTV.com, Inc. (hereinafter the "Registrant" or the
"Company"). In connection with its formation, a total of 3,000,000 shares of
its common stock were issued to the founder of the Company. From February 19
through February 28, 1999, the Company sold Seven Hundred Sixty-seven Thousand
Two Hundred (767,200) shares of its common stock in connection with a public
offering at a price of $0.05 per share. The public offering was registered
with the Nevada Securities Division. The Company was issued a permit to sell
securities to the public in the State of Nevada from the Nevada Securities
Division on February 19, 1999 pursuant to Nevada Revised Statutes Chapter
90.490.
This offering was made in reliance upon an exemption from the registration
provisions of Section 5 of the Securities Act of 1993, as amended, pursuant
to regulation D, Rule 504 of the Act. On December 15, 1998, founding
shareholder purchased 3,000,000 shares of the company's authorized but
unissued treasury stock for cash and assets. Thirty-eight Thousand Three
Hundred Sixty Dollars ($38,360) or Seven Hundred Sixty-seven Thousand Two
Hundred (767,200) shares of the Common Stock of the Company during the Offering
to approximately fifty-eight (58) shareholders in the State of Nevada. The
offering was closed March 1, 1999. Additionally, in March of 2000, the Company
has issued Three million (3,000,000) restricted shares of its common stock for
Thirty Thousand Dollars ($30,000) cash. From January 1, 2000 to December 31,
2000, the Company has also issued Two Million Nine Hundred Ten Thousand
(2,910,000) shares of its common stock for services to be rendered by the
recipients. These shares were registered by S-8 filings and were valued at
the market value at or near the time issued. From January 1, 2000 to December
31, 2000, the Company also issued Sixteen Million One Hundred Twenty-four
Thousand and Seven Hundred and Twenty (16,124,720) shares of restricted common
stock for services to be rendered. From January 1, 2001 to December 31, 2001,
the Company issued Thirty-seven Million Fifteen Thousand (37,015,000) shares of
its common stock for services to be rendered by the recipients. These shares
were registered by S-8 filings and were valued at the market value at or near
the time issued. As of December 31, 2001, the Company has sixty-two million
eight hundred sixteen thousand nine hundred twenty shares(62,816,920) of its
$0.001 par value common voting stock issued and outstanding which are held by
approximately One Thousand Four Hundred Ninty-six (1,496) shareholders of
record.
The Company is developmental stage company, which hoped to develop a
genetically engineered Pima cotton seed, with a virus fatal to the bollworm.
It was the company's hope to enter the marketplace as the first genetically
engineered Pima cotton, which is genetically superior in combating
infestations.
New management and ownership of the Company is now pursuing a new direction
for the Company. BuckTV.com, Inc. is a developmental stage company with a new
principal business strategy to market consumer products through an Interactive
WEB site, and to promote this WEB site through commercial radio promotions,
and Internet search engines, utilizing the talent and skills of a famous
radio/television personality. However, there are no assurances or guarantees
that the Company may be able to successfully develop this interactive Web site.
(ii) Principal Products and Principal Markets
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BuckTV.com, Inc. was incorporated to transact any lawful business. The Company
originally hoped to develop a genetically engineered type of Pima cotton seed
with a gene that contains a virus fatal to the pink bollworm, a leaf-munching
pest that can destroy cotton fields. The Company's initial test results were
not positive, and the Company subsequently changed management and control of
its stock to a different group.
3
The new management and ownership of the Company has developed a new principal
business strategy for the Company to market consumer products through an
Interactive WEB site, and to promote this WEB site through commercial radio
promotions, and Internet search engines, utilizing the talent and skills of
a famous radio/television personality.
(iii) Market Research
- ---------------------
The Internet has become a significant marketplace for buying and selling
goods and services. Industry estimates that the amount of goods or services
purchased in online consumer transactions will grow from approximately $2.6
billion in 1997 to approximately $37.5 billion in 2002. Improvements in
security, interface design and transaction-processing technologies have
facilitated an increase in online consumer transactions. Early adopters of
such improvements include online merchants offering broad product catalogs
(such as books, music CDs and toys), those seeking distribution efficiencies
(such as PCs, flowers and groceries) and those offering products and services
with negotiable pricing (such as automobiles and mortgages). The Company
believes that as the volume of online transactions increases, traditional
retailers will offer a wide variety of products and services online. The
Company believes that online companies provide businesses an opportunity to
link Internet customers with like interests. The Internet allows marketers
to collect meaningful demographic information.
The Company's new business strategy relies on advertising by and agreements
with other Internet companies. Any significant deterioration in general
economic conditions that adversely affected these companies could also have
a material adverse effect on the Company's business, results of operations and
financial condition.
(iv) Target Market
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The Company believes that establishing and maintaining brand identity is a
critical aspect of its efforts to attract new customers, Internet traffic and
advertising and commerce relationships. In order to attract new customers,
advertisers and commerce vendors, and in response to competitive pressures,
the Company intends to make a commitment to the creation and maintenance of
brand loyalty among these groups. The Company plans to accomplish this,
although not exclusively, through advertising its Web site through the Cable
Radio Network, various search engines, through other Web sites, marketing its
site to businesses/customers through e-mail, online media, and other marketing
and promotional efforts.
There can be no assurance that brand promotion activities will yield increased
revenues or that any such revenues would offset the expenses incurred by the
Company in building its brands. Further, there can be no assurance that any
new users attracted to BuckTV will conduct transactions over BuckTV.com on a
regular basis. If the Company fails to promote and maintain its brand or
incurs substantial expenses in an attempt to promote and maintain its brand or
if the Company's existing or future strategic relationships fail to promote
the Company's brand or increase brand awareness, the Company's business,
results of operations and financial condition would be materially adversely
affected.
(v) Concept and Products
- ------------------------
The Company, among other things, plans to develop and market its Interactive
Web site, enhance its brands, implement and execute its business and marketing
strategy successfully, continue to develop and upgrade its technology and
information-processing systems, meet the needs of a changing market, provide
superior customer service, respond to competitive developments and attract,
integrate, retain and motivate qualified personnel provided the company can
generate sales and profit.
4
The Company also needs to develop and identify products that achieve market
acceptance by its users and e-Commerce customers. There can be no assurance
that any Internet company, including Oleramma, will achieve market acceptance.
Accordingly, no assurance can be given that the Company's business model will
be successful or that it can sustain revenue growth or be profitable. The
market for Internet products is new, rapidly developing and characterized by an
increasing number of market entrants. As is typical of any new and rapidly
evolving market, demand and market acceptance for recently introduced products
are subject to a high level of uncertainty and risk. Moreover, because this
market is new and rapidly evolving, it is difficult to predict its future
growth rate, if any, and its ultimate size.
