U.S. SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO 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. ---------------------------------------------------- (Exact name of Small Business Issuer in its Charter) Nevada 86-0931332 ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5085 Lift Drive, Suite 201, Colorado Springs, CO 80919 ------------------------------------------------------ (Address of principal executive offices) (800) 410-2225 -------------------------- (Issurer's telephone number Oleramma, Inc. ----------------------------- Former Name Since Last Filing Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ] State the number of shares outstanding for each of the issuer's classes of Common Stock as of the last practical date: Common Stock, $0.001 par value per share, 100,000,000 shares authorized, 6,767,200 issued and outstanding as of March 31, 2000. Preferred Non-Voting Stock, $0.001 par value per share, 5,000,000 shares authorized, none are issued nor outstanding as of March 31, 2000. Transactional Small Business Disclosure Format Yes [ ] No [ X ] NOTE: THIS AMENDMENT IS BEING FILED TO REFLECT AUDITED FINANCIALS FOR THE FIRST QUARTER. 1 BuckTV.com, Inc. TABLE OF CONTENTS Item 1. Financial Statements............................... 3 Independent Auditors' Report....................... 4 Balance Sheet (audited)............................ 5-6 Statements of Operations (audited)................. 7 Statement of Stockholders' Equity (audited)........ 8 Statements of Cash Flows (audited)................. 9 Notes to Financial Statements....................... 10-11 Item 2. Management's Discussion and Analysis of Plan of Operation........................................ 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings.................................... 16 Item 2. Changes in Securities and Use of Proceeds............ 16 Item 3. Defaults upon Senior Securities...................... 16 Item 4. Submission of Matters to a Vote of Security Holders................................. 16 Item 5. Other Information..................................... 16 Item 6. Exhibits and Reports on Form 8-K...................... 16 Signatures...................................................... 17 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS The audited financial statements of registrant for the three months ended March 31, 2000, follow. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. 3 BARRY L. FRIEDMAN, P.C. Certified Public Accountant 1582 Tulita Drive OFFICE (702) 361-8414 Las Vegas, NV 89123 FAX NO (702) 896-0278 INDEPENDENT AUDITORS' REPORT ---------------------------- Board of Directors June 19, 2000 Oleramma, Inc. Las Vegas, Nevada I have audited the accompanying Balance Sheets of Oleramma, Inc. (A Development Stage Company), as of March 31, 2000, December 31, 1999, and December 31, 1998, and the related Statements of Operations, Stockholders' Equity and Cash Flows for the period January 1, 2000 to March 31, 2000, for the year ended December 31, 1999, and the period September 21, 1998, (inception) to December 31, 1998. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion of 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 statements. An audit also includes assessing the account 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 Oleramma, Inc., (A Development Stage Company), as of March 31, 2000, December 31, 1999, and December 31, 1998, and the results of its operations and cash flows for the period January 1, 2000, to March 31, 2000, for the year ended December 31, 1999, and the period September 21, 1998, (inception) to December 31, 1998, 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 ad no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard these matters are also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Barry L. Friedman - ------------------------------ Barry L. Friedman Certified Public Accountant 4 BUCKTV.COM, Inc. (A Development Stage Company)
BALANCE SHEET BALANCE SHEET ------------- ASSETS ------ March December December 31, 2000 31, 1999 31, 1998 CURRENT ASSETS: Cash $ 80 $ 11,080 $ 1,193 ------- -------- -------- TOTAL CURRENT ASSETS: $ 80 $ 11,080 $ 1.193 ------- -------- -------- FIXED ASSETS Equipment $12,500 $ 0 $ 0 ------- -------- -------- TOTAL FIXED ASSETS $12,500 $ 0 $ 0 ------- -------- -------- OTHER ASSETS: Rental Deposit $ 2,500 $ 0 $ 0 Prepaid Rent 12,500 $ 0 $ 0 Organization Costs (Net) $ 0 $ 0 $ 342 ------- -------- -------- TOTAL OTHER ASSETS: $15,000 $ 0 $ 342 ------- -------- -------- TOTAL ASSETS $27,500 $ 11,080 $ 1,535 ======== ======== ========
5 BUCKTV.COM, Inc. (A Development Stage Company)
BALANCE SHEET BALANCE SHEET ------------- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ March December December 31, 2000 31, 1999 31, 1998 -------- -------- -------- CURRENT LIABILITIES Officers Advances (Note #6) $ 0 $ 0 $ 360 -------- ------- ------- TOTAL CURRENT LIABILITIES: $ 0 $ 360 $ 360 -------- ------- ------- STOCKHOLDERS' EQUITY: (Note #4) Preferred stock, $0.001 par value, Authorized 5,000,000 shares; Issued and outstanding at March 31, 1999 - None $ 0 $ 0 $ 0 Common stock, $0.001 par value, Authorized 20,000,000 shares; Issued and outstanding at Dec. 31, 1998 - 3,000,000 shares $ 3,000 Dec. 31, 1999 - 3,767,200 shares $ 3,767 Mar. 31, 2000 - 6,767,200 shares $ 6,767 Additional Paid-In Capital 69,609 42,609 5,016 Deficit accumulated during The development stage -48,876 -35,656 -6,841 -------- --------- ------- TOTAL STOCKHOLDERS' EQUITY $27,500 $ 10,720 $ 1,175 -------- -------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY: $27,500 $ 11,080 $ 1,535 ======= ======== =======
The accompanying notes are an integral part of these financial statements 6 BUCKTV.COM, Inc. (A Development Stage Company)
