U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: September 30, 1999
Commission File Number: 000-25725
BUCKEYE OIL AND GAS, INC.
(Exact name of small business issuer as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-1026453
(IRS Employer Identification No.)
5650 Greenwood Plaza Blvd, Suite 216
Englewood, Colorado
(Address of principal executive offices)
80111
(Zip Code)
(303) 741-1118
(Issuer's Telephone Number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: Yes
__X__ No ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of September 30, 1999, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine month period ended
September 30, 1999, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Company's unaudited financial statements and notes thereto included herein. The
Company generated no revenues during the nine month period ended September 30,
1999. Management of the Company anticipates that the Company will not generate
any significant revenues until the Company accomplishes its business objective
of merging with a nonaffiliated entity or acquiring assets from the same.
In connection with, and because it desires to take advantage of, the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, the Company cautions readers regarding certain forward looking statements
in the following discussion and elsewhere in this report and in any other
statement made by, or on the behalf of the Company, whether or not in future
filings with the Securities and Exchange Commission. Forward looking statements
are statements not based on historical information and which relate to future
operations, strategies, financial results or other developments. Forward looking
statements are necessarily based upon estimates and assumptions that are
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which, with respect to future business decisions, are subject to
change. These uncertainties and contingencies can affect actual results and
could cause actual results to differ materially from those expressed in any
forward looking statements made by, or on behalf of, the Company. The Company
disclaims any obligation to update forward looking statements.
Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business, in exchange for its securities. As of the date of
this report, management of the Company has had preliminary discussions with
potential merger or acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto. In the event the
Company does enter into an agreement with such a third party, the Board of
Directors does intend to obtain certain assurances of value of the target entity
assets prior to
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consummating such a transaction, with further assurances that an audited
financial statement would be provided within sixty days after closing of such a
transaction. Closing documents relative thereto will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
The Company has no full time employees. The Company's President and
Secretary have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers anticipate that the business
plan of the Company can be implemented by their devoting approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.
Because the Company presently has nominal overhead or other material
financial obligations, management of the Company believes that the Company's
short term cash requirements can be satisfied by management injecting whatever
nominal amounts of cash into the Company to cover these incidental expenses.
There are no assurances whatsoever that any additional cash will be made
available to the Company through any means.
Liquidity and Capital Resources
The Company presently has nominal cash or cash equivalents. Because the
Company is not required to pay rent or salaries to any of its officers or
directors, management believes that the Company has sufficient funds to continue
operations through the foreseeable future.
The Company's securities are currently not liquid. There are no market
makers in the Company's securities and it is not anticipated that any market
will develop in the Company's securities until such time as the Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets. The Company presently has no liquid
financial resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.
Year 2000 Disclosure
Many existing computer programs use only two digits to
identify a year in the date field. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000. As a result, many companies will be required to undertake
major projects to address the Year 2000 issue. Because the Company has nominal
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assets, including no personal property such as computers, it is not anticipated
that the Company will incur any negative impact as a result of this potential
problem. However, it is possible that this issue may have an impact on the
Company after the Company successfully consummates a merger or acquisition.