(vi) Method of Operation
- ------------------------
The Company plans to offer the sale of consumer products by promoting these
products through an Interactive Web site, based on an auction format, utilizing
the talents and abilities of Mr. Buck Hunter, a major shareholder in the
Company and a Director of the Company, he is also a radio and television
personality.
(vii) Competition
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The market for selling consumer products over the Internet is relatively new,
rapidly evolving and intensely competitive, and the Company expects competition
to intensify further in the future. Barriers to entry are relatively low, and
current and new competitors can launch new sites at a relatively low cost using
commercially-available software. The Company potentially competes with a number
of other companies marketing similar health care products over the Internet.
Competitive pressures created by any of the Company's competitors, could have
a material adverse effect on the Company's business, results of operations and
financial condition. The Company believes that the principal competitive
factors in its market are volume and selection of goods, population of buyers
and sellers, community cohesion and interaction, customer service, reliability
of delivery and payment by users, brand recognition, WEB site convenience and
accessibility, price, quality of search tools and system reliability. Some of
the Company's potential competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial,
marketing, technical and other resources than the Company. In addition, other
online trading services may be acquired by, receive investments from or enter
into other commercial relationships with larger, well-established and
well-financed companies as use of the Internet and other online services
increases.
Therefore, certain of the Company's competitors with other revenue sources
may be able to devote greater resources to marketing and promotional campaigns,
adopt more aggressive pricing policies and devote substantially more resources
to Web site and systems development than the Company or may try to attract
traffic by offering services for free. Increased competition may result in
reduced operating margins, loss of market share and diminished value in the
Company's brands. There can be no assurance that the Company will be able to
compete successfully against current and future competitors. Further, as a
strategic response to changes in the competitive environment, the Company may,
from time to time, make certain pricing, service or marketing decisions or
acquisitions that could have a material adverse effect on its business,
results of operations and financial condition. New technologies and the
expansion of existing technologies may increase the competitive pressures
on the Company by enabling the Company's competitors to offer a lower-cost
service. Certain Web-based applications that direct Internet traffic to
certain Web sites may channel users to trading services that compete with
the Company. Although the Company plans to establish arrangements with
online services and search engine companies, there can be no assurance that
these arrangements will be renewed on commercially reasonable terms or that
they will otherwise bring traffic to the BuckTV.com WEB site. In addition,
companies that control access to transactions through network access or Web
browsers could promote the Company's competitors or charge the Company
substantial fees for inclusion. Any and all of these events could have a
material adverse effect on the Company's business, results of operations
and financial condition.
5
(viii) Industry Conditions and Cyclical Nature
- ----------------------------------------------
Global commerce and the online exchange of information is new and evolving,
it is difficult to predict with any assurance whether the Web will prove to
be a viable commercial marketplace in the long term. The Web has experienced,
and is expected to continue to experience, significant growth in the numbers
of users and amount of traffic. To the extent that the Web continues to
experience increased numbers of users, frequency of use or increased bandwidth
requirements of users, there can be no assurance that the Web infrastructure
will continue to be able to support the demands placed on it by this continued
growth or that the performance or reliability of the Web will not be adversely
affected.
Industry estimates that spending on Internet advertising in the United States
will grow from $940 million in 1997 to $7.7 billion in 2002. The Internet has
become a compelling advertising vehicle that provides advertisers with
targeting tools not available from traditional advertising media. The
interactive nature of the Internet and the development of "click-through"
advertising banners and other feedback tools enable advertisers to measure
impression levels, establish a dialogue with users and receive "real-time"
direct feedback from their target markets.
Such feedback provides advertisers with an effective means to measure the
attractiveness of their offerings among targeted audiences and make
modifications to their advertising campaigns on short notice. Community sites
are generally able to provide advertisers significantly more information
regarding consumers than other Web sites because they collect detailed
demographic data and facilitate the development of user-created affinity
groups. The ability to target advertisements to broad audiences, specific
regional populations, affinity groups or individuals makes community Web site
advertising a highly versatile and effective tool for delivering customized
and cost-effective messages. One indicator of the Internet's popularity as
an advertising medium is the growing number and diversity of Internet
advertisers.
Most early Internet advertisers were technology and Internet-related companies.
Today, a growing number of Internet advertisers consist of traditional,
consumer product and service companies. The diverse audience of users accessing
community sites has made such sites especially attractive to consumer product
and service companies advertising on the Internet. The Company believes that
this trend should continue, and that a wide variety of companies outside the
technology and Internet industries, such as financial services, consumer goods,
automotive and pharmaceutical companies, are or will be increasingly using the
Internet, and community sites in particular, to advertise.
Furthermore, the Web has experienced a variety of outages and other delays as
a result of damage to portions of its infrastructure, and could face such
outages and delays in the future, including outages and delays resulting from
the inability of certain computers or software to distinguish dates in the 21st
century from dates in the 20th century. These outages and delays could
adversely affect the level of Web usage and also the level of traffic for
BuckTV.com, Inc. In addition, the Web could lose its viability due to delays
in the development or adoption of new development or adoption of new standards
and protocols to handle increased levels of activity or due to increased
governmental regulation.
The Internet allows marketers to collect meaningful demographic information
and feedback from consumers, and to rapidly respond to this information with
new messages. This offers a significant new opportunity for businesses to
increase the effectiveness of their direct marketing campaigns. In traditional
media, a significant portion of all advertising budgets are spent on direct
marketing because of its effectiveness. However, the effectiveness of direct
marketing campaigns is dependent upon the quality of consumer data used to
develop and place complementary products, services or facilities are developed
and the Web becomes a viable commercial marketplace in the long term, the
Company might be required to incur substantial expenditures in order to adapt
its products to changing Web technologies, which could have a material adverse
effect on the Company's business, results of operations and financial
condition. Any deterioration in these markets could have a material adverse
effect on the Company's business, financial condition and results of operations.
6
(ix) Dependence on Outside Suppliers
- ------------------------------------
The Company plans to purchase consumer merchandise, appliances, jewelry,
computers, etc., to sell and market over its Interactive Web site. The cost
of the merchandise will vary on the quantity purchased and type of merchandise
to be sold. For example, the cost of jewelry items can be purchased at eight
(8) cents on the dollar, whereas certain appliances can be purchased at fifty
(50) cents on the dollar. The company's ability to negotiate bulk purchases
and special deals, for products which can be sold through their Interactive
Web Site, will vary greatly. The results in finding supplier who can provide
products with reasonable margins can affect the results of the Company.
(See "Business of the Company").
