SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[ ] Transitional Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
Commission File No. 0-25725
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 Number)
5650 Greenwood Plaza Blvd, Suite 216
Englewood, Colorado 80111
(303) 741-1118
--------------
(Address, including zip code and telephone number, including area
code, of registrant's executive offices)
Securities registered under Section 12(b) of the Exchange Act:
none
Securities registered under to Section 12(g) of the Exchange Act:
Common Stock
------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Company was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
--- ---
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.
---
Issuer's revenues for its most recent fiscal year: $ -0-
(Continued on Following Page)
<PAGE>
State the aggregate market value of the voting stock held by non- affiliates,
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: As of April 17, 2000: $0.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of April 17, 2000, there were
500,000 shares of the Company's common stock issued and outstanding.
Documents Incorporated by Reference: None
This Form 10-KSB consists of Twenty Six Pages.
Exhibit Index is Located at Page Twenty Three.
2
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TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
BUCKEYE OIL AND GAS, INC.
PAGE
----
Facing Page
Index
PART I
Item 1. Description of Business................................... 4
Item 2. Description of Property................................... 5
Item 3. Legal Proceedings......................................... 6
Item 4. Submission of Matters to a Vote of
Security Holders...................................... 6
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters....................... 6
Item 6. Plan of Operations........................................ 6
Item 7 Financial Statements...................................... 8
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure.............................. 19
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act..................... 19
Item 10. Executive Compensation.................................... 20
Item 11. Security Ownership of Certain Beneficial
Owners and Management................................. 21
Item 12. Certain Relationships and Related
Transactions.......................................... 22
PART IV
Item 13. Exhibits and Reports of Form 8-K.......................... 23
SIGNATURES........................................................... 24
3
<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. 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 "PART II, ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Plan of Operation."
During the fiscal year ended December 31, 1999, the Company filed a
registration statement with the Securities and Exchange Commission on Form 10-SB
pursuant to the rules and regulations included under the Securities Exchange Act
of 1934, as amended, wherein the Company caused to be registered its common
stock. This registration statement became effective on or about July 5, 1999.
The purpose of the registration statement was management's belief that 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 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
4
<PAGE>
consummated, each shareholder has agreed to place their respective stock
certificate with the Company's legal counsel, 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.
Management of the Company is of the opinion that the business objectives of
the Company remain viable, despite the Company's failure to merge with or
acquire another business entity to date. Management of the Company continues to
review potential merger candidates and acquisition opportunities.
Employees
The Company has no full time employees. The Company's officers and
directors have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers and directors anticipate that
the business plan of the Company can be implemented by their devoting an
aggregate of approximately 20 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with respect to the
limited time commitment by such officers. See "PART III - ITEM 9 - DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."
ITEM 2. 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.
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 Skufca, 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.
5
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ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings which are pending or have been
threatened against the Company of which management is aware.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
(a) Market Information. There is presently no trading market for the common
or preferred equity of the Company.
(b) Holders. There are nine (9) holders of the Company's Common Stock.
(c) Dividends.
(1) The Company has not paid any dividends on its Common Stock. The Company
does not foresee that the Company will have the ability to pay a dividend on its
Common Stock in the fiscal year ended December 31, 2000, unless the Company
successfully consummates a merger or acquisition. There can be no assurances
that a dividend will be issued even if a merger or acquisition is so
consummated.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Company's
audited financial statements and notes thereto included herein. In connection
with, and because it desires to take advantage of, the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and elsewhere in this report and in any other statement made by, or on the
behalf of the Company, whether or not in future filings with the Securities and
Exchange Commission. Forward looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments. Forward looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond the Company's control and many of which, with respect
to future business decisions, are subject to change. These uncertainties and
contingencies can affect actual results and could
6
<PAGE>
cause actual results to differ materially from those expressed in any forward
looking statements made by, or on behalf of, the Company. The Company disclaims
any obligation to update forward looking statements.
