U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
BUCKEYE OIL AND GAS, INC.
-------------------------
(Name of Small Business Issuer in its charter)
Colorado 84-1026453
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
------------------- -----
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (303) 741-1118
-------------
Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
------------
(Title of Class)
Page One of Sixty One Pages
Exhibit Index is Located at Page Thirty Six
<PAGE>
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business . . . . . . . . . . . . . 3
Item 2. Plan of Operation. . . . . . . . . . . . . . . . . 8
Item 3. Description of Property. . . . . . . . . . . . . . 14
Item 4. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . 15
Item 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . 16
Item 6. Executive Compensation . . . . . . . . . . . . . . 20
Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . 21
Item 8. Description of Securities. . . . . . . . . . . . . 21
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters . . . . . . . . . . . . . .. . . . . . . 23
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . 25
Item 3. Changes in and Disagreements with Accountants. . . 25
Item 4. Recent Sales of Unregistered Securities. . . . . . 25
Item 5. Indemnification of Directors and Officers. . . . . 26
PART F/S
Financial Statements . . . . . . . . . . . . . . . 27
PART III
Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . 36
Item 2. Description of Exhibits. . . . . . . . . . . . . . 38
2
<PAGE>
PART I
Item 1. Description of Business
Buckeye Oil and Gas, Inc. (the "Company") was incorporated on March 7,
1986, under the laws of the State of Colorado, for the purpose of exploiting oil
and gas venture opportunities which management believed were available at the
time of the Company's inception. In this regard, the Company acquired an oil and
gas lease and thereafter, drilled a well on this property, which well resulted
in a dry hole. This endeavor depleted all of the Company's financial resources
and no further oil and gas activity was undertaken and the Company's operations
have been dormant since September 1987. Other than issuing shares to its
original shareholders, the Company never commenced any other operational
activities. As such, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or acquisition with a
private entity. The Board of Directors of the Company has elected to commence
implementation of the Company's principal business purpose, described below
under "Item 2 - Plan of Operation."
The Company is filing this Registration Statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.
The proposed business activities described herein classify the Company
as a "blank check" company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in the Company's securities or undertake any offering
of the Company's securities, either debt or equity, until such time as the
Company has successfully implemented its business plan described herein.
Relevant thereto, each shareholder of the Company has executed and delivered a
"lock-up" letter agreement, affirming that they shall not sell their respective
shares of the Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is no longer
classified as a "blank check" company. In order to provide further assurances
that no trading will occur in the Company's securities until a merger or
acquisition has been consummated, each shareholder has agreed to place their
respective stock certificate with the Company's legal counsel, Andrew I. Telsey,
P.C., who will not release these respective certificates until such time as
legal counsel has confirmed that a merger or acquisition has been successfully
consummated. However, while management believes that the procedures established
to preclude any sale of the Company's securities prior to closing of a merger or
3
<PAGE>
acquisition will be sufficient, there can be no assurances that the procedures
established relevant herein will unequivocally limit any shareholder's ability
to sell their respective securities before such closing.
The Company's business is subject to numerous risk factors, including
the following:
Going Concern; No Operating History or Revenue and Minimal Assets. The
Company's financial statements accompanying this Registration Statement have
been prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty. The Company
has had no operating history nor any revenues or earnings from operations. The
Company has no significant assets or financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.
Speculative Nature of Company's Proposed Operations. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
Scarcity of and Competition for Business Opportunities and
Combinations. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be desirable target candidates
for the Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in
4
<PAGE>
seeking merger or acquisition candidates with numerous other small public
companies.
No Agreement for Business Combination or Other Transaction-No Standards
for Business Combination. The Company has no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. There can be no assurance the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance the Company will be able to
negotiate a business combination on terms favorable to the Company. The Company
has not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which the Company would not
consider a business combination in any form with such business opportunity.
Accordingly, the Company may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.
Continued Management Control, Limited Time Availability. While seeking
a business combination, management anticipates devoting up to twenty hours per
month to the business of the Company. None of the Company's officers has entered
into a written employment agreement with the Company and none is expected to do
so in the foreseeable future. The Company has not obtained key man life
insurance on any of its officers or directors. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
any of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations. See "Item 5 - Directors,
Executive Officers, Promoters and Control Persons."
Conflicts of Interest - General. Officers and directors of the Company
may in the future participate in business ventures which could be deemed to
compete directly with the Company. Additional conflicts of interest and non-arms
length transactions may also arise in the future in the event the Company's
officers or directors are involved in the management of any firm with which the
Company transacts business. Management has adopted a policy that the Company
will not seek a merger with, or acquisition of, any entity in which management
serve as officers, directors or partners, or in which they or their family
members own or hold any ownership interest.
Reporting Requirements May Delay or Preclude Acquisition.
Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") require companies subject thereto to provide
5
<PAGE>
certain information about significant acquisitions, including certified
financial statements for the company acquired, covering one, two, or three
years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to prepare such
statements may significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the 1934
Act are applicable.
Lack of Market Research or Marketing Organization. The Company has
neither conducted, nor have others made available to it, results of market
research indicating that market demand exists for the transactions contemplated
by the Company. Moreover, the Company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.
Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by business opportunities which the Company
merges with or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.
Regulation. Although the Company will be subject to regulation under
the Securities Exchange Act of 1934, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.
Probable Change in Control and Management. A business
combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in the Company. Any such
6
<PAGE>
business combination may require management of the Company to sell or transfer
all or a portion of the Company's Common Shares held by them, or resign as
members of the Board of Directors of the Company. The resulting change in
control of the Company could result in removal of one or more present officers
and directors of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following Business Combination.
The Company's primary plan of operation is based upon a business combination
with a private concern which, in all likelihood, would result in the Company
issuing securities to shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of the
Company.
Disadvantages of Blank Check Offering. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.
Taxation. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both parties to the
transaction.
Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
7
<PAGE>
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this Registration Statement.
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 minimal time 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. See
"Item 5 - Directors, Executive Officers, Promoters and Control Persons -
Resumes."
The Company's officers and directors were formerly involved with other
"blank check" companies. The Company's officers and directors may, in the
future, become involved with other companies who have a business purpose similar
to that of the Company. As a result, additional potential conflicts of interest
may arise in the future. If such a conflict does arise and an officer or
director of the Company is presented with business opportunities under
circumstances where there may be a doubt as to whether the opportunity should
belong to the Company or another "blank check" company they are affiliated with,
they will disclose the opportunity to all such companies. If a situation arises
in which more than one company desires to merge with or acquire that target
company and the principals of the proposed target company has no preference as
to which company will merger or acquire such target company, the company which
first filed a registration statement with the Securities and Exchange Commission
will be entitled to proceed with the proposed transaction. See "Item 5 -
Directors, Executive Officers, Promoters and Control Persons - Prior 'Blank
Check' Experience."
The Articles of Incorporation of the Company provides that the Company
shall possess and may indemnify officers and/or directors of the Company for
liabilities, which can include liabilities arising under the securities laws.
Therefore, assets of the Company could be used or attached to satisfy any
liabilities
8
<PAGE>
subject to such indemnification. See "Part II - Item 5 -
Indemnification of Directors and Officers."
General Business Plan
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages
of an Exchange Act registered corporation. The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is purposefully general and is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See "Part F/S - Financial Statements." This lack of diversification should be
considered a substantial risk to shareholders of the Company because it will not
permit the Company to offset potential losses from one venture against gains
from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the
9
<PAGE>
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The Securities Exchange
Act of 1934 (the "34 Act") specifically requires that any merger or acquisition
candidate comply with all applicable reporting requirements, which include
providing audited financial statements to be included within the numerous
filings relevant to complying with the 34 Act. Nevertheless, the officers and
directors of the Company have not conducted market research and are not aware of
statistical data which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities which may be brought
to its attention through present associations of the Company's officers and
directors, or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, shall rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholders, in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors will be utilized by the Company to
effectuate its business purposes described herein. However, if the Company does
10
<PAGE>
retain such an outside consultant or advisor, any cash fee earned by such party
will need to be paid by the prospective merger/ acquisition candidate, as the
Company has no cash assets with which to pay such obligation. There have been no
contracts or agreements with any outside consultants and none are anticipated in
the future.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company. However, the only opportunity which management has to have these
loans repaid will be from a prospective merger or acquisition candidate.