(x) Potential Conflicts of Interest
- -----------------------------------
Potential conflicts of interest may arise between the Company and its
officers and directors. Although each of the Company's officers and directors
is committed to devote full working time to the business of the Company, they
also may be engaged in other business activities. If these business activities
are of the same type as those engaged in or contemplated by the Company,
conflicts of interest will arise in the area of corporate opportunities or in
the area of conflicting time commitments with respect to the officers and
directors of the Company. Conflicts of interest also will develop with respect
to any contractual relationships that may be entered into between the Company
and any of its officers and directors. The Company has established a policy
pursuant to which the Board of Directors will consider transactions with
officers, directors, and shareholders of the Company and their respective
affiliates. Pursuant to this policy, the Board of Directors will not approve
any transaction unless it determines that the terms of the transaction are
no less favorable to the Company than those available from unaffiliated
parties. Because this policy is not contained in the Company's Articles of
Incorporation or Bylaws, the policy is subject to change by the Board of
Directors, although it currently is not contemplated that the policy will
be changed. In addition, in the event any conflicts of interest arise with
respect to any officer or director of the Company, the Company anticipates
that its officers and directors will exercise their judgment consistent with
their fiduciary duties arising under the applicable state laws. There can be
no assurance that all conflicts of interest will be resolved in favor of the
Company.
(xi) Marketing and Advertising
- ------------------------------
The Company's objective is to advertise its Web site through the mass media.
All total, the Company plans to use the following marketing means, materials
and support to help market its establishments:
1. An advertising campaign announcing the new interactive Web Site.
2. Promotions through the "Ask the Fat Man" show on the Cable Radio Network
(The "Ask the Fat Man" show is hosted by Mr. Buck Hunter, a Director
and major shareholder in BuckTV.com, Inc.)
3. Internet Search Engines
7
(xii) Online Commerce Security Risks
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A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. OLERAMMA,
Inc. plans to accept credit cards for purchases of its products. The Company
will rely on encryption and authentication technology licensed from third
parties to provide the security and authentication technology to effect
secure transmission of confidential information, including customer credit
card numbers. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography, or other events or
developments will not result in a compromise or breach of the technology used
by the Company to protect customer transaction data.
If any such compromise of the Company's security were to occur, it could have
a material adverse effect on the Company's reputation and, therefore, on its
business, results of operations and financial condition. Furthermore, a party
who is able to circumvent the Company's security measures could misappropriate
proprietary information or cause interruptions in the Company's operations.
The Company may be required to expend significant capital and other resources
to protect against such security breaches or to alleviate problems caused by
such breaches. Concerns over the security of transactions conducted on the
Internet and other online services and the privacy of users may also inhibit
the growth of the Internet and other online services generally, and the Web
in particular, especially as a means of conducting commercial transactions.
To the extent that activities of the Company involve the storage and
transmission of proprietary information, such as credit card numbers, security
breaches could damage the Company's reputation and expose the Company to a
risk of loss or litigation and possible liability. There can be no assurance
that the Company's security measures will prevent security breaches or that
failure to prevent such security breaches will not have a material adverse
effect on the Company's business, results of operations and financial
condition.
(xiii) Risk Associated with System Failures
- -------------------------------------------
The Company's ability to facilitate trade successfully and provide high
quality customer service, depends on the efficient and uninterrupted operation
of its computer and communications through its designated Internet Service
Provider (ISP). These systems and operations are vulnerable to damage or
interruption from earthquakes, floods, fires, power loss, telecommunication
failures, break-ins, sabotage, intentional acts of vandalism and similar
events. The Company does not have fully redundant systems, a formal disaster
recovery plan or alternative providers of hosting services and does not carry
business interruption insurance to compensate it for losses that may occur.
Despite any precautions taken by, and planned to be taken by the Company, the
occurrence of a natural disaster or other unanticipated problems with its ISP
could result in interruptions in the services provided by the Company.
In addition, the failure by the ISP to provide the data communications capacity
required by the Company, as a result of human error, natural disasters other
operational disruption, could result in interruptions in the Company's service.
Any damage to or failure of the systems of the Company could result in
reductions in, or terminations of, the Company's service, which could have a
material adverse effect on the Company's business, results of operations and
financial condition. In the case of frequent or frequent or persistent system
failures, the Company's reputation and name brand could be materially adversely
affected. Although the Company has implemented certain network security
measures,
the Company and its IPS are also vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to
interruptions, delays, loss of data or the inability to complete customer
auctions. In addition, although the Company works to prevent unauthorized
access to Company data, it is impossible to eliminate this risk completely.
The occurrence of any and all of these events could have a material adverse
effect on the Company's business, results of operations and financial
condition.
8
(xiv) Lack of Significant Liability Coverage
- --------------------------------------------
There is no guarantee that the level of liability coverage secured by the
Company will be adequate to protect the Company from risks associated with
claims that exceed the level of liability coverage maintained by the Company.
As a result of the Company's limited operations to date, no threatened or
actual claims have been made upon the Company for product, service or other
liability.
(xv) Government Regulation
- --------------------------
Government legislation has been proposed that imposes liability for or
prohibits the transmission over the Internet of certain types of information.
The imposition upon the Company and other online providers of potential
liability for information carried on or disseminated through their services
could require the Company to implement measures to reduce its exposure to such
liability, which may require the Company to expend substantial resources
and/or to discontinue certain service offerings. In addition, the increased
attention focused upon liability issues as a result of these lawsuits and
legislative proposals could impact the growth of Internet use.
The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's business
nor have any claims been filed by any state implying that the Company is
subject to such legislation. There can be no assurance, however, that State
government will not attempt to impose these regulations upon the Company in the
future or that such imposition will not have a material adverse effect on the
Company's business, results of operations and financial condition. Several
States have also proposed legislation that would limit the uses of personal
user information gathered online or require online services to establish
privacy policies. The Federal Trade Commission has also recently settled a
proceeding with one online service regarding the manner in which personal
information is collected from users and provided to third parties. Changes
to existing laws or the passage of new legislation, could create uncertainty
in the marketplace that could reduce demand for the services of the Company
or increase the cost of doing business as a result of litigation costs or
increased service delivery costs, or could in some other manner have a
material adverse effect on the Company's business, results of operations and
financial condition. In addition, because the Company's services are
accessible worldwide, and the Company may facilitate sales of goods to users
worldwide, other jurisdictions may claim that the Company is required to
qualify to do business as foreign corporation in particular state or foreign
country.
