U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended September 30, 1999
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[ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 0-25909
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OLERAMMA, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 86-0931332
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10801 E. Grove Street, Apache Junction, Arizona 85220
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(Address of principal executive offices) (zip code)
(480) 984-8446 (PHONE) (480) 380-5670 (FAX)
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Issuer's Telephone and Fax Number
N/A
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
Copies of Communications Sent to:
Thomas C. Cook, Esq.
Thomas C. Cook and Associates, Ltd.
3110 S. Valley View, Suite 106
Las Vegas, NV 89102
Tel: (702) 876-5941 - Fax: (702) 876-8865
The Registrant has 3,767,200 shares of Common stock issued and outstanding, par
value $.001 per share as of September 30, 1999. The Registrant has no
Preferred Stock issued nor outstanding as of September 30, 1999.
Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 4
Balance Sheet (unaudited)............................ 5
Statements of Operations (unaudited)................. 6
Statements of Cash Flows (unaudited)................. 7
Notes to Financial Statements........................ 8-12
Item 2. Management's Discussion and Analysis of Plan
of Operation.......................................... 13
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
3
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
(Financial Statements Commence on Following Page)
Oleramma, Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
Unaudited Audited
September 30, 1999 February 28, 1999
------------------- ------------------
CURRENT ASSETS: $ 27,918 $ 39,134
TOTAL CURRENT ASSETS: $ 27,918 $ 39,134
OTHER ASSETS:
Organization Costs (Net) $ 288 $ 303
TOTAL OTHER ASSETS: $ 288 $ 303
TOTAL ASSETS $ 28,206 $ 39,464
See accompanying notes to financial statements
4
Oleramma, Inc.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
Unaudited Audited
September 30, 1999 February 28, 1999
------------------- ------------------
CURRENT LIABILITIES
Officers Advances (Note #5) $ 0 $ 360
TOTAL CURRENT LIABILITIES: $ 0 $ 360
STOCKHOLDERS' EQUITY: (Note #4)
Preferred stock
Par value $0.001
Authorized 5,000,000 shares
Issued and outstanding at
September 30, 1999: None $ 0 $ 0
Common stock
Par value $0.001
Authorized 20,000,000 shares
Issued and outstanding at
Sept 30 & Feb 28, 1999
3,767,200 shares $ 3,767 $ 3,767
Additional Paid-In Capital $ 42,609 $ 42,609
ACCUMULATED LOSS $ -18,170 $ -7,272
TOTAL STOCKHOLDERS' EQUITY $ 32,077 $ 39,104
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $ 28,206 $ 39,464
See accompanying notes to financial statements
5
Oleramma, Inc.
(A Development Stage Company)
Unaudited
STATEMENT OF OPERATIONS
Unaudited Audited
--------- --------
Three months ended Nine months ended For the Period
September 30, September 30, Sept 21, 1998
(Inception) to
1999 1998 1999 1998 Feb 28, 1999
------- ------ -------- ------- -------------
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0 $ 0
EXPENSES:
Accounting $ 0 $ 0 $ 0 $ 0 $ 800
Amortization $ 18 $ 0 $ 54 $ 0 $ 72
Bank Charges $ 21 $ 0 $ 63 $ 0 $ 86
Filing Fees $ 85 $ 0 $ 490 $ 0 $ 490
Rent $ 3,000 $ 0 $ 7,000 $ 0 $ 7,000
Consulting Fees $ 0 $ 0 $ 0 $ 0 $ 6,000
Supplies $ 651 $ 0 $ 2,857 $ 0 $ 2,857
Miscellaneous $ 90 $ 0 $ 865 $ 0 $ 865
TOTAL EXPENSES: $ 3,871 $ 0 $ 11,329 $ 0 $ 18,170
NET PROFIT/LOSS (-) $ -3,871 $ 0 $-11,329 $ 0 $-18,170
Net Profit/Loss (-)
per weighted share
(Note 1): $ -.0010 $ -.0031 $ -.0052
Weighted average of
common shares
outstanding at end of
reporting period: 3,767,200 3,595,711 3,446,783
See accompanying notes to financial statements
6
Oleramma, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Unaudited
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
For the Nine Months Ended For the Period
Sept 21, 1998
Sept 30, 1999 Sept 30, 1998 (Inception) to
(Unaudited) (Unaudited) Sept. 30, 1999
-------------- ------------- ---------------
Cash Flows from
Operating Activities
Net Loss $ -11,329 $ 0 $ -18,170
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Amortization +54 +72
Changes in assets and
Liabilities:
Organization Costs -360 -360
---------------------------------------------------
Net cash used in
Operating activities: $ -11,635 $ 0 $ -18,458
Cash Flows from
Investing Activities: 0 0 0
Cash Flows from
Financing Activities:
Issuance of Common
Stock for Cash +38,360 0 +46,376
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Net Increase (decrease) $ +26,725 $ 0 $ + 27,918
Cash,
Beginning of period: 1,193 0 0
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Cash, End of Period: $ 27,918 $ 0 $ 27,918
See accompanying notes to financial statements.
