UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM 10-SB GENERAL FORM FOR REGISTRATION OF SEURITIES OF SMALL BUSINESS ISSUERS Under Section 12(b) or (g) of the Securities Exchange Act of 1934 Oleramma, Inc. --------------------------------------------------- (Name of Small Business Issuer in its charter) Nevada 86-0931332 ------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 10801 E. Grove Street, Apache Junction, Arizona 85220 ------------------------------------------------ ------------- (Address of principal executive offices) (zip code) (602) 984-8446 (PHONE) (602) 380-5670 (FAX) --------------------------------------------------------- Issuer's Telephone and Fax Number Securities to be registered under section 12(b) of the Act: Title of Each Class Name on each exchange on which to be registered each class is to be registered - -------------------------- -------------------------------- - -------------------------- -------------------------------- Securities to be registered under section 12(g)of the Act: Common Stock, $.001 par value per share, 20,000,000 shares authorized, 3,767,200 issued and outstanding as of April 3, 1999. FORWARD LOOKING STATEMENTS Oleramma, Inc., a developmental stage company ("Oleramma, Inc," or the "Company") cautions readers that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 10-SB or that are otherwise made by or on behalf of the Company. For this purpose, any statements contained in the Form 10-SB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," "plans," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Factors that may affect the Company's results include, but are not limited to, the Company's limited operating history, its ability to produce additional products and services, its dependence on a limited number of customers and key personnel, its possible need for additional financing, its dependence on certain industries, and competition from its competitors. With respect to any forward-looking statements contained herein, the Company believes that it is subject to a number of risk factors, including: the length of time to develop genetically engineered Yuma cotton seeds, marketing said product, other companies may be pursing the development of a similar genetically engineered Pima cotton seed, and the Company's ability to implement its product strategies to develop its business in emerging markets; competitive actions; and, general economic and business conditions. Any forward-looking statements in this report should be evaluated in light of these important risk factors. The Company is also subject to other risks detailed herein or set forth from time to time in the Company's filings with the Securities and Exchange Commission. 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT Part I ......................................................... 4 Item 1. Description of Business.................................. 4 Item 2. Management's Discussion and Analysis or Plan of Operation................................................ 13 Item 3. Description of Property.................................. 14 Item 4. Security Ownership of Management and Others and Certain Security Holders......................................... 15 Item 5. Directors, Executives, Officers and Significant Employees................................................ 16 Item 6. Remuneration of Directors and Executive Officers................................................. 17 Item 7. Interest of Management and Others in Certain Transactions............................................. 17 Part II ......................................................... 18 Item 1. Market Price of and Dividends of the Registrant's Common Equity and Other Stockholder Matters.............. 18 Item 2. Legal Proceedings........................................ 19 Item 3. Recent Sales of Unregistered Securities.................. 19 Item 4. Description of Securities................................ 21 Item 5. Indemnification of Directors and Officers................ 22 Part F/S ......................................................... 24 Item 1. Financial Statements..................................... 24 Item 2. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure..................... 24 Part III ........................................................ 25 Item 1. Index to Exhibits....................................... 25 Item 2. Description of Exhibits................................ 