Management has agreed among themselves that the repayment of any loans made on
behalf of the Company will not impede, or be made conditional in any manner, to
consummation of a proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any terms of sale of the shares presently held
by officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.
11
<PAGE>
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. Until such time as this occurs, the Company
will not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on the value of the Company's securities in the future, if such a market
develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may
12
<PAGE>
be subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 34 Act. Included
in these requirements is the affirmative duty of the Company to file independent
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's audited financial statements included in its annual
report on Form 10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters necessary to
insure the Company's compliance with the requirements of the 34 Act, or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents, the closing documents
will provide that the proposed transaction will be voidable, at the discretion
of the present management of the Company. If such transaction is voided, the
agreement will also contain a provision providing for the acquisition entity to
reimburse the Company for all costs associated with the proposed transaction.
Forward Looking Statements
This registration statement contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
concerning the Company's operations, economic performance and financial
condition, including, in particular, the likelihood of the Company's success in
merging with an established privately held company or acquiring assets. These
statements are based upon a number of assumptions and estimates which are
inherently subject to significant uncertainties and contingencies, many of which
are beyond the control of the Company
13
<PAGE>
and reflect future business decisions which are subject to change. Some of these
assumptions inevitably will not materialize and unanticipated events will occur
which will affect the Company's results. Consequently, actual results will vary
from the statements contained herein and such variance may be material.
Prospective investors should not place undue reliance on this information.
However, the relevant legislation (the Litigation Reform Act) does not apply to
initial public offerings. This registration statement, while not intending to
raise any capital for the Company, could be construed as the Company's initial
public offering.
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 no assets,
including any 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.
Competition
The Company will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial resources
and limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.
Item 3. Description of Property
The Company has no properties and at this time has no agreements to
acquire any properties. The Company intends to attempt to acquire assets or a
business in exchange for its securities which assets or business is determined
to be desirable for its objectives.
14
<PAGE>
The Company operates from its offices at 5650 Greenwood Plaza Blvd.,
Suite 216, Englewood, Colorado 80111. This space is provided to the Company on a
rent free basis by Gregory J. Simonds, an officer and director and a principal
shareholder of the Company, and it is anticipated that this arrangement will
remain until such time as the Company successfully consummates a merger or
acquisition. Management believes that this space will meet the Company's needs
for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
- -------------- ----- ----- -----
Common Gregory J. Simonds(1) 135,184 27.0%
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, CO 80111
Common Gilberta Gara(1) 35,000 7.0%
RR 2, Box 241
Torrington, WY 82240
Common Ray Daniels 40,000 8.0%
898 Pimlico Court
Boulder, CO 80303
Common Gerald Loffredo 49,000 9.8%
1990 W. Rockrose Way
Chandler, AZ 85248
Common Jack Beam 47,816 9.6%
5910 S. University Blvd.
Suite C-18, #429
Littleton, CO 80121
Common Mike Wolf 43,612 8.7%
3430 E. Geddes Place
Littleton, CO 80122
15
<PAGE>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
- -------------- ----- ----- -----
Common Gregory W. Skufca 119,184 23.8%
2191 W. Dry Creek Road
Littleton, CO 80120
Common All Officers and 170,184 34.0%
Directors as a
Group (2 person)
- ------------------------------
(1) Officer and Director.
The balance of the Company's outstanding Common Shares are held by 3
persons.
(b) Security Ownership of Management.
The following table sets forth the beneficial ownership for each class
of equity securities of Buckeye Oil and Gas, Inc. beneficially owned by all
directors and officers of the Company.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner of Class
- -------------- ----- ----- --------
Common Gregory J. Simonds(1) 135,184 27.0%
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, CO 80111
Common Gilberta Gara(1) 35,000 7.0%
RR 2, Box 241
Torrington, WY 82240
Common All Officers and 170,184 34.0%
Directors as a
Group (2 person)
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and officers of the Company are as follows:
16
<PAGE>
Name Age Position
---- --- --------
Gregory J. Simonds 48 President and Director
Gilberta P. Gara 57 Secretary, Treasurer
and Director
The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. Vacancies in the existing Board of Directors are
filled by majority vote of the remaining Directors. Officers of the Company
serve at the will of the Board of Directors. There is no family relationship
between any executive officer and director of the Company.
Resumes
Gregory J. Simonds, is President and a director of the Company,
positions he has held since June 1998. In addition to his positions with the
Company, since June 1991, Mr. Simonds has been self-employed, acting as a
consultant to various different companies, both public and private, as well as
managing his own investment portfolio. Mr. Simonds received a Bachelor of
Science degree from New England College, Henniker, New Hampshire in 1973. Mr.
Simonds devotes only such time as necessary to the business of the Company,
which time is not expected to exceed 20 hours per month.
Gilberta P. Gara, is Secretary, Treasurer and a director of the
Company, positions she has held since June 1998. Prior, from the Company's
inception until June 1998, she was President, Treasurer and a director of the
Company. In addition to her positions with the Company, since November 1994, Ms.
Gara has also been an independent distributor for The People's Network, a
television network based in Dallas, Texas. Prior, from 1990 through October
1994, she was the owner and operator of Gara & Sons, Torrington, Wyoming, a
distributor of giftware lines. In January 1992, Ms. Gara filed a petition for
protection under the U.S. Bankruptcy Code with the United States Federal
Bankruptcy Court located in Denver, Colorado, where a discharge was entered in
May 1992. She devotes only such time as necessary to the business of the
Company, which is not expected to exceed 20 hours per month.
Prior "Blank Check" Experience
Mr. Simonds and Ms. Gara were officers and directors of
Princeton Management Corporation, a Colorado corporation
("Princeton"), whose principal business was consistent with the
business of the Company as outlined hereinabove. Princeton filed
a registration statement with the SEC on Form 10-SB, which became
effective in March 1997. Effective November 17, 1998, pursuant to
17
<PAGE>
a definitive agreement, Princeton acquired all of the issued and outstanding
securities of USA Service Systems, Inc. ("USA"), a Florida corporation. The
terms of the transaction provided that Princeton undertook a forward split of
its issued and outstanding common stock, whereby 4.33 shares of common stock
were issued in exchange for each share of common stock then issued and
outstanding in order to establish the number of issued and outstanding common
shares at closing to be 1,250,000 shares. Princeton and USA entered into a share
exchange agreement wherein Princeton issued an aggregate of 3,750,000
"restricted" shares of the its Common Stock to the USA shareholders in exchange
for all of the issued and outstanding shares of USA. USA became a wholly owned
subsidiary of Princeton. Princeton also changed its name to "USA Service
Systems, Inc." Mr. Simonds and Ms. Gara resigned their positions as officers and
directors upon closing of the aforesaid transaction.
In addition, Mr. Simonds is also an officer and director of 3PM Holding
Corp., a Colorado corporation ("3PM"), whose principal business is consistent
with the business of the Company as outlined hereinabove. 3PM filed a
registration statement with the SEC on Form 10-SB, which became effective in
January 1998. Effective May 19, 1998, 3PM entered into a letter of intent with
Northwood Sports, Inc., a Canadian corporation ("Northwood"), whereby 3PM agreed
in principle to acquire all of the issued and outstanding shares of Northwood in
exchange for issuance by 3PM of previously unissued "restricted" common stock.
The relevant terms of the proposed transaction require 3PM to (i) undertake a
"forward split" of its common stock, whereby 2.4 shares of common stock shall be
issued in exchange for each share of common stock issued and outstanding, in
order to establish the number of issued and outstanding common shares of 3PM at
Closing to be 1,200,000 shares; and (ii) issue to the Northwood shareholders an
aggregate of 4,800,000 "restricted" common shares (post split), representing 80%
of the 3PM's then outstanding common stock, in exchange for all of the issued
and outstanding shares of Northwood.