Due to the increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, freedom of expression, pricing, content and quality of products
and services, taxation, advertising, intellectual property rights and
information security. Although sections of the Communications Decency Act of
1996 (the "CDA") that, among other things, proposed to impose criminal
penalties on anyone distributing "indecent" material to minors over the
Internet, were held to be unconstitutional by the U.S. Supreme Court, there can
be no assurance that similar laws will not be proposed and adopted. Certain
members of Congress have recently discussed proposing legislation that would
regulate the distribution of "indecent" material over the Internet in a manner
that they believe would withstand challenge on constitution law.
Any new legislation or regulation, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to the Company's business,
for third-party activities and jurisdiction. The adoption of new laws or the
application of existing laws may decrease the growth in the use of the
Internet, which could in turn decrease the demand for the Company's services,
increase the Company's cost of doing business or otherwise have a material
adverse effect on the Company's business, results of operations and financial
condition.
9
There can be no assurance, however, that State government will not attempt to
impose these regulations upon the Company in the future or that such imposition
will not have a material adverse effect on the Company's business, results of
operations and financial condition.
(xvi) Pursue Strategic Acquisitions and Alliances
- -------------------------------------------------
The Company believes that there are numerous opportunities to acquire
other businesses with established bases, compatible operations, experience
with additional synergistic aspects, and experienced management. The Company
believes that these acquisitions, if successful, will result in mutually
beneficial opportunities, and may increase the Company's revenue and income
growth. The Company intends to seek opportunities to acquire businesses,
services and/or technologies that it believes will complement its business
operations. The Company plans to seek opportunistic acquisitions that may
provide complementary services, expertise or access to certain markets. No
specific acquisition candidates have been identified, and no assurance can be
given that any transactions will be effected, or if effected, will be
successful.
In addition, the Company may execute strategic alliances with partners who
have established operations. As part of these joint venture agreements, the
Company may make investments in or purchase a part ownership in these joint
ventures. The Company believes that these joint venture relationships, if
successful, will result in synergistic opportunities, allowing the Company
to gain additional insight, expertise and penetration in markets where joint
venture partners already operate, and may increase the Company's revenue and
income growth. No specific joint venture agreements have been signed, and no
assurance can be given that any agreements will be effected, or if effected,
will be successful.
(xvii) Employees
- ----------------
The Company currently has two (2) employees: one President, and one Secretary.
If the company can develop its interactive website, at that time the
Company will either consider adding more employees, or subcontracting for
additional employees.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company's corporate headquarters are located at: 743 Gold Hill Place -
PMB-294, P.O. Box 220 Woodland Park, CA 80866, Telephone: 626-434-1032.
The office space is provided by one of the Directors of the Company at no cost
to the Company.
ITEM 3. LEGAL PROCEEDINGS.
As of the date hereof, BuckTV.com, Inc. is not a party to any material
legal proceedings, and none are known to be contemplated against Oleramma,
Inc.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2000.
10
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(i) Market Information
- ----------------------
Until November 2, 1999, there was no public trading market for the Company's
stock. On that day the Company's common stock was cleared for trading on the
OTC Bulletin Board system under the symbol OLRM. A very limited market exists
for the trading of the Company's common stock.
The table below sets forth the high and low bid prices of our common stock for
each quarter shown, as provided by the Nasdaq Trading and Market Services
Research Unit. Quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
FISCAL 1999 HIGH LOW
- -------------------------------- ---- ----
Quarter Ended March 31, 2001 .14 .04
Quarter Ended June 30, 2001 .09 .01
Quarter Ended September 30, 2001 .03 .01
Quarter ended December 31, 2001 .025 .001
(ii) Holders
- ------------
The approximate number of holders of record of common stock as of December 31,
2001 was approximately one thousand four hundred ninety-six (1,496).
(iii) Dividends
- ---------------
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.
(iv) Recent Sales of Unregistered Securities
- --------------------------------------------
An original stock offering was made pursuant to Nevada Revised Statues
Chapter 90.490 (hereinafter referred to as the "Offering"). This Offering
was made in reliance upon an exemption from the registration provisions of
Section 5 of the Securities Act of 1993 (the "Act"), as amended, pursuant
to Regulation D, Rule 504 of the Act. On September 22, 1998, the Company's
founding shareholder purchased 3,000,000 shares of the company's authorized
but unissued treasury stock for cash and assets. Additionally, the Company
sold Thirty-eight Thousand Three Hundred Sixty Dollars ($38,360) or Seven
Hundred Sixty-seven Thousand Two Hundred (767,200) shares of the Common
Stock of the Company during the Offering to approximately fifty-six (56)
shareholders in the State of Nevada. The offering was closed February
28, 1999. Additionally, in March of 2000, the Company has issued Three
million (3,000,000) restricted shares of its common stock for Thirty Thousand
Dollars ($30,000) cash. From January 1, 2000 to December 31, 2000, the
Company has also issued Two Million Nine Hundred Ten Thousand (2,910,000)
shares of its common stock for services to be rendered by the recipients.
These shares were registered by S-8 filings and were valued at the market
value at or near the time issued. From January 1, 2000 to December 31, 2000,
the Company also issued Sixteen Million One Hundred Twenty-four Thousand and
Seven Hundred and Twenty (16,124,720) shares of restricted common stock for
services to be rendered. From January 1, 2001 to December 31, 2001, the
Company has also issued Thirty-seven Million Fifteen Thousand (37,015,000)
shares of its common stock for services to be rendered by the recipients. As of
December 31, 2000, the Company has Sixty-tw0 Million Eight Hundred Sixteen
Thousand and Nine Hundred Twenty (62,816,920) of its $0.001 par value common
voting stock issued and outstanding which are held by approximately one
thousand four hundred ninety-six (1,496) shareholders of record.
11
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(i) General
- -----------
We will continue to devote the major portion of our resources to the the
development of an interactive website.
The new management and ownership of the Company plans to develop an
interactive website to market consumer products over the Internet,
utilizing an auction format, where the customers can interact to bid
on items.
Additionally, the Company plans to seek advertisers, to advertise their
product(s) on the Company's Web site. For any advertisers on the Company's
Web site, the Company will provide a link to the advertisers' Web site and
charge a customary/nominal fee, for each customer who links to their
advertisers Web site.
The Company has a limited operating history upon which an evaluation of the
Company, its current business and its prospects can be based, each of which
must be considered in light of the risks, expenses and problems frequently
encountered by all companies in the early stages of development, and
particularly by such companies entering new and rapidly developing markets
like the Internet. The Company's prospects must be considered in light of
the risks, uncertainties, expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies in new
and rapidly evolving markets such as online commerce. Such risks include,
without limitation, the lack of broad acceptance of the company's products on
the Internet, the possibility that the Internet will fail to achieve broad
acceptance, the inability of the Company to generate significant e-Commerce
based revenues from Internet customers, the company's inability to
anticipate and adapt to a developing market, the failure of the company's
network infrastructure (including its server, hardware and software) to
efficiently handle its Internet traffic, changes in laws that adversely
affect the company's business, the ability of the Company to manage its
operations, including the amount and timing of capital expenditures and other
costs relating to the expansion of the company's operations, the introduction
and development of different or more extensive communities by direct and
indirect competitors of the Company, including those with greater financial,
technical and marketing resources, the inability of the Company to maintain
and increase levels of traffic on its Web site, the inability of the Company
to attract, retain and motivate qualified personnel and general economic
conditions.