25 3 Part I Item 1. Description of Business A. Business Development, Organization and Acquisition Activities Oleramma, 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 original articles of the Company authorized the issuance of twenty million (20,000,000) shares of Common Stock at par value of $0.001 per share and five million (5,000,000) shares of Preferred Stock at par value of $0.001. The Registrant was incorporated on September 21, 1998, in the state of Nevada under the name Oleramma, 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. The Company engaged the services of a direct public offering consulting firm, Campbell Mello Associates, located at 3110 South Valley View, Las Vegas, NV 89102 in conjunction with structuring the self underwritten public offering undertaken prior to the filing of this Registration Statement. In consideration for these services, the Company compensated this consulting firm in the amount of $6,000.00. There are no present agreements with any consultants. In February, 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 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 February 28, 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. The Company is a developmental stage company, which plans to develop a genetically engineered Pima cotton seed, with a virus fatal to the bollworm. This process is still being developed with other varieties of cotton. Unlike other varieties of cotton, Pima cotton is a fine, lustrous fiber. It produces the longest cotton fiber and is the least plentiful and most difficult to grow, based on soil, climate, and infestations. The fibers from Pima cotton are used mainly for fine fabrics, yarns, and hosiery. It is the Company's intention to enter the marketplace as the first genetically engineered Pima cotton, which is genetically superior in combating infestations. Pima cotton is a cotton species, which represents a small percent of the total cotton grown in the U.S. Uphold cotton dominates the market. Therefore, most genetic engineering research and development is being performed with Uphold cotton. However, there are no assurances or guarantees that other companies may not enter the marketplace with a similar product beforehand. The auditors of the Company have issued a going concern opinion in Note 5 of the Notes to Financial Statements, (February 28, 1999, and December 31, 1998) which states in pertinent part the following, "The Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern." It is, however, the intent of the Company to seek to raise additional capital via a private placement offering pursuant to Regulation "D" Rule 505 or 506, once the Company is trading on OTC-BB. 4 B. Business of Issuer 1) Principal Products and Principal Markets Oleramma, Inc. was incorporated to transact any lawful business. The Company intends 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 has been unable to find any similar product on the market. Scientists have identified 39 species of cotton plants. There are basically three large groups of cotton fibers which are cultivated. These three large groups are classified based on staple length (average length of the fibers comprising a sample or bale of cotton) and appearance. The first group includes the fine, lustrous fibers with staple length ranging from about 2.5 to 6.5 cm (1 to 2.5 inches) and includes types of the highest quality, e.g., Sea Island, Egyptian, American-Egyptian and Pima cottons. This group is least plentiful and most difficult to grow, based on soil, climate, and infestations. These long-staple cottons are costly and are used mainly for fine fabrics, yarns, and hosiery. The second group contain the standard medium-staple length from about 1.3 to 3.3 cm (0.5 to 1.3 inches), e.g., Uphold. The third group includes the short-staple, coarse cottons, ranging from and 1 to 2.4 cm (0.375 to 1 inch) in length, used to make carpets and blankets, to make coarse and inexpensive fabrics, and in blends with other fibers. (Reference: R. J. Janus (ed.) The World Book Encyclopedia, 1999 edition.) Pima cotton generally is planted by early May with most of it harvested from mid-October to mid-December. Utilizing controlled climate and greenhouse conditions, this process can be accelerated to a small degree. On average, cotton requires about 180 days from cultivation to maturity, based on continues warm weather with adequate moisture and sunlight. Therefore, it will take some time, to develop a genetically engineered seed. It is the Company's intention to enter the marketplace as the first genetically engineered Pima cotton, which genetically contains toxins to combat infestations. Pima cotton is a cotton species which represents a small percent of the total cotton grown in the U.S. Uphold cotton dominates the market. Therefore, most genetic engineering research and development is being performed with Uphold cotton. However, there are no assurances or guarantees that another company will enter the marketplace with a similar product beforehand. If this should happen, it would severely limit any earnings potential for Oleramma, Inc. 5 (2) Status of Products and Services The Company has limited operating history. The company was organized on September 21, 1998. Activities to date have been limited primarily to organization, initial capitalization, finding an appropriate operating facility in Arizona, and commencing with initial operational plans. The Company's president and CEO, Rick Jesky, owned and operated a sole proprietorship horticulture nursery named Oleramma Nursery in Arizona from 1989 to 1993. Prior to that, he had 15 years experience as a teacher in the Arizona public school system. From 1993 to 1998 he worked as General Manager, for a major nightclub/restaurant (Studebaker's) in the metro Phoenix area. In addition to his duties as President and CEO of Oleramma, Inc., he is working as an educator with Superior Court of Arizona, Pinal