The proposed transaction is subject to satisfaction of certain
conditions, including completion of due diligence activities, the approval of
the transaction by all of the Northwood shareholders and the approval of the
proposed transaction by the shareholders of 3PM. The aforesaid transaction has
not closed as of the date of this registration statement due primarily to
certain issues relating to Northwood. As of the date of this Registration
Statement, management of 3PM is continuing discussions with management of
Northwood concerning the proposed transaction, but there can be no assurances
that such transaction will be successfully closed. In this regard, management of
3PM is continuing to review prospective merger or acquisition candidates, but as
of the date of this Registration Statement, there is no agreement between 3PM
and any third party providing for 3PM to merge or acquire any assets.
18
<PAGE>
The foregoing is a complete description of all "blank check" companies
with whom management of the Company has been, or is, involved.
Conflicts of Interest
Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.
The officers and directors of the Company are now and may in the future
become shareholders, officers or directors of other companies which may be
formed for the purpose of engaging in business activities similar to those
conducted by the Company. Accordingly, additional direct conflicts of interest
may arise in the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of interest may arise
with respect to opportunities which come to the attention of such individuals in
the performance of their duties or otherwise. The Company does not currently
have a right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate to the Company's
proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the Company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company or the companies in which the officers and directors are
affiliated with both desire to take advantage of an opportunity, then said
officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy with respect
to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the business of investing or
trading in
19
<PAGE>
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences. The Company's Board
of Directors unanimously approved a resolution stating that it is the Company's
desire to be exempt from the Investment Company Act of 1940 via Regulation 3a-2
thereto.
Item 6. Executive Compensation.
None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this Registration
Statement, the Company has no funds available to pay directors. Further, none of
the directors are accruing any compensation pursuant to any agreement with the
Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of management
will not be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an
20
<PAGE>
associate will be compensated for their referral in the form of a finder's fee.
It is anticipated that this fee will be either in the form of restricted common
stock issued by the Company as part of the terms of the proposed transaction, or
will be in the form of cash consideration. However, if such compensation is in
the form of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available. The amount of
such finder's fee cannot be determined as of the date of this Registration
Statement, but is expected to be comparable to consideration normally paid in
like transactions. No member of management of the Company will receive any
finders fee, either directly or indirectly, as a result of their respective
efforts to implement the Company's business plan outlined herein.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 125,000,000 shares,
of which 25,000,000 shares are Preferred Shares, par value $0.01 per share, and
100,000,000 are Common Shares, par value $0.001 per share. There are 500,000
Common Shares issued and outstanding as of the date of this filing. There are no
preferred shares issued or outstanding.
Common Stock. All shares of Common Stock have equal voting rights and,
when validly issued and outstanding, are entitled to one vote per share in all
matters to be voted upon by shareholders. The shares of Common Stock have no
preemptive, subscription, conversion or redemption rights and may be issued only
as fully-paid and nonassessable shares. Cumulative voting in the election of
directors is not permitted, which means that the holders of a majority of the
issued and outstanding shares of Common Stock represented at any meeting at
which a quorum is present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining shares of Common
Stock will not be able to elect any directors. In the event of liquidation of
the Company, each shareholder is entitled to receive a proportionate share of
the Company's assets available for distribution to shareholders after the
payment of liabilities and after distribution in full of preferential amounts,
if any. All shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable. Holders of the Common Stock are entitled to share
pro rata in dividends and distributions with
21
<PAGE>
respect to the Common Stock, as may be declared by the Board of Directors out of
funds legally available therefor.
Preferred Shares. Shares of Preferred Stock may be issued from time to
time in one or more series as may be determined by the Board of Directors. The
voting powers and preferences, the relative rights of each such series and the
qualifications, limitations and restrictions thereof shall be established by the
Board of Directors, except that no holder of Preferred Stock shall have
preemptive rights. The Company has no shares of Preferred Stock outstanding, and
the Board of Directors does not plan to issue any shares of Preferred Stock for
the foreseeable future, unless the issuance thereof shall be in the best
interests of the Company.
The proposed business activities described herein classify the Company
as a "blank check" company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in the Company's securities until such time as the
Company has successfully implemented its business plan described herein.
Relevant thereto, each shareholder of the Company has executed and delivered a
"lock-up" letter agreement, affirming that they shall not sell their respective
shares of the Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is no longer
classified as a "blank check" company. In order to provide further assurances
that no trading will occur in the Company's securities until a merger or
acquisition has been consummated, each shareholder has agreed to place their
respective stock certificate with the Company's legal counsel, Andrew I. Telsey,
P.C., who will not release these respective certificates until such time as
legal counsel has confirmed that a merger or acquisition has been successfully
consummated. However, while management believes that the procedures established
to preclude any sale of the Company's securities prior to closing of a merger or
acquisition will be sufficient, there can be no assurances that the procedures
established relevant herein will unequivocally limit any shareholder's ability
to sell their respective securities before such closing.
22
<PAGE>
PART II
Item 1. Market Price for Common Equity and Related Stockholder
Matters.
There is no trading market for the Company's Common Stock at present
and there has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
a. Market Price. The Company's Common Stock is not quoted at
the present time.
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
23
<PAGE>
The National Association of Securities Dealers, Inc. (the "NASD"),
which administers NASDAQ, has established criteria for continued NASDAQ
eligibility. In order to continue to be included on NASDAQ, a company must
maintain $2,000,000 in total assets, a $200,000 market value of its
publicly-traded securities and $1,000,000 in total capital and surplus. In
addition, continued inclusion requires two market-makers and a minimum bid price
of $1.00 per share, provided, however, that if a company falls below such
minimum bid price it will remain eligible for continued inclusion on NASDAQ if
the market value of its publicly-traded securities is at least $1,000,000 and
the Company has $2,000,000 in capital and surplus. The NASD is presently
considering increasing these standards, but as of the date of this Registration
Statement, no definitive action has been taken in this regard.
Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate which will allow the Company's securities to
be traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.
b. Holders. There are ten (10) holders of the Company's Common Stock. In
March 1986, the Company issued 245,000 of its Common Shares at $1.00 per share
for an aggregate of $245,000 in cash and services. In March 1999, the Board of
Directors authorized a forward split, issuing 2.040817 shares for each share
issued and outstanding, establishing the present issued and outstanding Common
Stock of 500,000 shares. All of the issued and outstanding shares of the
Company's Common Stock were issued in accordance with the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933.
As of the date of this Registration Statement, 500,000 shares of the
Company's Common Stock are eligible for sale under Rule 144 promulgated under
the Securities Act of 1933, as amended, subject to certain limitations included
in said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume
24
<PAGE>
during the four calendar weeks prior to such sale. Rule 144 also permits, under
certain circumstances, the sale of shares without any quantity limitation by a
person who has satisfied a two-year holding period and who is not, and has not
been for the preceding three months, an affiliate of the Company.
c. Dividends. The Company has not paid any dividends to date and has no
plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against the Company.
Item 3. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
The Company has not changed accountants since its formation and there
are no disagreements with the findings of said accountants.
Item 4. Recent Sales of Unregistered Securities.
In March 1986 the Company issued 245,000 shares of its common stock to
10 persons at a price of $1.00 per share, and in March 1999, declared a 2.040817
for one forward split. These shares were issued pursuant to exemption from the
registration requirements included under the Securities Act of 1933, as amended,
including but not necessarily limited to Section 4(2) of said Act. Each
shareholder was either an "accredited investor" (as that term is defined in the
1933 Act), or were provided all information necessary in order to allow each
investor to exercise their respective business judgment as to the merits of the
investment. All of the shares of Common Stock of the Company previously issued
have been issued for investment purposes in a "private transaction" and are
"restricted" shares as defined in Rule 144 under the Securities Act of 1933, as
amended (the "Act"). These shares may not be offered for public sale except
under Rule 144, or otherwise, pursuant to the Act.