The Company has not achieved revenues or profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The extent of these losses will depend, in part, on the amount of
growth in the Company's revenues from sales of its products, and possibility
advertising revenues on its Web site. As of December 31, 2001, the Company had
an accumulated deficit of ten million seven hundred sixty-eight thousand and
thirty-seven ($10,768,037) dollars. The Company expects that its operating
expenses will decrease significantly during the next several months, especially
in the areas of sales and marketing, and brand promotion. The Company will need
to generate increased revenues to achieve profitability. To the extent that
increases in its operating expenses precede or are not subsequently followed by
commensurate increases in revenues, or that the Company is unable to adjust
operating expense levels accordingly, the Company's business, results of
operations and financial condition would be materially and adversely affected.
There can be no assurances that the Company can achieve or sustain
profitability or that the Company's operating losses will not increase in the
future.
12
The Company's future success is substantially dependent upon continued growth
in the use of the Internet. To generate product sales, advertising sales,
e-Commerce service fees for BuckTV.com, Inc., the Internet's recent and rapid
growth must continue, and e-Commerce on the Internet must become widespread.
None of these can be assured. The Internet may prove not to be a viable
commercial marketplace. Additionally, due to the ability of consumers to
easily compare prices of similar products or services on competing Web sites,
gross margins for e-Commerce transactions may narrow in the future and,
accordingly, the Company's revenues from e-Commerce arrangements may be
materially negatively impacted. If use of the Internet does not continue to
grow, the Company's business, results of operations and financial condition
would be materially and adversely affected. Additionally, to the extent that
the Internet continues to experience significant growth in the number of
users and the level of use, there can be no assurance that its technical
infrastructure will continue to be able to support the demands placed upon
it. The necessary technical infrastructure for significant increases in
e-Commerce, such as a reliable network backbone, may not be timely and
adequately developed. In addition, performance improvements, such as
high-speed modems, may not be introduced in a timely fashion. Furthermore,
security and authentication concerns with respect to transmission over the
Internet of confidential information, such as credit cared numbers, may
remain. Issues like these could lead to resistance against the acceptance of
the Internet as a viable commercial marketplace. Also, the Internet could
lose its viability due to delays in the development or adoption of new
standards and protocols required to handle increased levels of activity, or
due to increased governmental regulation. Changes in or insufficient
availability of telecommunications services could result in slower response
times and adversely affect usage of the Internet. Demand and market
acceptance for recently introduced services and products over the Internet
are subject to a high level of uncertainty, and there exist few proven
services and products.
(ii) Results of Operations
- --------------------------
As a developmental stage Company, the Company has yet to generate any revenues.
In addition, the Company does not expect to generate significant revenues over
the next approximately to twelve (12) months. During calendar year, 2001, the
Company experienced net losses $6,340,933. The bulk of these expenses were for
general and administrative costs, website development, consulting, accounting
purposes, and filing fees. This loss compares to a loss of $4,391448 for
calendar year 2000 and $10,768,037 for the period (September 30, 1998,
inception through December 31, 2001). The Company does not have any material
commitments for capital expenditures.
(iii) Liquidity and Capital Resources
- -------------------------------------
The Company's primary sources of liquidity since its inception have been the
sale of shares of common stock from shareholders, which were used during the
period from inception through September 30, 1999. An original stock offering
was made pursuant to Nevada Revised Statues Chapter 90.490 (hereinafter
referred to as the "Offering"). This Offering was made in reliance upon an
exemption from the registration provisions of Section 5 of the Securities Act
of 1993 (the "Act"), as amended, pursuant to Regulation D, Rule 504 of the
Act. On September 22, 1998, the Company's founding shareholder purchased
3,000,000 shares of the company's authorized but unissued treasury stock for
cash and assets. Additionally, the Company sold Thirty-eight Thousand Three
Hundred Sixty Dollars ($38,360) or Seven Hundred Sixty-seven Thousand Two
Hundred (767,200) shares of the Common Stock of the Company during the
Offering to approximately fifty-six (56) shareholders in the State of Nevada.
The offering was closed February 28, 1999. As of December 31, 2001, the
Company has sixty-two million eight hundred sixteen thousand nine hundred and
twenty shares (62,816,920) of its $0.001 par value common voting stock issued
and outstanding which are held by approximately one thousand four hundred and
ninety-six (1,496) shareholders of record.
13
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations. These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. There is no assurance that the
proceeds of the Company will be able to raise sufficient funding to enhance
the Company's financial resources sufficiently to generate volume for the
Company.
(iv) Year 2000 Issue
- --------------------
The Year 2000 ("Y2K") did not effect the company in any way.
ITEM 7. FINANCIAL STATEMENTS.
14
BUCKTV.COM, INC.