County. He is teaching science and humanities to high school students who are assigned to State programs. As of February, 1999, the company had developed a business plan, and established a research facility. To date, the Company has taken the following initiatives and steps in order to further its operations and continues to execute its business plan, this includes: a) The Company has leased a former nursery facility from its President and CEO to conduct its operations. This lease arrangement to rent these nursery facilities is included as an Exhibit with this Filing. If the Company can develop such a basic seed, at that time, the Company would need to find larger facilities (See item "iv" below this section) or sell off (See item "h" below this section) this hybrid cotton seed to seed operators who can prorogate these seeds. b) The Company was issued a permit to sell securities to the public in the State of Nevada on February 19, 1999 pursuant to Nevada Revised Statues 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. c) Through this offering, the Company raised $38,360 to begin its product development efforts. d) The Company intends to produce the cotton seeds at its own facilities, its plan includes: i) The Company plans to conduct its research with commercially available Pima cotton seeds to be procured through one of the Arizona Cotton co-ops. ii) The Company plans to utilize the plant cell culture techniques, to develop a genetically engineered Pima cotton plant, which hopefully might resist infestations. Genetic engineering traditional methods of plant breeding and selection will be used first to benchmark and test the results of traditional methods. iii) The Company plans to utilize its facilities to develop a genetically engineered cotton seed, with toxins which will hopefully resist infestations. If successful these can be replicated in large quantities on the Company's leased property. For example, 40,000 sq. ft. provides enough land space to produce 3,000 pounds of Pima cotton in one planting. On average, one ton (2,000 pounds) of cotton produces about 500 pounds of cotton lint (i.e., ginned cotton) and approximately 850 to 900 pounds of seed. And, one pound of cotton seed represents approximately 4,000 seeds. An acre of land (42,500 sq. ft.) can grow between 40,000 to 50,000 cotton plants. In other words, one planting on 40,000 square feet can produce approximately five million (5,250,000) cotton seeds. 6 (v) If successful, the company plans give the cotton seeds it produces to one of several cotton farmers in Pinal County, Arizona, who would utilize these seeds during one of their seasonal plantings. (Cotton is harvested twice a year in Arizona.) A second planting utilizing the 5,250,000 seeds, produced at the Oleramma Nursery could produce approximately a half billion replicated cotton seeds. Management believes, based on their conversations with cotton farmers, that a Pinal County cotton farmer would not charge for the use of their land, provided they could keep the cotton crop grown (i.e., cotton lint) in exchange for the seeds produced. There are no assurances that cotton farmers might charge a nomial fee, for the use of their land to duplicate these cotton seeds, this would adversely affect the Company's business results. Traditionally, in Arizona, cotton farmers have exchanged the cotton seeds their crop produces to have their cotton ginned at no cost. Likewise, they would be willing to exchange free cotton seeds if they can keep the cotton crop produced. Cotton farmers are currently subsidized by the government, approximately sixteen (16) cents per pound for cotton lint produced, not cotton seeds produced. e) The Company intends on working with the USDA in order to obtain a Certificate of Invention if it is successful in developing this genetically engineered cotton seed and is familiar with this process. f) If successful, utilizing the Certificate of Invention, the seeds would be marketed through State Co-ops and wholesale seed companies. The President of the Company would contact each of the distributors personally and/or through a mail/telephone campaign. The Company would also advertise their seeds through National Cotton Council. Additionally, the results from the second planting, at at Pinal County cotton farmer, would provide additional data on the reduction of pesticides used. Currently, cotton farmers can spend as much as $50 dollars per acre on pesticides. The major incentive to utilize a genetically improved cotton seed is to reduce the amount of pesticide usage, in order to improve the cotton farmers cost of production. g) If successful, the cotton seeds would be distributed and sold through the aforementioned cotton co-ops and wholesale seed companies. h) As an exit strategy, the Company would consider selling the rights to its product, based on the return of equity to its shareholders; otherwise, the Company would continue to market the product on its own. If this project is successfully completed, it would give the Company the opportunity it utilize its learnings with another agricultural product and/or another variety of cotton. (3) Research and Development Activities Research and development activities for genetic engineering begin with basic techniques for gene manipulation which involve: (1) the isolation of a specific deoxyribonucleic acid (DNA) molecule(s) to be replicated as the passenger DNA; (2) the joining of this DNA with a DNA vector, also known as a vehicle or a replicon, capable of autonomous replication in a cell after foreign DNA has been inserted into it; and, (3) the transfer, via transformation or transfection, of the recombinant molecule into a suitable host. (Reference: S. P. Parker (ed.) McGraw-Hill Encyclopedia of Science and Technology, 8th edition, 1997.) 