As of the date of this Registration Statement, all of the issued and
outstanding shares of the Company's Common Stock are eligible for sale under
Rule 144 promulgated under the Securities Act of 1933, as amended, subject to
certain limitations included in said Rule. However, all of the shareholders of
the Company have executed and delivered a "lock-up" letter agreement which
provides that each such shareholder shall not sell their respective securities
until such time as the Company has successfully consummated a merger or
acquisition. Further, each shareholder has placed their respective stock
certificate with the Company's legal counsel, Andrew I. Telsey, P.C., who has
agreed not to release any of the certificates until the Company has closed a
merger or
25
<PAGE>
acquisition. Any liquidation by the current shareholders after the release from
the "lock-up" selling limitation period may have a depressive effect upon the
trading prices of the Company's securities in any future market which may
develop.
In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation incorporate the provisions of
the Colorado Business Corporation Act providing for the indemnification of
officers and directors and other persons against expenses, judgments, fines and
amounts paid in settlement in connection with threatened, pending or completed
suits or proceedings against such persons by reason of serving or having served
as officers, directors or in other capacities, except in relation to matters
with respect to which such persons shall be determined not to have acted in good
faith and in the best interests of the Company. With respect to matters as to
which the Company's officers and directors and others are determined to be
liable for misconduct or negligence, including gross negligence in the
performance of their duties to the Company, Colorado law provides for
indemnification only to the extent that the court in which the action or suit is
brought determines that such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to officers, directors or persons controlling the Company
pursuant to the foregoing, the Company has been informed that in the opinion of
the U.S. Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act, and is therefore unenforceable.
26
<PAGE>
PART F/S
Financial Statements.
The following financial statements are attached to this Registration
Statement and filed as a part thereof. See page 28.
1) Table of Contents - Financial Statements
2) Independent Auditors' Report
3) Balance Sheet
4) Statement of Operations
5) Statement of Cash Flows
6) Statement of Shareholders' Equity
7) Notes to Financial Statements
27
<PAGE>
BUCKEYE OIL AND GAS, INC.
FINANCIAL STATEMENTS
with
INDEPENDENT AUDITORS' REPORT
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND FOR THE PERIOD JANUARY 1, 1997 (INCEPTION)
THROUGH DECEMBER 31, 1998
28
<PAGE>
BUCKEYE OIL & GAS, INC.
TABLE OF CONTENTS
Page
----
Independent Auditors' Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flows 4
Statement of Changes in Stockholders' Equity 5
Notes to Financial Statements 6
29
<PAGE>
Kish, Leake & Associates P.C.
Certified Public Accountants
J.D.Kish, C.P.A., M.B.A. 7901 E Belleview Ave - Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
--------------------- Telephone (303) 779-5006
Arleen R. Brogan, C.P.A. Facsimile (303) 779-5724
Independent Auditors' Report
Board of Directors
Buckeye Oil and Gas, Inc.
We have audited the accompanying balance sheet of Buckeye Oil and Gas, Inc. (a
Developmental Stage Company), at December 31, 1998 and the related statement of
operations, stockholders' equity, and cash flows for he years ended December 31,
1998 and 1997 and the period January 1, 997 (Inception) through December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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 accounting principles used and the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Buckeye Oil and Gas, Inc., at
December 31, 1998 and the results of its operations and its cash flows for the
years ended December 31, 1998 and 1997 and the period January 1, 1997
(Inception) through December 31, 1998 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
enterprise. The deficiency in working capital as of December 31, 1998 raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
s/Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
February 2, 1999
-1-
30
<PAGE>
<TABLE>
Buckeye Oil and Gas, Inc.
(A Development Stage Company)
Balance Sheet
- ------------------------------------------------------------------------------
<CAPTION>
Audited
December
31, 1998
--------
<S> <C>
ASSETS $ 0
========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES $ 0
--------
SHAREHOLDERS' EQUITY
Common Stock, $.001 Par Value
Authorized 245,000 Shares;
Issued and Outstanding 245,000 Shares 245
Capital Paid in Excess Of
Par Value of Common Stock 244,755
Retained (Deficit) (245,000)
Retained Earnings (Deficit) Accumulated During The
Development Stage 0
--------
TOTAL SHAREHOLDERS' EQUITY 0
--------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 0
========
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
-2-
31
<PAGE>
<TABLE>
Buckeye Oil and Gas, Inc.
(A Development Stage Company)
Statement Of Operations
- ------------------------------------------------------------------------------
<CAPTION>
January
1, 1997
Audited Audited (Inception)
Year Ended Year Ended through
December December December
31, 1998 31, 1997 31, 1998
-------- -------- --------
<S> <C> <C> <C>
REVENUE: $ 0 $ 0 $ 0
EXPENSES: 0 0 0
-------- -------- --------
Net (Loss) Before Other Income 0 0 0
-------- -------- --------
Other Income - Interest 0 0 0
-------- -------- --------
Net Income (Loss) $ 0 $ 0 $ 0
======== ======== ========
Basic Earnings (Loss) Per Share $0.00 $0.00 $0.00
======== ======== ========
Common Shares Outstanding 245,000 245,000 245,000
======== ======== ========
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
-3-
32
<PAGE>
<TABLE>
Buckeye Oil and Gas, Inc.
(A Development Stage Company)
Statement Of Cash Flows
- ------------------------------------------------------------------------------
<CAPTION>
January
1, 1997
Audited Audited (Inception)
Year Ended Year Ended through
December December December
31, 1998 31, 1997 31, 1998
-------- -------- --------
<S> <C> <C> <C>
Net Income (Loss) $ 0 $ 0 $ 0
Adjustments to Reconcile Net Loss
to Net Cash Used in Operating Activities: 0 0 0
Net Flows From Operations 0 0 0
-------- -------- --------
Cash Flows From Investing Activities 0 0 0
-------- -------- --------
Cash Flows From Financing Activities 0 0 0
-------- -------- --------
Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
-------- -------- --------
Cash At End Of Period $ 0 $ 0 $ 0
======== ======== ========
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
-4-
33
<PAGE>
<TABLE>
Buckeye Oil and Gas, Inc.
(A Development Stage Company)
Statement Of Shareholders' Equity
- ---------------------------------------------------------------------------------------
<CAPTION>
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 245,000 $ 245 $ 244,755 $ 0 ($245,000) $ 0
Net (Loss) At
December 31, 1997 0 0
-------- ------ ---------- ----------- -------- -------
Balance At
December 31, 1997 245,000 245 244,755 0 (245,000) 0
Net (Loss) At
December 31, 1998 0 0
-------- ------ ---------- ----------- -------- -------
Balance At
December 31, 1998 245,000 $ 245 $ 244,755 $ 0 ($245,000) $ 0
======== ====== ========== =========== ======== =======
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
-5-
34
<PAGE>
Buckeye Oil and Gas, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Year Ended December 31, 1998
- ------------------------------------
Note 1 - Organization and Summary of Significant Accounting Policies
- --------------------------------------------------------------------
Organization:
On March 7, 1986 Buckeye Oil and Ga, Inc. (the Company) was incorporated under
the laws of Colorado, for the purpose of gas exploration. In December 1989 the
Company ceased operations in the oil and gas business. On January 1, 1997, the
Company's new management decided to search for a merger or acquisition candidate
and therefore has entered into the development stage.
Development Stage:
The Company is currently in the developmental stage and has no significant
operations to date.
Statement of Cash Flows:
For purposes of the statement of cash flows, the Company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Cash paid for interest and taxes for the years ended December 31, 1998 and 1997
was $-0-.
Use of 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. Actual results could differ from those estimates.
Basic (Loss) Per Common Share:
The basic (loss) per common share is computed by dividing the net (Loss) for the
period by the weighted average number of shares outstanding at December 31, 1998
and 1997.
-6-
35
<PAGE>
PART III
Item 1. Exhibit Index
No. Sequential
- --- Page No.