(A DEVELOPMENT STATE COMPANY)
FINANCIAL STATEMENTS
--------------------
December 31, 2000 and December 31, 2001
TABLE OF CONTENTS
-----------------
PAGE
----
INDEPENDENT AUDITORS REPORT F-1
BALANCE SHEET - ASSETS F-2
BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5-6
STATEMENT OF CASH FLOWS F-7
NOTES TO FINANCIAL STATEMENTS F-8-11
James E. Slayton, CPA
2858 WEST MARKET STREET
SUITE C
AKRON, OHIO 44333
1-330-864-3553
INDEPENDENT AUDITORS' REPORT
Board of Directors March 15, 2002
BUCKTV.COM, Inc. (The Company)
Las Vegas, Nevada 89109
I have audited the Balance Sheet of BUCKTV.COM, Inc. (A Development
Stage Company), as of December 31, 2000 and December 31, 2001 and the related
Statements of Operations, Stockholders' Equity and Cash Flows for the period
September 21, 1998 (Date of Inception) to December 31, 2001, year ended
December 31, 2000 and year ended December 31, 2001. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis evidence
supporting the amounts and disclosures in the financial statement presentation.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BUCKTV.COM, Inc., (A
Development Stage Company), as of December 31, 2000 and December 31, 2001 and
the results of its operations and cash flows for the period September 21, 1998
(Date of Inception) to December 31, 2001, year ended December 31, 2000 and year
ended December 31, 2001 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had limited operations and has not
generated significant revenues from planned principal operations. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ James E. Slayton
-----------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
December 31, 2000 and December 31, 2001
ASSETS
December 31 December 31
2000 2001
CURRENT ASSETS
Cash 29.00 368.00
Prepaid Expenses 15,000.00 0.00
------------- -------------
Total Current Assets 15,029.00 368.00
FIXED ASSETS
Equipment 11,799.00 9,315.00
------------- -------------
TOTAL FIXED ASSETS 11,799.00 9,315.00
OTHER ASSETS
Other Assets 5,511,908.00 176,330.00
------------- -------------
Total Other Assets 5,511,908.00 176,330.00
TOTAL ASSETS 5,538,736.00 186,013.00
------------- -------------
------------- -------------
See accompanying notes to financial statements
F-2
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
December 31, 2000 and December 31, 2001
LIABILITIES & EQUITY
CURRENT LIABILITES
Officers Advances 0.00 0.00
------------- -------------
Total Current Liabilities 0.00 0.00
OTHER LIABILITIES
Loan from Director of Company 300,000.00 300,000.00
------------- -------------
Total Other Liabilities 300,000.00 300,000.00
------------- -------------
Total Liabilities 300,000.00 300,000.00
EQUITY
Commmmon Stock, $.001 par value; 25,801.00 62,816.00
authorized 100,000,000 shares, issued and
outstanding at December 31, 2000, 25,801,920
common shares; issued and outstanding at December
31, 2001, 62,816,920 shares
Preferred Stock, $0.001 par value, authorized 730,936.00 850,471.00
50,000,000 shares; none issued Donated Capital
Additional Paid in Capital 8,909,103.00 9,740,763.00
Retained Earnings (Deficit accumulated
during development stage) (4,427,104.00) (10,768,037.00)
------------- -------------
Total Stockholders' Equity 5,238,736.00 (113,987.00)
------------- -------------
TOTAL LIABILITIES & OWNER'S EQUITY 5,538,736.00 186,013.00
------------- -------------
------------- -------------
See accompanying notes to financial statements
F-3
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR PERIOD
September 21, 1998 (Date of Inception) to December 31, 2001
and
years ending December 31, 2000 and December 31, 2001
September 21,
1998 to Year ending Year ending
December 31 December 31, December 31,
2001 2001 2000
REVENUE
Services 0.00
COSTS AND EXPENSES
General and Administrative 10,764,572.00 6,338,449.00 4,390,827.00
Amortization Expenses 360.00 0 0
Depreciation Expenses 3,105.00 2,484.00 621.00
------------- ------------- -------------
Total Costs and Expenses 10,768,037.00 6,340,933.00 4,391,448.00
------------- ------------- -------------
Net Income or (Loss) (10,768,037.00) (6,340,933.00) (4,391,448.00
------------- ------------- -------------
------------- ------------- -------------
Basic earnings per share
number of common
shares outstanding 62,816,920 62,816,920 25,801,920
Net Loss Per Share (0.17) (0.10) (0.17)
See accompanying notes to financial statements
F-4
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
September 21, 1998 (Date of Inception) to December 31, 2001
Deficit
Accumulated
Common Additional during Total
Stock paid-in Donated developmentd Stockholder's
Shares Amount capital Capital stage Equity
------------ ------------ ------------ ------------ ------------ ------------
September 21 1998 3,000,000 3,000.00 5,016.00 8,016.00
issued for cash
Net loss for year end (6,841.00) (6,841.00)
December 31, 1998
Balances as at December 3,000,000 3,000.00 5,016.00 (6,841.00) 1,175.00
31, 1998
February 28, 1999 767,000 767.00 37,591.00 38,358.00
issued from sale of
public offering
Net loss year ended (28,815.00) (28,815.00)
December 31, 1999
Balances as at 3,767,200 3,767.00 42,609.00 (35,656.00) 10,720.00
December 31, 1999
March 10, 2000 issued 3,000,000 3,000.00 27,000.00 30,000.00
for cash
March 28, 2000 issued 1,675,000 1,675.00 2,929,575.00 2,931,250.00
1,675,000 for services
April 24, 2000 issued 1,000,000 1,000.00 1,199,000.00 1,200,000.00
for advertising services
June 5, 2000 issued 200,000 200.00 119,800.00 120,000.00
for services
June 15, 2000 issued 944,220 944.00 376,744.00 377,688.00
for services
July 21, 2000 issued 500,000 500.00 134,500.00 135,000.00
for services
July 21, 2000 issued 2,000,000 2,000.00 538,000.00 540,000.00
for services
See accompanying notes to financial statements
F-5
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
September 21, 1998 (Date of Inception) to December 31, 2001
CONTINUED
Deficit
Accumulated
Common Additional during Total
Stock paid-in Donated developmentd Stockholder's
Shares Amount capital Capital stage Equity
------------ ------------ ------------ ------------ ------------ ------------
July 14, 2000 issued 575,000 575.00 154,675.00 155,250.00
for services
August 7, 2000 660,000 660.00 184,140.00 184,800.00
issued for services
September 13, 2000 760,000 760.00 212,040.00 212,800.00
issued for services
November 9, 2000 5,000,000 5,000.00 1,395,000.00 1,400,000.00
issued for services
December 22, 2000 5,720,500 5,720.00 1,596,020.00 1,601,740.00
issued for services
Shareholder donated 730,936.00 730,936.00
capital
Net Loss for year ended (4,391,448.00)(4,391,448.00)
December 31, 2000
-----------------------------------------------------------------------------------------------------------
Balances as at
December 31, 2000 25,801,920 25,801.00 $8,909,103.00 $730,936.00 ($4,427,104.00) $5,238,736.00
March 2, 2001
Issued for Services 10,890,000 10,890.00 479,160.00 490,050.00
April 11, 2001
Issued for Services 22,625,000 22,625.00 181,000.00 203,625.00
June 1, 2001
Issued for Services 3,500,000 3,500.00 171,500.00 175,000.00
Shareholder paid expenses
of business 119,535.00 119,535.00
Net Loss for year ended
December 31, 2001 (6,340,933.00) (6,340,933.00)
Balances as at
December 31, 2001 62,816,920 62,816.00 9,740,763.00 850,471.00 (10,768,037.00) (113,987.00)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
See accompanying notes to financial statements
F-6
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR PERIOD
September 21, 1998 (Date of Inception) to December 31, 2001
Year ended December 31, 2001
Year ended December 31, 2000
September 21
1998 to Year ended Year ended
December 31, December 31, December 31,
2001 2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income or (Loss) (10,768,037.00) (6,340,933.00) (4,391,448.00)
Amortization 360.00
Depreciation Expense 3,465.00 2,484.00 621.00
Services received for stock 9,550,872.00 6,204,252.00 3,346,620.00
Costs and expenses paid by director 842,132.00 111,536.00 730,596.00
Increase/Decrease in other assets 15,000.00 (15,000.00)
Increase/Decrease in liabilities
Net change in cash from operations (371,568.00) (7,661.00) (328,611.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (12,440.00) (12,440.00
Net change in cash from Investment Activities (12,440.00) 0 (12,440.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 76,376.00 30,000.00
Advance from Director 300,000.00 300,000.00
Donated Capital 8,000.00 8,000.00
Net cash provided by financing activities 384,376.00 8,000.00 330,000.00
Balances as at end of period 0.00 29.00 11,080.00
Net increase (decrease) in cash 368.00 339.00) (11,051.00)
Balance at end of period 368.00 368.00 29.00
See accompanying notes to financial statements
F-7
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 21, 1998 (Date of Inception) under
the laws of the State of Nevada, as Oleramma, Inc. The Company currently
has no operations and in accordance with SFAS #7, is considered a development
company.