7 A variety of genetically engineered products have come to be used in agriculture. Some plants have been given genes from a bacterium, enabling them to make a poison that destroys pest insects without harming useful insects or other animals. Other crops have received genes that make them resistant to herbicides, chemicals sprayed on crops to kill weeds. According to the U.S. Department of Agriculture, thirty (30) percent of U.S. cotton fields are utilizing some form of a genetically engineered cotton seed. Cotton plants offer many practical benefits of genetic engineering. Genes can be moved from one kind of plant to another in order to improve a desired crop characteristic, e.g., the deterrence of the bollworm. So far, only single-gene traits can be manipulated; multigenic traits such as yield or nitrogen fixation are still too complex to submit with current technology. The cloning vehicle that has the greatest potential for engineering new plant varieties is the Ti plasmid. This plasmid was originally isolated from "Agrobacterium tumefaciens", a bacterium that causes tumors to form on many varieties of plants. Agrobacterium is a gram-negative bacteria that lives in soil and causes crown gall disease in plants, evidenced by the growth of tumors on the trunks and sometimes the roots of plants. The pathogenicity of the organisms is due to the presence of a bacterial PLASMID, called the Ti plasmid, that can be transferred to the plant cells from the bacteria. The plasmid contains genes that direct the plant cells to make nutrients useful for bacteria and gene products that interfere with normal plant cell growth and division. (Reference: R. Old and S. Primrose, Principles of Gene Manipulation: An Introduction to Genetic Engineering, 5th ed., 1994.) Therefore, the Company hopes to genetically alter this Ti plasmid so that pieces of foreign DNA can be inserted in it as specific restriction enzyme recognition sites. The Ti plasmid can then be used to transfer desirable genes into the chromosomes of the cotton plant cells. To accomplish this, biochemical techniques are utilized, involving special enzymes, to break the DNA strand at chosen points, insert new segments, and "stitch" the strand back together again. The result, known as recombinant DNA, is DNA that incorporates extra segments bearing genes it had not previously contained. Insertion of genes into different organisms is made much easier by the existence of bacterial plasmids, small circles of DNA which are much smaller than the bacterial chromosome. Using hericide enzymes, genes can be inserted from one organism into a bacterial plasmid, then inserted into the recombinant plasmid which is placed in the cotton seed, where it will hopefully direct the synthesis of the desired proteins. (Reference: B. R. Glick and J.J. Pasternak, Molecular Biotechnology: Principles and Applications of Recombinant DNA, 1994.) It is the Company's goal to engineer Pima cotton so it produces its own insecticide. Utilizing the science described above, the Company hopes to research and develop a bacteria gene into Pima cotton, where the cotton will produce its own toxins which will kill off any bollworms which decide to attack it. Other varieties of cotton (e.g. Upland) have had some success, utilizing these techniques to reduce infestations. 8 The Company plans to utilize standard techniques in transfering Ti plasmid combined with a an insecticide protein to create a foreign DNA which would help the Pima cotton resist infestations. The first approach is a common process for the transfer of recombinant DNA into the cells or protoplasts of plants. The process consists of infecting the plants or plant cells, or incubating protoplasts from the plants with Agrobacterium bacteria which contain in their genetic material an insecticidal protein fragment, wherein said insecticidal is integrated into the chromosome of the Agrobacterium prior to the infecting or incubating step. The second approach, which is not as widely used, is the utilization of genetic fragmentation. Microscopic metal fragments are coated with the foreign DNA and are then shot into the plant cells, penetrating the cell walls. With this technique, some of the cells retain the DNA and are transformed by it. Those cells can then be cultured and used to regenerate an entire plant. (Reference: C. P. Hollenberg and H. Sahm (eds.), Microbial Genetical Engineering and Enzyme Technology (Biotech 1), 1987.) Genes placed in the plant genome via either method may be transmitted sexually, via seeds, to the next generation, or they could also be propagated