Management intends to address this potential problem with any prospective merger
or acquisition candidate. There can be no assurances that new management of the
Company will be able to avoid a problem in this regard after a merger or
acquisition is so consummated.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION - NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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<PAGE>
<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Balance Sheet
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Audited
September December
30, 1999 31, 1998
--------- ---------
<S> <C> <C>
ASSETS
Current Assets - Cash $ 1,196 $ 0
--------- ---------
TOTAL ASSETS $ 1,196 $ 0
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 4,208 $ 0
--------- ---------
Total Current Liabilities 4,208 0
--------- ---------
SHAREHOLDERS' EQUITY
Preferred Stock, $.01 Par Value
Authorized 25,000,000 Shares;
Issued And Outstanding 0 Shares 0 0
Common Stock, $.001 Par Value
Authorized 100,000,000 Shares;
Issued And Outstanding 500,000 Shares 500 500
Capital Paid In Excess of
Par Value of Common Stock 257,500 244,500
Retained Earnings (Deficit) (245,000) (245,000)
Deficit Accumulated During The
Development Stage (16,012) 0
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (3,012) 0
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,196 $ 0
========= =========
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
Unaudited Unaudited Unaudited
Nine Month Nine Month Jan. 1, 1997
Interim Period Interim Period (Inception)
Ended Ended Through
September September September
30, 1999 30, 1998 30, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
------------ ------------ ----------
Expenses:
Administrative Services 2,700 0 2,700
Bank Charges 54 0 54
Professional Fees 12,358 0 12,358
Rent 900 0 900
------------ ------------ ----------
Total Expenses 16,012 0 16,012
------------ ------------ ----------
Net (Loss) Before Other Income $ (16,012) $ 0 $ (16,012)
Other Income - Interest 0 0 0
------------ ------------ ----------
Net Income (Loss) $ (16,012) $ 0 $ (16,012)
============ ============ ==========
Basic Earnings (Loss)
Per Share $ (0.00) $ 0.00
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Unaudited
Three Month Three Month
Interim Period Interim Period
Ended Ended
September September
30, 1999 30, 1998
------------ ------------
<S> <C> <C>
Revenue $ 0 $ 0
------------ ------------
Expenses:
Administrative Services 900 0
Bank Charges 32 0
Professional Fees 5,608 0
Rent 300 0
------------ ------------
Total Expenses 6,840 0
------------ ------------
Net (Loss) Before Other Income $ (6,840) $ 0
Other Income - Interest 0 0
------------ ------------
Net Income (Loss) $ (6,840) $ 0
============ ============
Basic Earnings (Loss)
Per Share $ (0.00) $ 0.00
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Unaudited Unaudited
Nine Month Nine Month Jan. 1, 1997
Interim Period Interim Period (Inception)
Ended Ended Through
September September September
30, 1999 30, 1998 30, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Net (Loss) $ (16,012) $ 0 $ (16,012)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Increase in Account Payable 4,208 0 4,208
------------ ------------ ----------
Net Flows From Operations (11,804) 0 (11,804)
------------ ------------ ----------
Cash Flows From
Investing Activities:
0 0 0
------------ ------------ ----------
Net Cash Flows From Investing 0 0 0
------------ ------------ ----------
Cash Flows From
Financing Activities:
Additional Paid In Capital 13,000 0 13,000
------------ ------------ ----------
Cash Flows From Financing 8,000 0 8,000
------------ ------------ ----------
Net Increase In Cash 1,196 0 1,196
Cash At Beginning Of Period 0 0 0
------------ ------------ ----------
Cash At End Of Period $ 1,196 $ 0 $ 1,196
============ ============ ==========
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
- --------------------------------------------------------------------------------
<CAPTION>
Deficit
Accumulated
Number Of Capital Paid During The
Common Common In Excess of Development Retained
Shares Stock Par Value Stage Deficit Total
-------- ------- --------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance At
December 31, 1996,
1997, 1998 500,000 $ 500 $ 244,500 $ 0 $(245,000) $ 0
Net (Loss) At
September 30, 1999 - - 13,000 (16,012) - (3,012)
-------- ------- --------- ----------- --------- --------
Balance At
September 30, 1999 500,000 $ 500 $ 257,500 $ (16,012) $(245,000) $ (3,012)
======== ======= ========= =========== ========= ========
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<PAGE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Notes To Unaudited Financial Statements
For The Nine Month Period Ended September 30, 1999
- --------------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month and nine month
interim period ended September 30, 1999 were taken from the books and records
without audit. However, such information reflects all adjustments (consisting
only of normal recurring adjustments, which are of the opinion of management,
necessary to reflect properly the results of interim periods presented). The
results of operations for the nine month period ended September 30, 1999 are not
necessarily indicative of the results to be expected for the fiscal year ended
December 31, 1999.
Note 2 - Financial Statements
- -----------------------------
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of foot notes, reference is made to the Company's Report on Form 10
for the year ended December 31, 1998 as filed with the Securities and Exchange
Commission and the audited financial statements included therein.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BUCKEYE OIL AND GAS, INC.
(Registrant)
Dated: November 5, 1999
By: S/Gregory J. Simonds
------------------------------------
Gregory J. Simonds, President
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<PAGE>
BUCKEYE OIL AND GAS, INC.
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
EXHIBITS Page No.
EX-27 Financial Data Schedule..............................................13
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30,
1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,196
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,196
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,196
<CURRENT-LIABILITIES> 4,208
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (3,512)
<TOTAL-LIABILITY-AND-EQUITY> 1,196
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,012
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16,012)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16,012)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,012)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