On September 22, 1998, the Company issued 3,000,000 shares of its
$0.001 par value common stock for cash of $8,016.00.
On February 28, 1999, the Company completed a public offering that was
registered with the State of Nevada pursuant to N.R.S. 90.490 and was exempt
from federal registration pursuant to Regulation D, Rule 504 of the
Securities Act of 1933 as amended. The Company sold 767,200 shares of Common
Stock at a price of $0.05 per share for a total amount raised of $38,360.
On March 10, 2000, the Company issued 3,000,000 shares of its $0.001
par value common stock for cash of $30,000.
On March 28, 2000, the Company filed Form S-8 with the U.S. Securities
and Exchange Commission and issued an additional 1,675,000 shares of its
$0.001 par value common stock for services to the Company.
On April 24, 2000, by Board Resolution the company issued 1,000,000
restricted 144 shares to BuckBuilders.com, Inc., for advertising the
Company's website and auction partners plan.
On June 5, 2000, by Board Resolution the Company issued 200,000
restricted 144 shares to OTC Live, Inc.
On June 15, 2000, by Board Resolution the Company issued 944,220
restricted 144 shares to Myfreestore.com.
On July 21, 2000, by Board Resolution the company issued 500,000
restricted 144 shares to Rodney Schoemann, Sr.
On July 21, 2000, by Board Resolution the company issued 2,000,000
restricted shares to BuckBuilders.com, Inc.
On July 14, 2000, the Company filed Form S-8 with the U.S. Securities
and Exchange Commission and issued an additional 575,000 shares of its $0.001
par value common stock for services to the Company.
On August 17, 2000 the Company filed Form S-8 with the U.S. Securities
and Exchange Commission and issued an additional 660,000 shares of its $0.001
par value common stock for services to the Company.
On September 13, 2000, by Board Resolution, the Company issued 760,000
restricted 144 shares to Washington Hamilton Group, for services.
F-8
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
On November 9, 2000, by Board Resolution, the Company issued 5,000,000
shares of restricted 144 shares to Bry Behrmann and Larry E Hunter.
On December 22, 2000, the Company issued 5,550,000 shares of restricted
144 shares to Stephen Bishop.
On September 13, 2000, by Board Resolution, the Company issued 760,000
restricted 144 shares to Washington Hamilton Group, for services.
On November 9, 2000, by Board Resolution, the Company issued 5,000,000 shares
of restricted 144 shares to Bry Behrmann and Larry E Hunter.
On December 22, 2000, the Company issued 5,550,000 shares of restricted 144
shares to Stephen Bishop.
On March 2, 2001, the Company filed Form S-8 with the U.S. Securities and
Exchange Commission and issued an additional 10,890,000 shares of its
$0.001 par value common stock for services to the Company.
On April 11, 2001, the Company filed Form S-8 with the U.S. Securities and
Exchange Commission and issued an additional 22,625,000 shares of its
$0.001 par value common stock for services to the Company.
On June 1, 2001, the Company filed Form S-8 with the U.S. Securities and
Exchange Commission and issued an additional 3,500,000 shares of its
$0.001 par value common stock for services to the Company.
There have been no other issuances of Common Stock or preferred stock.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting recognizing
revenues when it is reasonably expected to be collected.
2. In April, 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-5"), Reporting on the
Costs of Start-Up Activities which provides guidance on the financial
reporting of start-up costs and organizations costs. It requires costs of
start-up activities and organization costs to be expenses as incurred. SOP
98-5 is effective for fiscal years beginning after December 15, 1998. The
Company adopted SOP 98-5 in 1999.
3. Basic earnings per share is computed using the weighted average
number of shares of common stock outstanding.
F-9
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5. The Company experienced losses for its operating periods,
December 31, 1998, December 31, 1999 and December 31, 2000. The
Company will review its need for a provision for federal income tax
after each operating quarter and each period for which a statement of
operations is issued. The net operating losses of $ 4,427,104.00 will
begin to expire in 2013.
The Company did not record any deferred tax benefits as management
deemed it less than likely that the benefits would be utilized. The
Company has adopted the provisions of FAS 109.
6. The Company has adopted December 31 as its fiscal year end.
7. The preparation of financial statements in conformity with
generally accepted accounting principles requires that management make
estimates and assumptions which affect the reported amounts of assets
and liabilities as at the date of the financial statements and revenues
and expenses for the period reported. Actual results may differ from
these estimates.
8. The Company's Statement of Cash Flows is reported utilizing
cash(currency on hand and demand deposits) and cash equivalents( short-
term, highly liquid investments). The Company did not have any cash
equivalents at the balance sheet date.
The Company had non-cash activities as follows.
Schedule of non-cash activities
March 28, 2000, issued 1,675,000 shares for services to be rendered $2,931,250
April 24, 2000 , issued 1,000,000 shares for services to be rendered 1,200,000
June 5, 2000, issued 200,000 shares for services to be rendered 120,000
June 15, 2000, issued 944,220 shares for services to be rendered 377,688
July 21, 2000, issued 500,000 shares for services to be rendered 135,000
July 21, 2000, issued 2,000,000 shares for services to be rendered 540,000
July 14, 2000, issued 575,000 shares for services to be rendered 155,250
August 17, 2000 issued 660,000 shares for services to be rendered 184,800
September 13, 2000 issued 760,000 shares for services to be rendered 212,800
November 9, 2000, issued 5,000,000 shares for services to be rendered 1,400,000
December 22, 2000, issued 5,720,500 shares for services to be rendered 1,601,740
Director paid expenses for company and donated all costs to company 730,936
March 2, 2001, issued 10,890,000 shares for services to be rendered 490,050
April 11, 2001 issued 22,625,000 shares for services to be rendered 203,625
June 1, 2001 issued 3,500,000 shares for services to be rendered 175,000
Director paid expenses for company and donated all costs to company 111,536
Total non cash activities $10,569,675
All shares were issued at market value at the time an agreement was reached.