asexually, if desired. The Company plans to utilize the plant cell culture techniques, to develop a genetically engineered Pima cotton plant, to resist infestations. Genetic engineering using the Ti plasmid can produce results that could not be produced by traditional methods of plant breeding and selection. (See Definition Section, pages 25-26 of this filing for clarification of any technical terms.) There are no assurances that the Company will be successful in utilizing this process with Pima cotton. If these research and development activities are not successful, the Company will not be able to continue in business. (4) Employees The Company currently has two (2) employees: one President and one Secretary. All of the research and development will be the responsibility of the President of the Company, who has experience in the horticulture field. Therefore, until the Company can develop a hybrid Pima cotton seed, if even possible, the Company has no intention at this time to add employees. (5) Impact of Environmental Laws The Company is not aware of any federal, state or local environmental laws which would affect its operations. The Company plans to use the former horticulture nursery facilities of the Company's president to conduct its research in the potential development of this hybrid cotton seed. (6) Year 2000 Issue The Company's business does not currently utilize any electronic processing systems and therefore is not directly at risk for having systems that will not recognize the Year 2000 ("Y2K") or treat any date after December 31, 1999 as a date during the twentieth century. However, no assurances can be given that the Company will be able to avoid all Y2K problems, especially those that might originate with third parties with whom the Company transacts business, such as financial institutions, and the Company has not undertaken any investigation to determine the Y2K readiness of such parties. If the Company, or any third party with whom the Company does business were to have a Y2K problem, the business of the Company could be disrupted and the Company's financial condition and results of operations could be materially adversely affected. 9 (7) The Industry and Potential Effect on the Company's Plan of Operation Pima cotton was first introduced in the U.S. in 1903, when U.S. Department of Agriculture researches noted similarities between Egypt's Nile Valley and Arizona's Salt River Valley. They planted several varieties of extra long staple Egyptian cotton at a research farm in Sacaton, where members of the Pima Indian Tribe helped cultivate the first crops. Pima cotton is a crop whose silky, extra-long fibers are prized worldwide for use in fine shirts, luxurious undergarments and high-end linens. In the late-1980's, there were 245,000 acres planted with Pima cotton in Arizona, according to the Arizona Agricultural Statistics Service. In 1998, Arizona farmers planted only 13,000 acres of Pima cotton, down 9,000 acres from last year. Due to insect infestation with Pima cotton, farmers have shifted production to Upland cotton. Upland cotton fetches lower prices, but offers lower costs to grow and higher yields. Today, no more than 50 to 100 farmers are growing Pima cotton in Arizona, compared with 300-400 at its height. Researchers have developed varieties of the more common Upland cotton that resist the destructive bollworm. Resistant varieties of Pima cotton have yet to be developed. To the knowledge of the Company, little progress has been made in developing a resistant variety of Pima cotton; however, this does not mean that independent research is not taking place. The methods to develop a resistant variety of Pima cotton as to be employed by the Company are well known in the scientific community. These scientific methods are being developed with other varieties of cotton. Since Pima cotton represents a small share of the total cotton market, it is the Company's hope that other researchers are not trying to develop a resistant variety of Pima cotton. If the Company is second on the market with an insect resistant Pima cotton, this will limit any market potential and adversely affect the future for the Company. (8) Pima Cotton Market According to the U.S. Department of Agriculture, Pima cotton crop represents $271 million-a-year industry. California now produces 80 percent of American Pima cotton, Arizona, along with parts of Texas and New Mexico, account for the rest. Growers export 80 percent of American Pima cotton to manufacturers in Asia and Europe. The total value of the U.S. Cotton crop is approximately $6.5 billion. Pima cotton is a fine, lustrous fiber with a staple length ranging from about 2.5 to 6.5 cm (1 to 2.5 inches) and includes types of the highest quality cotton grown in the world. Pima cotton is difficult to grow, based on soil, climate, and infestations. Cotton farmers who have the right soil and climate conditions are therefore faced with infestation problems. The U.S. is the second largest producer of cotton, and China leads the world in cotton production. Genetic engineering is taking over cotton more swiftly than any other crop. In 1995, no commercial cotton was genetically modified; in 1998, more than 30 percent of 12 million acres in the U.S. will be planted with altered seeds. The genetically engineered cotton seeds are generally found in the Uphold species. Pima cotton has yet to be genetically engineered. California, which did not even plant with Pima cotton until 1897, now dominates the $271 million-a-year industry, according to the USDA. California now produces eighty (80) percent of American Pima cotton. Arizona, along with parts of Texas and New Mexico, account for the rest. Growers export eighty (80) percent of American Pima cotton to manufacturers in Asia and Europe. 