--------
(3) Articles of Incorporation and Bylaws
3.1 Restated Articles of Incorporation 38
3.2 Bylaws 44
(4) Instruments Defining the Rights of Holders
4.1 Form of Lock-up Agreements Executed
by the Company's Shareholders 58
(27) Financial Data Schedule
27.1 Financial Data Schedule 60
36
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
BUCKEYE OIL AND GAS, INC.
(Registrant)
Date: April 6, 1999
By: s/Gregory J. Simonds
------------------------------
Gregory J. Simonds
President
37
<PAGE>
BUCKEYE OIL AND GAS, INC.
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
38
<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BUCKEYE OIL AND GAS, INC.
The undersigned corporation, pursuant to the provisions of the Colorado
Business Corporation Act, as amended, adopts the following Amended and Restated
Articles of Incorporation:
FIRST: The corporate name and style of this corporation shall be
BUCKEYE OIL AND GAS, INC.
SECOND: The purposes for which the corporation is organized and its
powers are as follows:
A. To engage in any lawful business or activity for which
corporations may be organized under the laws of the State of Colorado;
and
B. To have, enjoy, and exercise all of the rights, powers, and
privileges conferred upon corporation incorporated pursuant to Colorado
law, whether now or hereafter in effect, and whether or not herein
specifically mentioned.
THIRD: The aggregate number of shares which the corporation shall have
authority to issue is 125,000,000, of which 25,000,000 shall be Preferred
Shares, $.01 par value per share, and 100,000,000 shall be Common Shares, $.001
par value per share, and the designations, preferences, limitations and relative
rights of the shares of each such class are as follows:
A. Preferred Shares
The corporation may divide and issue the Preferred
Shares into series. Preferred Shares of each series, when issued, shall
be designated to distinguish it from the shares of all other series of
the class of Preferred Shares. The Board of Directors is hereby
expressly vested with authority to fix and determine the relative
rights and preferences of the shares of any such series so established
to the fullest extent permitted by these Articles of Incorporation and
the laws of the State of Colorado in respect to the following:
(a) The number of shares to constitute such series,
and the distinctive designations thereof;
(b) The rate and preference of dividend, if any, the
time of payment of dividend, whether dividends are cumulative
and the date from which any dividend shall accrue;
(c) Whether the shares may be redeemed and, if so,
the redemption price and the terms and conditions of
redemption;
39
<PAGE>
(d) The amount payable upon shares in the event of
involuntarily liquidation;
(e) The amount payable upon shares in the event of
voluntary liquidation;
(f) Sinking fund or other provisions, if any, for
the redemption or purchase of shares;
(g) The terms and conditions on which shares may be
converted, if the shares of any series are issued with the
privilege of conversion;
(h) Voting powers, if any; and
(i) Any other relative right and preferences of
shares of such series, including, without limitation, any
restriction on an increase in the number of shares of any
series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any further
series shall be subject.
B. Common Shares
(a) The rights of holders of the Common Shares to
receive dividends or share in the distribution of assets in
the event of liquidation, dissolution or winding up of the
affairs of the Corporation shall be subject to the
preferences, limitations and relative rights of the Preferred
Shares fixed in the resolution or resolutions which may be
adopted from time to time by the Board of Directors of the
corporation providing for the issuance of one or more series
of the Preferred Shares.
(b) The holders of the Common Shares shall have
unlimited voting rights and shall constitute the sole voting
group of the corporation, except to the extent any additional
voting groups or groups may hereafter be established in
accordance with the Colorado Business Corporation Act, and
shall be entitled to one vote for each share of Common Shares
held by them of record at the time for determining the holders
thereof entitled to vote.
FOURTH: The street address of the registered office of the corporation
is 2851 South Parker Road, Suite 720, Aurora, Colorado 80014, and the name of
the registered agent at such address is Andrew I. Telsey.
FIFTH: The address of the principal office of the corporation is 5650
Greenwood Plaza Blvd., Suite 216, Englewood, Colorado 80111.
SIXTH: The corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, a board of directors. The number of directors of the
corporation shall be fixed by the bylaws, or if the bylaws fail to fix such a
number, then by resolution adopted from time to time by the board of directors,
provided that the number of directors shall not be more than seven (7) nor less
than one (1).
SEVENTH: Cumulative voting shall not be permitted in the election of
directors or otherwise.
40
<PAGE>
EIGHTH: Except as the bylaws adopted by the shareholders may provide
for a greater quorum requirement, a majority of the votes entitled to be cast on
any matter by each voting group entitled to vote on a matter shall constitute a
quorum of that voting group for action on that matter at any meeting of
shareholders. Except as bylaws adopted by the shareholders may provide for a
greater voting requirement and except as is otherwise provided by the Colorado
Business Corporation Act, with respect to action on amendment to these Articles
of Incorporation, on a plan of merger or share exchange, on the disposition of
substantially all of the property of the corporation, on the granting of consent
to the disposition of property by an entity controlled by the corporation, and
on the dissolution of the corporation, action on a matter other than the
election of directors is approved if a quorum exists and if the votes cast
favoring the action exceed the votes cast opposing the action. Any bylaw adding,
changing, or deleting a greater quorum or voting requirement for shareholders
shall meet the same quorum requirement and be adopted by the same vote required
to take action under the quorum and voting requirements then in effect or
proposed to be adopted, whichever are greater.
NINTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
A. Conflicting Interest Transactions. As used in this
paragraph, "conflicting interest transactions" means any of the
following: (i) a loan or other assistance by the corporation to a
director of the corporation or to an entity in which a director of the
corporation is a director or officer or has a financial interest; (ii)
a guaranty by the corporation of an obligation of a director of the
corporation or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial interest; or
(iii) a contract or transaction between the corporation and a director
of the corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void or
voidable, be enjoined, be set aside, or give rise to an award of
damages or other sanctions in a proceeding by a shareholder or by or in
the right of the corporation, solely because the conflicting interest
transaction involves a director of the corporation or an entity in
which a director of the corporation is a director or officer or has a
financial interest, or solely because the director is present at or
participates in the meeting of the corporation's board of directors or
of the committee of the board of directors which authorizes, approves
or ratifies a conflicting interest transaction, or solely because the
director's vote is counted for such purpose, if: (a) the material facts
as to the director's relationship or interest and as to the conflicting
interest transaction are disclosed or are known to the board of
directors or the committee, and the board of directors or committee in
good faith authorizes, approves or ratifies the conflicting interest
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors are less than
quorum; or (b) the material facts as to the director's relationship or
interest and as to the conflicting interest transaction are disclosed
or are known to the shareholders entitled to vote thereon, and the
conflicting interest transaction is specifically authorized, approved
or ratified in good faith by a vote of the shareholders; or (c) a
conflicting interest transaction is fair as to the corporation as of
the time it is authorized, approved or ratified by the board of
directors, a committee thereof, or the shareholders. Common or
interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which
authorizes, approves or ratifies the conflicting interest transaction.
B. Loans and Guarantees for the Benefit of Directors. Neither
the board of directors nor any committee thereof shall authorize a loan
by the corporation to a director
41
<PAGE>
of the corporation or to an entity in which a director of the
corporation is a director or officer or has a financial interest, or a
guaranty by the corporation of an obligation of a director of the
corporation or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial interest, until
at least ten days written notice of the proposed authorization of the
loan or guaranty has been given to the shareholders who would be
entitled to vote thereon if the issue of the loan or guaranty were
submitted to a vote of the shareholders. The requirements of this
subparagraph B are in addition to, and not in substitution for, the
provisions of subparagraph A of this Article.
C. Indemnification. The corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a director,
officer, agent, fiduciary or employee of the corporation against any
claim, liability or expense arising against or incurred by such person
made party to a proceeding because he is or was a director, officer,
agent, fiduciary or employee of the corporation or because he is or was
serving another entity or employee benefit plan as a director, officer,
partner, trustee, employee, fiduciary or agent at the corporation's
request. The corporation shall further have the authority to the
maximum extent permitted by law to purchase and maintain insurance
providing such indemnification.