7
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
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 stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the nine and twelve-month period ended September 30, 1999, are not necessarily
indicative of the results that may be expected for the year ended December
31, 1999. For further information, refer to the audited financial statements
and the footnotes thereto included in the company's report on Form 10SB12G
for period ended February 28, 1999.
The balance sheet at February 28, 1998, has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents. There are no
cash equivalents as of September 30, 1999.
8
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109
(SFAS #109) (Accounting from Income Taxes). A deferred tax asset or
liability is recorded for all temporary differences between financial and
tax reporting. Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss
per share is computed by dividing losses available to common stockholders
by the weighted average number of common shares outstanding during the
period. Diluted loss per share reflects per share amounts that would have
resulted if dilative common stock equivalents had been converted to common
stock. As of September 30, 1999, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
9
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (CONTINUED)
Year 2000 Disclosure
Computer programs that have time sensitive software may recognize a date
using (00) as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruption of normal business
activities.
Based on a recent and ongoing assessment, the Company has determined that
any purchased software will be off-the-shelf software and will be certified
Year 2000 compatible for all of its computing requirements. The Company
presently believes that with modifications to existing off-the-shelf software
or conversions to new software, the Year 2000 issue will not pose significant
operational problems and will not materially affect future financial results.
The Company currently anticipates purchasing new off-the-shelf Year 2000
compatible software in the near future, which is prior to any anticipated
impact on its operating systems. The total cost of this new software is not
anticipated to be a material expense to the Company at this time. However,
there can be no guarantee that these new off-the-shelf software products will
be adequately modified which could have a material adverse effect on the
Company's results of operations.
10
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30,
1999, due to the net loss and no state income tax in Nevada, the state of
the Company's domicile and operations. The Company's total deferred tax
asset as of June 30, 1999 is as follows:
Net operation loss carry forward $ 6,823
Valuation allowance $ 6,823
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in 2018. The
Company's statutory rate for the tax year ended 1998 is estimated at 0%.
The Company did not record any deferred tax assets for year ended December
31, 1998. The Company's effective tax rate is 0%.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 20,000,000 shares
with a par value of $0.001 per share.
Preferred Stock
The authorized preferred stock of the corporation consists of 5,000,000
shares with a par value of $0.001 per share.
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 to a director.
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 Stock at a price of $0.05 per share for a total amount
raised of $38,360.
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Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE 5 - 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 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. At this time, the Company believes it has sufficient capital
to remain in business for the appoximately the next twelve (12) to
twenty-four (24) months. If at that time the Company seeks to raise
additional capital, it would do so via a private placement offering pursuant
to Regulation D, Rule 505, that is, once the company is trading on the
OTC-BB. Until that time, the stockholders/officers and or directors have
committed to advancing the operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company entered into a lease on March 1, 1999, with Rick Jesky, the
company's president, to lease a 1,000 square-foot building for research
facilities and 40,000 square feet of land for the cotton growth experiment,
for approximately $1,000.00 a month. 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 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common or preferred stock.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
The current core business of Oleramma, Inc. is 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.
The Company has limited itself to the development of one product; however, this
does not preclude the company from seeking other product opportunities. At
this time, it does not have the resources to pursue other agricultural products.
It is the Company's goal to develop a genetically engineered Pima cotton, that
genentically 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.
The Company experienced operating losses for the period ended September 30,
1999. The financial statements have been prepared assuming the Company will
continue to operate as a going concern which contemplates the realization of
assets and the settlement of liabilities in the normal course of business. No
adjustment has been made to the recorded amount of assets or the recorded
amount or classification of liabilities which would be required if the
Company were unable to continue its operations. As discussed in Note
5, management believes it has sufficient cash to meet its obligations in the
normal course of business for approximately the next twelve (12) to
twenty-four (24) months.