STATEMENT OF OPERATIONS STATEMENT OF OPERATIONS ------------------------ Jan. 1 Year Sept. 21 Sept. 21, 1998 2000, to Ended 1998, to (inception) Mar 31, Dec. 31, Dec. 31, to Mar. 31, 2000 1999 1998 2000 ------- ------ -------------- --------- INCOME Revenue $ 0 $ 0 $ 0 $ 0 EXPENSES General and Administrative $ 13,220 $ 28,473 $ 6,823 $ 48,516 Amortization 0 342 18 360 -------- -------- -------- -------- Total Expenses $ 13,220 $ 28,815 $ 6,841 48,876 -------- -------- -------- -------- Net loss per share Basic and diluted Note #2 $-13,220 $-28,815 $ -6,841 $-48,876 ======== ======== ========= ======== Net loss per share Basic and diluted Note # 2 $-0.0029 $0.0790 $-0.0023 $-0.1333 ======== ======= ========= ======== Weighted average number of common shares outstanding 4,492,464 3,645,289 3,000,000 3,666,687 ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements 7 BuckTV.com, Inc. (A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY -------------------------------------------- Deficit accumulated Common Stock Additional during ------------ paid-in development Shares Amount capital stage ------ ------ ---------- ------------ September 22, 1998 issued for cash 3,000,000 $ 3,000 $ 5,016 $ 0 Net loss, September 21, 1998 (inception) to Dec. 31, 1998 -6,841 ---------------------------------------------------- Balance, Dec. 31, 1998 3,000,000 $ 3,000 $ 5,016 -6,841 Feb 28, 1999 issued from sale of public offering 767,200 767 37,591 Net loss year ended December 31, 1999 -28,815 --------------------------------------------------- Balance, December 31, 1999 3,767,200 $ 3,767 $ 42,609 $ -35,656 March 10, 2000 Issued for cash 3,000,000 3,000 27,000 Net loss, Jan. 1, 2000, to March 31, 2000 -13,220 -------------------------------------------------- Balance, March 31, 2000 6,767,200 $ 6,767 $ 69,609 $-48,876 =================================================
The accompanying notes are an integral part of these financial statements 8 BUCKTV.COM, Inc. (A Development Stage Company)
STATEMENT OF CASH FLOWS STATEMENT OF CASH FLOWS ----------------------- Jan. 1 Year Sept. 21 Sept. 21, 1998 2000, to Ended 1998, to (inception) Mar 31, Dec. 31, Dec. 31, to Mar. 31, 2000 1999 1998 2000 ------- ------ -------------- --------- Cash Flows from Operating Activities Net Loss $-13,220 $-28,815 $ -6,841 $-48,876 Amortization 0 +342 +18 + 360 Changes in assets and Liabilities Equipment -12,500 0 0 -12,500 Rental Deposit - 2,500 0 0 - 2,500 Prepaid Rent -12,500 0 0 -12,500 Organization Costs 0 0 - 360 - 360 Officers Advances 0 0 + 360 0 Cash Flows from Investing Activities 0 0 0 0 Cash Flows from Financing Activities: Issuance of common stock for cash $+30,000 +38,360 +8,016 +76,376 -------- -------- ------- -------- Net increase/ decrease in cash $-11,000 $+ 9,887 $+1,193 $ 0 Cash, Beginning of period 11,080 1,193 0 0 -------- -------- ------- -------- Cash, End of Period $ 0 $ 11,080 $ 1,193 $ 0 ======== ========= ======== =========
The accompanying notes are an integral part of these financial statements 9 BUCKTV.COM, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS ----------------------------- March 31, 2000, December 31, 1999, and December 31, 1998 NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY The Company was organized September 21, 1998, 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. NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES Accounting policies and procedures have not been determined except as follows: 1. The Company used the accrual method of accounting. 2. Earnings per share is computed using the weighted average number of shares of common stock outstanding. 3. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception. 4. 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, with adoption reported as the cumulative effect of a change in accounting principle. NOTE 3 - GOING CONCERN The Company's financial statements are prepared using 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 no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. 10 BUCKTV.COM, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS ----------------------------- March 31, 2000, December 31, 1999, and December 31, 1998 NOTE 4 - RELATED PARTY TRANSACTIONS The Company neither owns or leases any real or personal property. Office services are provided without charge by a directors. 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 are no warrants or options outstanding to acquire any additional shares of common or preferred stock. NOTE 6 - OFFICERS ADVANCES While the Company is seeking additional capital through a merger with an existing operating company, an officer of the Company has advanced funds on behalf of the Company to pay for any costs incurred by it. These funds are interest free. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS The Registrant was incorporated on September 21, 1998, in the state of Nevada under the name Oleramma, Inc. Oleramma, 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. Under its new name, BuckTV.com, Inc., 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, based on an auction format, utilizing the talents and abilities of Mr. Buck Hunter, a major shareholder in, and a Director of, the Company, who is also a well-known radio and television personality. This WEB site will be promoted 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. Going Concern - The Company's financial statements are prepared using 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 no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. Unclassified Balance Sheet - In accordance with the provisions of SFAS No.53, the Company has elected to present an unclassified balance sheet. 