F-10
BUCKTV.COM, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
11. The Company accrued expenses for non cash activities ratably over 12
months. The Company has contractual agreements for the parties that received
shares to perform services for the next 12 months. This amounted to $3,346,620
in the year ended December 31, 2000 and $6,204,252 in the year ended December
31, 2001.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not generated significant revenues from its
planned principal operations. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern. It is
management's plan to raise additional capital through debt or a private
placement.
NOTE 4 - RELATED PARTY TRANSACTION
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There no warrants or options outstanding to acquire any additional shares of
common or preferred stock.
NOTE 6 - YEAR 2000 ISSUE
The Y2K issue had no effect on this company.
F-11
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company has not had any disagreements with its accountants. It changed its
accountant recently due to the former accountant's death.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth the current officers and directors of
BuckTV.com, Inc.
Name Age Position(s)
-------------------------- --- -----------------------------
Larry E. "Buck" Hunter 56 President
Bry Berhman 56 Secretary
Larry Hunter 56 Director
Bry Behrmann 56 Director
Larry Hunter
--------------
Larry Hunter, President - From March 2000 to present, President BuckTV.com,
Woodland Park, CA. Mr. Hunter served in the U.S. Navy as a Radar Electronic
Technician. In his early 20's, he produced, authored and performed three
Regional hit music records. He has extensive experience building network
marketing sales forces for a number of companies, which includes, but not
limited to: Amway, Life Trends, Melalueca, Radiant Life and Life Plus.
Presently, he is a national radio host on the Cable RadioNetwork and a
Television host. Mr. Hunter was preceded as President by Richard Lindberg
who held the position from January 1999 to March 2000.
Bry Behrmann
--------------
Bry Behrmann, BS, JD, Secretary - From March 2000 to present. Mr. Behrmann
served in the U.S. Air Force, flying F-4 Phantom jets. He then returned to
Brigham Young University, where he earned a Juris Doctorate. In his legal
career, Mr. Behrmann served as Public Defender, County Prosecuting Attorney,
and ultimately as a Judge for the Third Judicial District for the State of
Idaho. Mr.Behrmann also conducted a private practice business law
specializing in corporate and trust law for closely held corporations. Mr.
Behrman was preceded as Secretary by Mysha M. Lankhorst who held the position
from 1998 to March 2000.
Directors are elected in accordance with our bylaws to serve until the next
annual stockholders meeting. BuckTV.com, Inc. does not currently pay
compensation to directors for services in that capacity.
Officers are elected by the board of directors and hold office until their
successors are chosen and qualified, until their death or until they resign or
have been removed from office. All corporate officers serve at the discretion
of the board of directors. There are no family relationships between any
director or executive officer and any other director or executive officer of
BuckTV.com, Inc.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other
Oleramma, Inc. equity securities. Reporting persons are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file.
ITEM 10. EXECUTIVE COMPENSATION.
As a result of our the Company's current limited available cash, no officer or
director received compensation during the fiscal year ended December 31, 2001.
BuckTV.com, Inc. intends to pay salaries when cash flow permits. No officer
or director received stock options or other non-cash compensation during the
fiscal year ended December 31, 2001. The Company does have employment
agreements in place with each of its officer.
Name Position Monthly Salary
------------------------------ --------- ----------------
Larry E. "Buck" Hunter President $ 0
Bry Behrman Secretary $ 0
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of February 29, 2000, by each
person known by BuckTV.com, Inc. to own beneficially more than 5% of the
outstanding common stock, by each of our directors and officer and by all of
our directors and officers as a group. Unless otherwise indicated below, to
our knowledge all persons listed below have sole voting and investment
power with respect to their shares of common stock except to the extent
that authority is shared by spouses under applicable law.
Name and Address Number of shares
of Beneficial Owner Beneficially Owned Percent of Class
- ----------------------- ------------------- ----------------
Moringstar Trust (1) 1,425,000 5.50%
WFO Trust(2) 1,425,000 5.50%
Larry E. "Buck" Hunter (3) 2,587,500 10.0%
President
Bry Berhman (4) 5,412,500 21.0%
Secretary
Buckbuilders.com, Inc.(5) 3,000,000 11.6%
Rodney Schoemann, Sr. (6) 24,265,000 10.0%
------------------------------------------------
38,115,000 63.6%
16
All Officers and Directors (2 persons)
- ------------------------
(1) Moringstar Trust, Larry Hunter, Trustee, 3200 S. Brazos, Las Vegas, NV
89109
(2) WFO Trust, Bry Behrmann, Trustee, 3200 S. Brazos, Las Vegas, NV 89109
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Because of the Company's development stage nature and its relatively recent
inception, August 6, 1998, the Company has no relationships or transactions to
disclose.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
The following documents are included or incorporated by reference as exhibits
to this report:
EXHIBIT
NO. DOCUMENT DESCRIPTION
- ------- --------------------------------------------------------------------
(3) ARTICLES OF INCORPORATION AND BY-LAWS
3.1 Articles of Incorporation of the Company Filed August 6, 1998(1)
3.2 By-Laws of the Company adopted September 23, 1998(1)
(23) CONSENT OF EXPERTS AND COUNSEL
23.1 Letter of Consent from James E. Slayton, CPA
- ----------
(1) Previously filed as an exhibit to our registration statement on Form 10-SB
(the "Registration Statement"), which was filed on April 29, 1999, and
incorporated herein by reference.
(b) REPORTS ON FORM 8-K
The Company filed a Current Report dated March 19, 2001 on Form 8-K containing
information pursuant to Item 1 ("Changes in Control") entitled "Change of
Principal ownership in the Company through the purchase of Founder's Common
Stock," Item 4 Changes in Registrant's certifying accountant. The new
ownership and management changes have been reflected in this 10KSB. The
Company filed a Current Report dated June 6, 2001 on Form 8-K containing
information pursuant to Item 1 (Changes in control or address) The changes
have been reflected in this 10KSB.
17
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: April 11, 2002 BUCKTV.COM, INC.
By: /s/ Larry E. "Buck" Hunter
-----------------------
Larry E. "Buck" Hunter
President, Chief Executive Officer
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: April 11, 2002 BUCKTV.COM, INC.
By: /s/ Bry Behrman
-----------------------
Bry Behrman
Secretary
18