D. Limitation on Director's Liability. No director of this
corporation shall have any personal liability for monetary damages to
the corporation or its shareholders for beach of his fiduciary duty as
a director, except that this provision shall not eliminate or limit the
personal liability of a director to the corporation or its shareholders
for monetary damages for: (i) any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) voting for or assenting to a distribution in
violation of Colorado Revised Statutes ss. 7-106-401 or the Articles of
Incorporation if it is established that the director did not perform
his duties in compliance with Colorado Revised Statutes ss. 7-108-401,
provided that the personal liability of a director in this
circumstances shall be limited to the amount of the distribution which
exceeds what could have been distributed without violation of Colorado
Revised Statutes ss. 7-106-401 or the Articles of Incorporation; or
(iv) any transaction from which the director directly or indirectly
derives an improper personal benefit. Nothing contained herein will be
construed to deprive any director of his right to all defenses
ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for
contribution from any other director or other person.
E. Negation of Equitable Interests in Shares or Rights. Unless
a person is recognized as a shareholder through procedures established
by the corporation pursuant to Colorado Revised Statutes ss. 7-107-204
or any similar law, the corporation shall be entitled to treat the
registered holder of any shares of the corporation as the owner thereof
for all purposes permitted by the Colorado Business Corporation Act,
including without limitation all rights deriving from such shares, and
the corporation shall not be bound to recognize any equitable or other
claim to, or interest in, such shares or rights deriving from such
shares on the part of any other person including without limitation, a
purchaser, assignee or transferee of such shares, unless and until such
other person becomes the registered holder of such shares or is
recognized as such, whether or not the corporation shall have either
actual or constructive notice of the claimed interest of such other
person. By way of example and not of limitation, until such other
person has become the registered holder of such shares or is recognized
pursuant to Colorado Revised Statutes ss. 7-107-204 or any similar
applicable law, he shall not be entitled: (i) to receive notice or the
meetings of the shareholders; (ii) to vote at such meetings; (iii) to
examine a list of the shareholders; (iv) to be paid dividends or other
42
<PAGE>
distributions payable to shareholders; or (v) to own, enjoy and
exercise any other rights deriving from such shares against the
corporation. Nothing contained herein will be construed to deprive any
beneficial shareholder, as defined in Colorado Revised Statutes ss.
7-113-101(1), of any right he may have pursuant to Article 113 of the
Colorado Business Corporation Act or any subsequent law.
TENTH: The name and address of the original incorporators are:
Name Address
---- -------
Gilberta P. Gara 9882 Niwot Road
Longmont, Colorado 80501
Ervin L. Gara, Jr. 9882 Niwot Road
Longmont, Colorado 80501
Gerald L. Loffredo P.O. Box 758
Lyons, Colorado 80540
CERTIFICATE OF PRESIDENT AND SECRETARY
The undersigned, being the duly elected President and Secretary of
BUCKEYE OIL AND GAS, INC., a Colorado corporation (the "Company"), hereby
certify that the Amended and Restated Articles of Incorporation above set forth
were adopted by unanimous consent of the Board of Directors of the Company and
approved by unanimous consent of the shareholders holding all of the issued and
outstanding stock of the Company on 1/29 , 1999.
-----
Dated this 24 day of Feb , 1999.
------ --------------------
BUCKEYE OIL AND GAS, INC.
By: s/Gregory J. Simonds
----------------------------------
Gregory J. Simonds. President
And: s/Gilberta P. Gara
---------------------------------
Gilberta P. Gara, Secretary
The undersigned hereby consents to the appointment as the registered
agent for BUCKEYE OIL AND GAS, INC.
s/Andrew I. Telsey
-------------------------------------
Andrew I. Telsey
43
<PAGE>
BUCKEYE OIL AND GAS, INC.
EXHIBIT 3.2
BYLAWS
44
<PAGE>
BY-LAWS
OF
BUCKEYE OIL AND GAS, INC.
ARTICLE I
Offices
1.1 Principal Office: The principal office of the Corporation in
the State of Colorado shall be located in the County of Boulder. The Corporation
may have such other offices, either within or without the State of Colorado, as
the Board of Directors may designate or as the business of the Corporation may
require from time to time.
1.2 Registered Office and Agent: The Corporation shall have and
continuously maintain in the State of Colorado a registered office, which may be
the same as its principal office, and a registered agent whose business office
is identical with such registered office. The initial registered office and the
initial registered agent are specified in the Articles of Incorporation. The
Corporation may change its registered office or change its registered agent, or
both, upon filing a statement, as specified by law, in the office of the
Secretary of State of Colorado.
ARTICLE II
Meeting of Shareholders
2.1 Time and Place: Any meeting of the shareholders may be held at
such time and place, within or without the State of Colorado, as may be fixed by
the Board of Directors or as shall be specified in the notice of the meeting or
waiver of the notice of the meeting.
2.2 Annual Meeting: The annual meeting of the shareholders shall
be held at the principal offices of the Corporation at 7:00 P.M. on the second
Tuesday in March of each year, beginning in the year 1987, or at such other
place or date as the Board of Directors may determine. Such meeting shall be
held for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the date fixed for the annual
meeting shall be a legal holiday in the State of Colorado, such meeting shall be
held on the next succeeding business day. If the election of directors shall not
be held on the day designated herein for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as may be
convenient.
2.3 Special Meetings: Special meetings of the shareholders, for
any purposes or purposes, unless otherwise prescribed by statute, may be called
by the president or by the Board of Directors, and shall be called by the
president at the request of holders of not
45
<PAGE>
less than 1/10 of all outstanding shares of the Corporation entitled
to vote at the meeting.
2.4 Record Date: For the purpose of determining shareholders
entitled to notice of, or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders. The record date may not be fixed more than fifty
and, in the case of a meeting of shareholders, not less than ten days before the
date of the proposed action, except when it is proposed that the authorized
shares be increased, in which case the record date shall be set not less than
thirty days before the date of such action.
2.5 Voting List: At least ten days before each meeting of
shareholders, the secretary of the Corporation shall make a complete list of the
shareholders entitled to vote at such meeting, or any adjournment of such
meeting, such list shall be arranged in alphabetical order and shall contain the
address of and umber of shares held by each shareholder. This list shall be kept
on file at the principal office of the Corporation for a period of ten days
prior to such meeting, shall be produced and kept open at the meeting, and shall
be subject to inspection by any shareholder for any purpose germane to the
meeting during usual business hours of the Corporation and during the whole time
of the meeting.
2.6 Notices: Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than fifty days
before the date of the meeting unless it is proposed that the authorized shares
be increased in which case at least thirty days notice shall be given. Notice
shall be given either personally or by mail, by or at the direction of the
president, the secretary, or the officer or person calling the meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation. If delivered personally,
such notice shall be deemed to be delivered when handed to the shareholder or
deposited at his address as it appears on the stock transfer books of the
Corporation.
2.7 Quorum: Except as otherwise provided by law, or by the
Articles of Incorporation, a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
the shareholders. If a quorum shall not be present or represented, the
shareholders present in person or by proxy may adjourn the meeting from time to
time, without notice other than announcement at the meeting for a period not to
exceed sixty days at any one adjournment, until the number of shares required
for a quorum shall be present. At any such adjourned meeting at which a quorum
is represented, any business may be transacted which might have been
46
<PAGE>
transacted at the meeting originally called. The shareholders present or
represented at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
2.8 Voting: Except as otherwise provided by law or by the Articles
of Incorporation or by these By-Laws, all matters shall be decided by a vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter. Each outstanding share shall be entitled to one vote on such
matters submitted to a vote of the shareholders and each fractional share shall
be entitled to a corresponding fractional vote on each such matter. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of execution,
unless otherwise provided in the proxy. Voting shall be oral, except as
otherwise provided by law, but shall be by written ballot if such written vote
is demanded by any shareholder present in person or by proxy and entitled to
vote.