10 Cotton prices in the U.S. have historically remained in a tight range. Production costs remain staggeringly high, i.e., on average it costs cotton farmers $500 an acre, compared to $200 for corn. And, yields are not increasing. Nationwide, cotton planting is down by one-fourth. Genetic engineering is viewed, by scientists, as a means to reverse cotton's decline. Insect resistance can slash the use of costly insecticides that kill worms and in so doing benefit the environment. For example, the average cotton farmer, according to the USDA, utilizes insecticides on their cotton crop ten (10) times before it is harvested. If a genetic cotton crop could be developed which reduces the use of insecticides, this would lower farm production cost and increase the profit per acre. The Company's management believes there is a void in the marketplace for insect resistant Pima cotton. The Company hopes to develop this hybrid cotton plant. (9) Customers Cotton represents the largest agricultural crop in Arizona. In recent years, Arizona cotton farmers have shifted from growing Pima cotton to Upland cotton, because of the fact that Pima cotton has been having a problem with insect infestation. As stated, cotton farmers in California produce eighty (80) percent of Pima cotton, followed by Arizona, Texas, and New Mexico. These cotton farmers purchase the bulk of their cotton seeds through a handful of seed distributors. These cotton farmers would represent the bulk of the potential Pima cotton seed business. (10) Raw Materials and Suppliers The Company plans to utilize widely available Pima cotton seeds, which will hopefully be developed into a genetically engineered Pima cotton seed through genetic engineering utilizing the soil bacterium insecitides. (11) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, and Labor Contracts If the Company can develop a hybrid Pima seed, it will file for a proprietary agriculture Certificate with the USDA. Certificates of protection are issued by the Plant Variety Protection Office of the USDA, for new distinct, uniform and stable varieties of sexually reproduced or tuber propagated plants. Each certificate certifies that the breeder has the right, during the term of the protection, to prevent others from selling the variety, offering it for sale, reproducing it, importing it, conditioning it, stocking it, or using it in producing a hybrid or different variety from it, as provided by the Act. Applications for a certificate for plant variety protection and their contents shall be kept in confidence by the Plant Variety Protection Office, by the Board, and by the offices in the Department of Agriculture to which access may be given under regulations. No information concerning the same shall be given without the authority of the owner, unless necessary under special circumstances as may be determined by the Secretary of the USDA, except that the Secretary may publish the variety names designated in applications, stating the kind to which each applies, the name of the applicant, and whether the applicant specified that the variety is to be sold by variety name only as a class of certified seed. (7 U.S.C. 2426). 11 (12) Regulation The Company will be conducting its research at a former horticulture nursery, which is owned by the Company's president and CEO. As previously stated in this filing under Research and Development, the Company plans to utilize plant cell culture techniques, to develop a genetically engineered Pima cotton plant. This is a standard technique in the horticulture industry, and requires no government regulation, at this time. This does not mean that the government may not impose regulations in the future for standard plant cell culture techniques. It is his responsibility to ensure all regulations are followed for the various federal, state and locals laws that would affect the Company's business. The Company is also subject to laws and regulation with respect to minimum wage, overtime and other working conditions, discriminatory practices and accommodations of persons with disabilities. There can be no assurance that the Company's operations and profitability will not be subject to more restrictive regulation or increased taxation by federal, state, or local agencies. (13) Present Licensing Status None -- Not Applicable. 