(a) 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's Board of Directors intends to provide the Company's
shareholders with complete disclosure documentation concerning a potential
business opportunity and the structure of the proposed business combination
prior to consummation of the same, which disclosure is intended to be in the
form of a proxy statement. While such disclosure may include audited financial
statements of such a target entity, there is no assurance that such audited
financial statements will be available. The Board of Directors does intend to
obtain certain assurances of value of the target entity assets prior to
consummating such a transaction, with further assurances that an audited
statement would be provided within sixty days after closing of such a
transaction. Closing documents relative thereto will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
The Company has no full time employees. The Company's officers have agreed
to allocate a portion of their time to the activities of the Company, without
compensation. These officers anticipate that the business plan of the Company
can be implemented by their devoting approximately 20 hours per month to the
business affairs of the Company and, consequently, conflicts of interest may
arise with respect to the limited time commitment by such officers. See "PART
III - ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS -
Resumes."
Because the Company presently has nominal overhead or other material
financial obligations, management of the Company believes that the Company's
short term cash requirements can be satisfied by management injecting whatever
nominal amounts of cash into the Company to cover these incidental expenses.
There are no assurances whatsoever that any additional cash will be made
available to the Company through any means.
7
<PAGE>
Year 2000
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 recent change in the century. If not corrected, many computer
applications were expected to fail or create erroneous results by or at the Year
2000. As a result, many companies were required to undertake major projects to
address the Year 2000 issue. Because the Company has no assets, including any
personal property such as computers, the Company did not incur any negative
impact as a result of this problem and no problems in this regard are
anticipated in the future.
ITEM 7. FINANCIAL STATEMENTS
8
<PAGE>
Buckeye Oil & Gas, Inc.
(A Developmental Stage Company)
FINANCIAL STATEMENTS
with
Independent Auditors' Report
For the Year Ended December 31, 1999
and for the Period January 1, 1997 (Inception)
through December 31, 1999
9
<PAGE>
Buckeye Oil & Gas, Inc.
(A Developmental Stage Company)
TABLE OF CONTENTS
Page
----
Independent Auditors' Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flows 4
Statement of Shareholder's Equity 5
Notes to the Financial Statements 6-8
10
<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
----------------------------
We have audited the accompanying balance sheet of Buckeye Oil & Gas, Inc. (a
Developmental Stage Company), at December 31, 1999 and the related statement of
operations, shareholders' equity, and cash flows for the years ended December
31, 1999 and 1998 and the period January 1, 1997 (Inception) through December
31, 1999. 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 & Gas, Inc. at
December 31, 1999 and the results of its operations and its cash flows for the
years ended December 31, 1999 and 1998 and the period January 1, 1997
(Inception) through December 31, 1999 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, 1999 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
March 24, 2000
-1-
11
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<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Balance Sheet
- ----------------------------------------------------------------------
<CAPTION>
December
31, 1999
---------
<S> <C>
ASSETS
Current Assets - Cash $ 1,163
---------
TOTAL ASSETS $ 1,163
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 5,959
---------
Total Liabilities 5,959
---------
SHAREHOLDERS' EQUITY
Preferred Stock, $.01 Par Value
Authorized 25,000,000 Shares;
Issued And Outstanding 0 Shares 0
Common Stock, $.001 Par Value
Authorized 100,000,000 Shares;
Issued And Outstanding 500,000 Shares 500
Capital Paid In Excess of
Par Value of Common Stock 257,500
Retained (Deficit) (245,000)
Retained Earnings (Deficit)
Accumulated During The
Development Stage (17,796)
---------
TOTAL SHAREHOLDERS' EQUITY (4,796)
---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,163
=========
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-2-
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<PAGE>
<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Jan. 1, 1997
(Inception)
Year Ended Year Ended Through
December December December
31, 1999 31, 1998 31, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
Expenses:
Administrative Services 3,600 0 3,600
Bank Charges 86 0 86
Professional Fees 12,910 0 12,910
Rent 1,200 0 1,200
------------ ------------ ----------
Total 17,796 0 7,796
------------ ------------ ----------
Net (Loss) Before Other Income $ (17,796) $ 0 $ (17,796)
Other Income - Interest 0 0 0
------------ ------------ ----------
Net Income (Loss) $ (17,796) $ 0 $ (17,796)
============ ============ ==========
Basic Earnings (Loss)
Per Share $ (0.04) $ 0.00
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-3-