2.9 Voting of Shares by Certain Shareholders:
(a) Shares standing in the name of another corporation may
be voted by such officer, agent or proxy as the by-laws of such corporation may
subscribe, or, in the absence of such provision, as the board of directors of
such corporation may determine.
(b) Shares standing in the name of a deceased person, a
minor ward or an incompetent person, may be voted by his administrator,
executor, court appointed guardian or conservator, either in person or by proxy
without a transfer of such shares into the name of such administrator, executor,
court appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him, either in person or by proxy, but no trustee shall
be entitled to vote shares held by him without a transfer of such shares into
his name.
(c) Shares standing in the name of a receiver may be voted
by such receiver and shares held by or under the control of the receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to do be contained in an appropriate order of the court by which such
receiver was appointed.
(d) A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
(e) Neither shares of its own stock belonging to this
Corporation, nor shares of its own stock held by it in a fiduciary capacity, nor
shares of its own stock held by another corporation if the majority of shares
entitled to vote for the election of record of such corporation is held by this
Corporation may be voted, directly
47
<PAGE>
or indirectly, at any meetings and shall not be counted in
determining the total number of outstanding shares at any given time
(f) Redeemable shares which have been called for redemption
shall not be entitled to vote on any matter and shall not be deemed outstanding
shares on and after the dates on which written notice of redemption has been
mailed to shareholders and a sum sufficient to redeem such shares has been
deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders of the shares upon
surrender of certificate therefore.
2.10 Waiver: Whenever law or these by-laws require a notice of a
meeting to be given, a written waiver of notice signed by a shareholder entitled
to notice, whether before, at, or after the time stated in the notice, shall be
equivalent to the giving of notice. Attendance of a shareholder in person or by
proxy at a meeting constitutes a waiver of notice of a meeting, except where a
shareholder attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
2.11 Action by Shareholders Without a Meeting: Any action required
to or which may be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to such action.
Such consent may be executed in counterparts and shall be effective as to the
date of the last signature thereon.
ARTICLE III
Directors
3.1 Authority of Board of Directors: The business and affairs of
the Corporation shall be managed by a Board of Directors which shall exercise
all the powers of the Corporation, except as otherwise provided by Colorado law
or the Articles of Incorporation of the Corporation.
3.2 Numbers: The number of directors of this Corporation shall be
fixed by resolution of the Board of Directors, and may be increased or decreased
by resolution of the Board of Directors, but no decrease shall have the effect
or shortening the term of any incumbent director. The original board shall
consist of three directors.
3.3 Qualification: Directors shall be natural persons of the age
of eighteen years or older, but need not be residents of the State of Colorado
or shareholders of the Corporation.
3.4 Election: The Board of Directors shall be elected at the
annual meeting of the shareholders or at a special meeting called for that
purpose.
48
<PAGE>
3.5 Term: Each director shall be elected to hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified.
3.6 Removal and Resignation: Any Director or directors of the
Corporation may be removed at any time with or without cause, in the manner
provided in the Colorado Corporation Code. Any director may resign at any time
by giving written notice to the president or to the secretary, and acceptance of
such resignation shall not be necessary to make it effective unless the notice
so provides.
3.7 Vacancies: Any vacancy occurring on the Board of Directors and
any directorship to be filled by reason of an increase in the size of the Board
of Directors shall be filled by the affirmative vote of a majority, though less
than a quorum, of the remaining directors. A director elected to fill a vacancy
shall hold office during the unexpired term of his predecessor in office. A
director elected to fill a position resulting from an increase in the Board of
Directors shall hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified.
3.8 Meetings: A regular meeting of the Board of Directors shall be
held immediately after, and at the same place as, the annual meeting of
shareholders. No notice of this meeting of the Board of Directors need be given.
The Board of Directors, or any committee designated by the Board of Directors,
may, by resolution, establish a time and place for additional regular meetings
which may thereafter be held without further notice. Special meetings of the
Board of Directors, or any committee designated by the Board of Directors, may
be called by the president or any two members of the Board of Directors or of
such committee. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Colorado, as the place for holding any special meeting of the Board of Directors
called by them.
3.9 Notices: Written notice of a special meeting stating the date,
hour and place of such meeting shall be given to each member of the Board of
Directors, or committee of the Board of Directors, by the secretary, the
president or the members of the board or such committee calling the meeting. The
notice may be deposited in the United States mail at least seven days before the
meeting addressed to the director at the last address he has furnished to the
Corporation for this purpose, and any notice so mailed shall be deemed to have
been given at the time it is mailed. Notice may also be given at least two days
before the meeting by prepaid telegram, telex, cablegram or radiogram, and such
notice shall be deemed to have been given at the time when the telegram, telex,
cablegram or radiogram is either personally delivered to the director or
delivered to the last address of the director furnished to the Corporation by
him for this purpose. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in any notice or waiver of notice (pursuant to Section 3.11) of such meeting.
49
<PAGE>
3.10 Quorum: Except as provided in Section 3.7 of these bylaws, a
majority of the number of the directors fixed in accordance with these bylaws
shall constitute a quorum for the transaction of business at all meetings of the
Board of Directors. The act of majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors, except
as otherwise specifically required by law.
3.11 Waiver: A written waiver of notice signed by a director
entitled to notice, whether before, at, or after the time stated therein, shall
be equivalent to the giving of notice. Attendance of a director at a meeting
constitutes a waiver of notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
3.12 Participation by Electronic Means: Members of the Board of
Directors or any committee designated by the Board of Directors may participate
in a meeting of the board or committee by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.
3.13 Action by Directors Without a Meeting: Any action required to
or which may be taken at a meeting of the Board of Directors, executive
committee, or other committee of the directors may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the directors, executive or other committee members entitled to vote with
respect to the proposed action. Such consent may be executed in counterparts and
shall be effective as of the date of the last signature thereon.
3.14 Presumption of Assent: A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation within twenty-four (24)
hours after the adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
3.15 Compensation: By resolution of the Board of Directors and
irrespective of any personal interest of any of the members, each director may
be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefore.
50
<PAGE>
ARTICLE IV
Committees
4.1 Executive and Other Committees Authorized: The Board of
Directors, by resolution adopted by a majority of the entire Board of Directors,
may designate from among its members an executive committee and one or more
other committees each of which, to the extend provided in the resolution, shall
have all of the authority of the Board of Directors. The Board of Directors may
provide by resolution such powers, limitations, and procedures for such
committees as the board deems advisable. However, no such executive or other
committee shall have the authority of the Board of Directors in reference to
amending the Articles of Incorporation, adopting a plan of merger or
consolidation, recommending to the shareholders the sale, lease, exchange, or
other disposition of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof, or amending these bylaws.
ARTICLE V
Officers
5.1 Number and Election: The officers of the Corporation shall be
a president, a secretary and a treasurer, who shall be elected by the Board of
Directors. In addition, the Board of Directors may elect one or more vice
presidents and the Board of Directors or the president may appoint one or more
assistant secretaries or assistant treasurers, and such other subordinate
officers as he shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the president. Any two or more offices may be held by the
same person, except the offices of president and secretary. The officers of the
Corporation shall be natural persons of the age of eighteen years or older.
5.2 Election and Term of Office: The officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after the
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
practicable. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
5.3 President: Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the chairman of the board, the president
shall be the chief executive officer of the Corporation. In the absence of the
chairman of the board, the president shall preside over all meetings of the
Board of Directors and conduct and moderate all shareholder meetings. Subject to
the
51
<PAGE>
direction and control of the Board of Directors, he shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He may
sign, with the secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation and deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
he shall perform such additional functions and duties as are appropriate and
customary for the office of president and as the Board of Directors may
prescribe from time to time.
5.4 Vice President: If elected or appointed by the Board of
Directors, the vice president (or in the event there be more than one vice
president, the vice president(s) in the order designated at the time of their
election or appointment, or in the absence of any designation, then in the order
of their election or appointment) shall, in the absence of the president or in
the event of his death, inability or refusal to act, perform all duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Any vice president may sign, with the
secretary or an assistant secretary, certificates for shares of the Corporation;
and shall perform such other duties as from time to time may be assigned to him
by the president or by the Board of Directors.