12 Loss/Earnings Per Share - Earnings per share is computed using the weighted average number of shares of common stock outstanding. The Company has not pursued or explored any opportunities for an acquisition or merger. This does not preclude that the Company may not explore any opportunities in the future. Results of Operations As of March 31, 2000, being a developmental stage Company, the Company has yet to generate any revenues. In addition, the Company does not expect to generate any revenues over the next approximately to six (6) months. During the First Quarter, the Company experienced net loss $13,220 as compared to a net loss of $1,200 for the same period last year. The bulk of these expenses were for setting up offices in both Colorado and Nevada, along with general and administrative costs, accounting purposes, and filing fees. The Company does not have any material commitments for capital expenditures. Plan of Operation 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 possibly from advertising revenues on its Web site. As of March 31, 2000, the Company had an accumulated deficit of forty-eight thousand eight hundred seventy-six ($48,876) dollars. The Company expects that its operating expenses will increase significantly during the next several months, especially in the areas of sales and marketing, and brand promotion. Thus, 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. 13 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 September 30, 1999, the Company has three million seven hundred sixty seven thousand two hundred shares (3,767,200) shares of its $0.001 par value common voting stock issued and outstanding which are held by approximately fifty-seven (57) shareholders of record, which includes the founder shares. To further capitalize the Company, on March 10, 2000, the Company sold 3,000,000 restricted shares of its common stock for Thirty Thousand Dollars ($30,000) cash under Regulation D, Rule 506. The Company is planning a Regulation D, Rule 505 Private Placement Offering to raise additional capital for the Company. (See Item 6. "Exhibits and Reports on Form 8-K" below.) 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. The Company has no material commitments for capital expenditures nor does it foresee the need for such expenditures over the next year. 14 Market For Company's Common Stock 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. Upon the name change of the Company to BuckTV.com, Inc., the stock symbol changed to: BKTV. (See, "Item 4 Submission of Matters to a Vote of Security Holders") A very limited market exists for the trading of the Company's common stock. Dividend Policy The Company has not yet adopted any policy regarding payment of dividends. Holders of common stock will ultimately be 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 up to now been paid on our common stock, and we do not anticipate paying any dividends on our common stock in the foreseeable future. Forward-Looking Statements This Form 10-QSB includes "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. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-QSB which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company's business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. This Form10-QSB contains statements that constitute "forward-looking statements." These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Registration and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; (iii) the Internet and Internet commerce; and, (iv) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could adversely affect actual results and performance include, among others, the Company's limited operating history, dependence on continued growth in the use of the Internet, the Company's inexperience with the Internet, potential fluctuations in quarterly operating results and expenses, security risks of transmitting information over the Internet, government regulation, technological change and competition. Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements. 15 PART II OTHER INFORMATION ITEM 1. Legal Proceedings The Company is not a party to any legal proceedings, and none are known to be contemplated. ITEM 2. Changes in Securities and Use of Proceeds None. ITEM 3. Defaults upon Senior Securities None. ITEM 4. Submission of Matters to a Vote of Security Holders On March 29, 2000, the Company held a Stockholder's Meeting at its Corporate offices at 5085 Lift Drive, Suite 201, Colorado Springs, CO 80919, for the following purposes: 1. To vote on a proposal to amend Oleramma's Articles of Incorporation to change the name of Oleramma, Inc. from "Oleramma, Inc." to "BuckTV.com, Inc." 2. To vote on a proposal to amend Oleramma's Articles of Incorporation to increase the number of authorized common shares from twenty million to one hundred million shares. The Shareholder's approved the change of corporate name from Oleramma, Inc., To BuckTV.com, Inc., and the authorization of 100,000,000 common shares. ITEM 5. Other Information None. ITEM 6. Exhibits and Reports on Form 8-K BuckTV.com, Inc. did file Form 8-K during the First Quarter, ended March 31, 2000. The Company did file a Current Report dated January 20, 2000 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 5 ("Other Events"), entitled "Further capitalization through an upcoming Regulation D, Rule 505 Offering" and pursuant to Item 6 ("Resignation of Registrant's Directors") entitled "Change of Company's Directors." The new ownership and management changes have been reflected in this Form 10QSB. 16 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: June 22, 2000 BuckTV.com, Inc. By: /s/ Richard Lindberg ----------------------- Richard Lindberg 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: June 22, 2000 BuckTV.com, Inc. By: /s/ Mysha M. Lankhorst ----------------------- Mysha M. Lankhorst Secretary 17