Unclassified Balance Sheet - In accordance with the provisions of SFAS No.
53, the Company has elected to present an unclassified balance sheet.
Loss Per Share - The Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" that
established standards for the computation, presentation and disclosure of
earnings per share ("EPS"), replacing the presentation of Primary EPS with
a presentation of Basic EPS. It also requires dual presentation of Basic
EPS and Diluted EPS on the face of the income statement for entities with
complex capital structures. The Company did not present Diluted EPS since
it has a simple capital structure.
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.
13
Plan of Operation
For the Quarter ending September 30, 1999, the Company incurred a net loss of
approximately $3,871. In its initial approximately nine months operating
period ended September 30, 1999, the Company incurred a net loss of
approximately $11,329, and a negative cash flow of approximately $11,635 from
operations. These numbers are in-line with company expectations, during
its developmental stage. Management does not believe that the Company will
be able to generate any revenues until it can develop a hybrid cotton seed.
There are no assurances that the Company will be able to accomplish this goal.
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.
Management fully anticipates that the proceeds from the sale of all of the
Common Shares sold in the offering delineated above will be sufficient to
provide the Company's capital needs for the next approximately twelve (12)
to twenty-four (24) months. At that time, the Company will need additional
working capital to finance its planned activity.
The Company is working on developing a hybrid engineered Pima cotton seed,
with a toxin which will hopefully repel infestations. 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.
The Company hopes to be able to move genes 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.
14
The Company plans to utilize the plant cell culture techniques, to develop a
genetically engineered Pima cotton plant, to resist infestations. Genetic
engineering traditional methods of plant breeding and selection will be used
first to benchmark the results of traditional methods. The Company is in the
process to benchmark these results. Progress through the Third Quarter,
ending September 30, 1999 has been slow. The Company has yet to generate any
results to benchmark. If these results utilizing the plant cell culture
techniques not successful, the Company's next step will be to utilized the
Ti plasmid that might be able to produce results that could not be produced by
traditional methods of plant breeding and selection. If this method is
employed 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.
It is a lengthy process for the Company to validate results. The Company
does not expect any measurable results for at least twelve (12) to
twenty-four (24) months, based on the slow cultivation process of cotton
seeds. 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. As stated earlier,
management believes it has sufficient resources to provide the Company's
capital needs for the next approximately twelve (12) to twenty-four (24)
months. There can be no assurances that unforeseen conditions may hamper the
company's plans which would adversely affect the financial condition of the
Company.
The Company currently has 2 employees who are both officers and directors of
the Company. These employees received no compensation through September 30,
1999. If cash resources permit, and the Company can demonstrate positive
results, it plans to hire part-time employees to help replicate the Pima
cotton seed crop. The Company does not foresee this happening for minimum of
another eighteen (18) months, if it can achieve positive results in developing
a hybrid cotton. (See employment agreements in 10SB12G).
Results of Operations
As of September 30, 1999, the Company has yet to generate any revenues. In
addition, the Company does not expect to generate any revenues over the next
approximately twelve (12) to twenty-four (24) months, based on the fact
that it takes on average one hundred eighty (180) from cultivation to
harvest of a test cotton crop. This average growing time is based on the
crop receiving good moisture and sunshine.
For the Quarter ending September 30, 1999, the Company incurred a net loss
of approximately $3,871. In its initial nine month operating period ended
September 30, 1999, the Company incurred a net loss of approximately $11,329,
and a negative cash flow of approximately $11,635 from operations. The
majority of expenses for the company were rent of facilities and supplies to
conduct its agricultural research.
The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.
Dividend Policy
The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends 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.
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.
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
During the quarter ended September 30, 1999, no matters were submitted to the
Company's security holders.
ITEM 5. Other Information
The Company entered into a lease on March 1, 1999, with Rick Jesky, the
Company's President, to lease a 1,000 square-foot building for research
facilities and 40,000 square feet of land for the cotton growth experiment,
for approximately $1,000.00 per month. A copy of this lease can be found in
the Company's original Registration Statement 10SB12G filed on April 29, 1999
with the U.S. Securities and Exchange Commission.
ITEM 6. Exhibits and Reports on Form 8-K
None.
16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OLERAMMA, INC.
(Registrant)
Dated: October 19, 1999
/s/ Rick Jesky
- --------------------------
Rick Jesky, President and Chief
Executive Officer
17