5.5 Secretary: The secretary shall:
(a) keep the minutes of the shareholders and of the Board of
Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with
provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is affixed to all
documents the execution of which on behalf of the Corporation under its seal is
duly authorized (and, when so affixed, it may be attested by his signature);
(d) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholder;
(e) sign with the president, or a vice president,
certificates for shares of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of
the Corporation; and
(g) in general, perform such other duties and have such
other powers as are appropriate and customary for the office of secretary as the
Board of Directors or the president may prescribe from time to time.
52
<PAGE>
5.6 Treasurer: The treasurer shall have control of the funds and
the care and custody of all stocks, bonds and other securities owned by the
Corporation and shall be responsible for the preparation and filing of tax
returns. He shall receive all moneys paid to the Corporation and shall have
authority to give receipts and vouchers, to sign and endorse checks and warrants
in its name and on its behalf, and give full discharge for the same. He shall
also have charge of disbursement of the funds of the Corporation, shall keep
full and accurate records of the receipts and disbursements, and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as shall be designated in accordance with the
provisions of Article VI of these bylaws. He shall perform such other duties and
have such other powers as are appropriate and customary for the office of
treasurer as the Board of Directors or president may prescribed from time to
time.
5.7 Assistant Secretaries and Assistant Treasurers: The assistant
secretaries, when authorized by the Board of Directors, may sign with the
president or a vice president certificates for shares of the Corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The assistant secretaries and assistant treasurers, in general, shall
perform such other duties and have such other powers as the secretary or the
treasurer, respectively, or the president or the Board of Directors may
prescribe from time to time.
5.8 Removal, Resignation and Vacancies: Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any officer appointed
by the president may be removed at any time by the Board of Directors or the
president. Any officer may resign at any time by giving written notice of his
resignation to the president or to the secretary, and acceptance of such
resignation shall not be necessary to make it effective, unless the notice so
provides. Any vacancy occurring in any office, the election or appointment to
which is made by the Board of Directors, shall be filled by the Board of
Directors. Any vacancy occurring in any other office of the Corporation may be
filled by the president for the unexpired portion of the term.
5.9 Bonds: If the Board of Directors by resolution shall so
require, any officer or agent of the Corporation shall give bond to the
Corporation in such amount and with such assurety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their respective
duties and offices.
5.10 Compensation: Officers shall receive such compensation for
their services as may be authorized or ratified by the Board of Directors.
Election or appointment of an officer shall not of itself create a contract
right to compensation for services performed as such officer.
53
<PAGE>
ARTICLE VI
Contracts, Loans, Checks and Deposits
6.1 Contracts: The Board of Directors may authorize any officer or
officers, agent or agents, to enter into a contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, an such authority
may be general or confined to specific instances.
6.2 Loans: No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
6.3 Checks, Drafts, etc.: All checks, drafts or other orders to
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer (or officers), or agent
(or agents) of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
6.4 Deposits: All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII
Shares, Certificates for Shares and Transfer of Shares
7.1 Regulation: The Board of Directors may make such rules and
regulations as it deems appropriate concerning the issuance, transfer and
registration of certificates for shares of the Corporation, including the
appointment of transfer agents and registrars.
7.2 Certificates for Shares:
(a) Certificates representing shares of the capital stock of
the Corporation shall be consecutively numbered within each class of shares, or
series thereof, as they are issued, shall be impressed with the corporate seal
or a facsimile thereof, and shall be signed by the president or a vice president
and by the secretary or an assistant secretary; provided that such signatures
may be a facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar other than the Corporation itself or its employee.
Each certificate shall state the name of the Corporation, the fact that the
Corporation is organized or incorporated under the laws of the State of
Colorado, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares represented thereby and the par
value of the shares represented thereby or a statement that such shares are
without par value. A statement of the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the
54
<PAGE>
shares of each class shall be set forth in full or summarized on the face or
back of the certificates which the Corporation shall issue, or in lieu thereof,
the certificates may be set forth that such a statement or summary will be
furnished to any shareholder upon request without charge. Each certificate shall
be otherwise in such form as may be prescribed by the Board of Directors and as
shall conform to the rules of any stock exchange on which the shares may be
listed.
(b) The Corporation shall not issue certificates
representing fractional shares and shall not be obligated to make any transfers
creating a fractional interest in a share or stock. The Corporation may, but
shall not be obligated to, issue scrip in lieu of any fractional shares, such
scrip to have terms and conditions specified by the Board of Directors.
7.3 Cancelation of Certificates: All certificates surrendered to
the Corporation for transfer shall be cancelled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and cancelled, except as herein provided with
respect to lost stolen or destroyed certificates.
7.4 Lost, Stolen or Destroyed Certificates: Any shareholder
claiming that his certificate for shares is lost, stolen or destroyed may make n
affidavit or affirmation of that fact and lodge the same with the Secretary of
the Corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
Corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the president and treasurer of the Corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.
7.5 Transfer of Shares: Subject to the terms of any shareholder
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of the
Corporation shall be transferable on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney, upon the surrender and
cancellation of a certificate or certificates for a like number of shares. Upon
presentation and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the Corporation, a
transfer of shares can be made only on the books of the Corporation and in the
manner hereinabove provided, and the Corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the State of Colorado.
55
<PAGE>
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall be the calendar year
unless otherwise determined by the Board of Directors.
ARTICLE IX
Dividends
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE X
Corporate Seal
The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "CORPORATE SEAL".
ARTICLE XI
Waiver of Notice
Whenever any notice is required to be given under the provisions
of these Bylaws or under the provisions of the Articles of Incorporation or
under the provisions of the Colorado Corporation Code, or otherwise, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the event or other circumstance requiring such notice,
shall be deemed equivalent to the giving of such notice.
ARTICLE XII
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by a majority of the directors present at any meeting of the
directors at which a quorum is present.
56
<PAGE>
Certificate
I hereby certify that the foregoing Bylaws, consisting of 12
Articles, constitute the Bylaws of Buckeye Oil and Gas, Inc. adopted by the
Board of Directors of the Corporation as of the 7th day of March , 1986.
s/Ervin L. Gara, Jr.
Secretary
57
<PAGE>
BUCKEYE OIL AND GAS, INC.
EXHIBIT 4.1
FORM OF
SHAREHOLDER LOCK-UP LETTER
58
<PAGE>
, 1999
------------------
Board of Directors
Buckeye Oil and Gas, Inc.
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
Gentlemen:
The undersigned, a beneficial owner of the common stock of Buckeye Oil and
Gas, Inc. (the "Company"), par value $.001 per share (the "Common Stock"),
understands that the Company has filed with the U.S. Securities and Exchange
Commission a registration statement on Form 10-SB (File No. ) (the "Registration
Statement"), for the registration of the Company's Common Stock. As part of the
disclosure included in the Registration Statement, the Company has affirmatively
stated that there will be no trading of the Company's securities until such time
as the Company successfully implements its business plan as described in such
Registration Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of the Common Stock of
the Company owned by him/her, or subsequently acquired through the exercise of
any options, warrants or rights, or conversion of any other security, grant
options, rights or warrants with respect to any such shares of Common Stock,
until the Company successfully closes a merger or acquisition. Furthermore, the
undersigned will permit all certificates evidencing his/her shares to be
endorsed with the appropriate restrictive legends and will consent to the
placement of appropriate stop transfer orders with the transfer agent of the
Company.
Very truly yours,
- - - - - - - - - - - - - - -
[Signature of Holder]
------------------------------
[Please Print Name(s)]
---------------------------------------
[Number of Shares of Common Stock Owned]
59
<PAGE>
BUCKEYE OIL AND GAS, INC.
EXHIBIT 27.1
FINANCIAL DATA SCHEDULE
60
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 245
<OTHER-SE> (245)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