13
<PAGE>
<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Statement Of Cash Flows
- ----------------------------------------------------------------------
<CAPTION>
Jan. 1, 1997
(Inception)
Year Ended Year Ended Through
December December December
31, 1999 31, 1998 31, 1999
------------ ------------ ----------
<S> <C> <C> <C>
Net (Loss) $ (17,796) $ 0 $ (17,796)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Increase in Account Payable 5,959 0 5,959
------------ ------------ ----------
Net Flows From Operations (11,837) 0 (11,837)
------------ ------------ ----------
Cash Flows From
Investing Activities:
0 0 0
------------ ------------ ----------
Net Cash Flows From Investing 0 0 0
------------ ------------ ----------
Cash Flows From
Financing Activities:
Additional Paid In Capital 13,000 0 13,000
------------ ------------ ----------
Cash Flows From Financing 13,000 0 13,000
------------ ------------ ----------
Net Increase In Cash 1,163 0 1,163
Cash At Beginning Of Period 0 0 0
------------ ------------ ----------
Cash At End Of Period $ 1,163 $ 0 $ 1,163
============ ============ ==========
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-4-
14
<PAGE>
<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Statement Of Shareholders' Equity
- -----------------------------------------------------------------------------------------------
<CAPTION>
Deficit
Accumulated
Number Of Capital Paid During The
Common Common In Excess of Development Retained
Shares** Stock** Par Value Stage Deficit Total
-------- ------- --------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance At
December 31, 1996
1997, 1998 500,000 $ 500 $ 244,500 $ 0 $(245,000) $ 0
Additional Paid In
Capital - - 13,000 - - 13,000
Net (Loss) At
December 31, 1999 - - - (17,796) - (17,796)
-------- ------- --------- ----------- --------- --------
Balance At
December 31, 1999 500,000 $ 500 $ 257,500 $ (17,796) $(245,000) $ (4,796)
======== ======= ========= =========== ========= ========
**Restated to reflect forward split of 2.040817 to 1.
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-5-
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Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Year Ended December 31, 1999
- ------------------------------------
Note 1 - Organization and Summary of Significant Accounting Policies
- --------------------------------------------------------------------
Organization:
On March 7, 1986 Buckeye Oil & Gas, 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, 1999 and 1998
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, 1999
and 1998.
-6-
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Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Year Ended December 31, 1999
- ------------------------------------
Note 2 - Equity
- ---------------
Common Stock
The Company initially authorized 245,000 shares of $.001 par value common stock.
In February 1999, the Company amended the Articles of Incorporation and had
authorized 100,000,000 shares of common stock of $.001 par value per share and
25,000,000 shares of Preferred Stock at $.01 par value per share.
On March 1, 1999 the Company declared a forward split of the Company's issued
and outstanding common stock on a 2.040817 to 1 basis. The forward split did not
effect any change in the stated capital of the Company or in the proportional
ownership or other rights of the shareholders.
Preferred Stock
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.
Note 3 - Related Party Events
- -----------------------------
A shareholder of the Company maintains a mailing address and provides
administrative services for the Company. The office is located at 5650 Greenwood
Plaza Blvd., Suite 216, Englewood, Colorado 80111.
-7-
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Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Year Ended December 31, 1999
- ------------------------------------
Note 4 - Income Taxes
- ---------------------
The Company follows Financial Accounting Standards Board Statement No. 109,
"Accounting For Income Taxes" (SAS #109), which requires, among other things, an
asset and liability approach to calculating deferred income taxes. The
components of the deferred income tax assets and liabilities arising under FASB
Statement No. 109 are as follows:
Deferred tax asset $ 3,559
Valuation allowance 3,559
-------
$ -0-
=======
The net change in the valuation allowance for the year ended December 31, 1999
was $3,559.
The types of temporary differences between the tax basis of assets and their
financial reporting amounts that give rise to a significant portion of the
deferred tax asset are as follows:
Temporary Tax
Difference Effect
---------- -------
Net operating loss carry forward: $ 17,796 $ 3,559
========== =======
The net operating loss carry forward will expire in the year 2014.
Note 5 - Basis of Presentation
- ------------------------------
In the course of its development activities the Company has sustained continuing
losses and expects such losses to continue for the foreseeable future. The
Company's management plans on advancing funds on an as needed basis and in the
longer term, revenues from the operations of a merger candidate, if found. The
Company's ability to continue as a going concern is dependent on these
additional management advances, and, ultimately, upon achieving profitable
operations through a merger candidate.