12 Item 2. Management's Discussion and Analysis or Plan of Operation A. Management's Plan of Operation (1) In its initial approximately seven month operating period ended February 28, 1999, the Company incurred a net loss of $7,272.00 and a negative cash flow of $7,242 from operations. It has yet to receive any revenues from operations. An original stock offering was made pursuant to Nevada Revised Statues 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 September 22, 1998, founding shareholders 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), 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 February 28, 1999, the Company has three million seven hundred and sixty-seven thousand two hundred (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, including the company's founder. The Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is, however, the intent of the Company to seek to raise additional capital via a private placement offering pursuant to Regulation "D" Rule 505 or 506 or a private placement once the Company is trading on OTC-BB. Oleramma, Inc. is a developmental stage company. It does not anticipate any revenues until it can develop a specialized hybrid Pima cotton seed, if ever. Additionally, to develop this type of hybrid Pima cotton seed, it can take eighteen (18) to twenty-four (24) months, if no problems occur in the development process. As stated earlier in this filing, from cultivation to maturity, cotton requires about 180 days of continuous warm weather with adequate moisture and sunlight. It is most likely that problems will occur in this development process. Even if the Company is successful in developing this hybrid cotton seed, it will take additional time to prorogate the seed for commercial use. The Company may elect to sell-off its technology if they can develop a hybrid Pima cotton seed. Therefore, the Company does not anticipate any revenues for at least twenty-four (24) months, if at all. At the same time, other companies could be developing a similar product, if they enter the market first, this would dramatically curtail any earning potential for the Company. A superior competitive product could force the Company out of business. The company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company does not have any preliminary agreements or understandings between the company and its stockholders/officers and directors with respect to loans or financing to operate the company. (2) No engineering, management or similar report has been prepared or provided for external use by the Company in connection with the offer of its securities to the public. 13 (3) Management believes that the Company's future revenues and success will be entirely dependent of its ability to develop a hybrid Pima cotton seed. As such, the Company plans to devote substantially all of its current resources to research and development. As of February 28, 1999, the Company has yet to incur any research and development costs. However, during the fiscal and calendar year ending December 31, 1999, the Company plans to incur research and development expenses of approximately $10,000 with respect to the development of the Pima cotton seed. This research and development is described in Item 1 of this registration statement under Research and Development Activities. The cost of such activities is not expected to be borne by any of the Company's potential customers. (4) The Company currently does not expect to purchase or sell any of its facilities or equipment. (5) Management does not anticipate any significant changes in the number of its employees over the next approximately twelve (12) months. B. Segment Data As of February 28, 1999, no sales revenue has been generated by the Company. Accordingly, no table showing percentage breakdown of revenue by business segment or product line is included. Item 3. Description of Property A. Description of Property The Company's corporate headquarters are located at 10801 E. Grove, Apache Junction, AZ 85220. The Company has signed a lease with its President and CEO, owner of the property where the corporate headquarters are located to utilize these facilities at a cost of approximately $1,000.00 per month. The property consists of one thousand (1,000) square foot research lab; and, forty thousand (40,000) square feet of land, all of which was formerly used as a horticulture nursery, to conduct its operations. Management believes that this is currently suitable as the main administrative office and research facilities for the next twenty-four (24) months. The Company does not have any additional facilities, and there are currently no proposed programs for the renovation, improvement or development of the properties currently being leased by the Company. 14 B. Investment Policies Management of the Company does not currently have policies regarding the acquisition or sale of assets primarily for possible gain or primarily for income. The Company does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities. Item 4. Security Ownership of Management and Others and Certain Security Holders A. Security Ownership of Management and Certain Beneficial Owners The following table sets forth information concerning stock ownership of (i) each director, (ii) each executive officer, (iii) the directors and officers of the Company as a group, (iv) and each person known by the Company to own beneficially more than ten percent (10%) of the Common Stock.