-8-
18
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors are elected for one-year terms or until the next annual meeting
of shareholders and until their successors are duly elected and qualified.
Officers continue in office at the pleasure of the Board of Directors.
The Directors and Officers of the Company as of the date of this report are
as follows:
Name Age Position
- ---- --- --------
Gregory W. Skufca 43 President and Director
Gilberta P. Gara 58 Secretary, Treasurer
and Director
All Directors of the Company will hold office until the next annual meeting
of the shareholders and until successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office
until their death or until they resign or are removed from office.
There are no family relationships among the officers and directors. There
is no arrangement or understanding between the Company (or any of its directors
or officers) and any other person pursuant to which such person was or is to be
selected as a director or officer.
(b) Resumes:
Gregory W. Skufca, is President and a director of the Company, positions he
assumed in January 2000. In addition to his positions with the Company, since
January 1989, Mr. Skufca is also the President of Financial Communications,
Englewood, Colorado, a sole proprietorship engaged in assisting public and
private investors, assisting in the obtaining and structuring of venture capital
financing and public relations. Prior, from May 1987 through January 1989, Mr.
Skufca served as a loan officer and consultant with Skufca-Meyer Financial
Corp., Lakewood, Colorado, a small privately held lender specializing in
residential mortgages and corporate financing. In March 1990, Mr. Skufca,
together with another person, formed GS2 Partnership, a Colorado general
partnership, for the purposes of providing funding to start-up and
19
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development stage companies. Mr. Skufca obtained a Bachelor's degree from the
University of Colorado at Boulder in 1980. He devotes only such time as
necessary to the business of the Company, which 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. From October 1986 through November 1998, Ms.
Gara was an officer and director of Princeton Management Corp., a Colorado
corporation whose principal business was similar to that of the Company. See
"Prior Blank Check Experience" below. 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.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and person who own more than 10% of the Company's Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. All of the aforesaid persons are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. In January 2000, at the same time as he tendered his resignation as an
officer and director, Mr. Greg Simonds transferred all of his shares,
constituting 135,184 common shares, were transferred to Mr. Skufca. Mr. Skufca
was also required to file a Form 4 with the SEC, reflecting the fact that he had
assumed his position as an officer and director of the Company, as well as his
acquisition of Mr. Simonds' shares. To the best knowledge of the Company,
neither Messrs. Simonds nor Skufca filed a Form 4 with the SEC within the time
parameters required. All of the issued and outstanding share certificates issued
by the Company are presently held in escrow with the Company's legal counsel,
until such time as the Company successfully consummates a merger or acquisition.
ITEM 10. EXECUTIVE COMPENSATION.
Remuneration
The following table reflects all forms of compensation for services to the
Company for the fiscal years ended December 31, 1999 and 1998 of the chief
executive officer of the Company.
20
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SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------------
Annual Compensation Awards Payouts
--------------------- -------------------- -------
Securities
Other Under- All
Name Annual Restricted lying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
- ---------- ---- ------ ----- ------ -------- ------- ------- ------
Gregory 1999 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Simmons(1),
President &
Director 1998 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
- -------------------------
(1) Mr. Simmons resigned his position with the Company in January 2000 and was
replaced by Mr. Skufca.
It is not anticipated that any executive officer of the Company will
receive compensation exceeding $100,000 during the fiscal year ending December
31, 2000, except in the event the Company successfully consummates a business
combination, of which there is no assurance.
The Company maintains a policy whereby the directors of the Company may be
compensated for out of pocket expenses incurred by each of them in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during fiscal years 1999 or 1998.
In addition to the cash compensation set forth above, the Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out-of-pocket basis. The Company cannot determine, without undue expense,
the exact amount of such expense reimbursement. However, the Company believes
that such reimbursements did not exceed, in the aggregate, $1,000 during the
fiscal year ended December 31, 1999.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) and (b) 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
21
<PAGE>
be the beneficial owner of more than 5% of such securities, as well as by all
directors and officers of the issuer. 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 W. Skufca(1) 254,368 50.9%
2191 W. Dry Creek Road
Littleton, CO 80120
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
Common All Officers and 170,184 34.0%
Directors as a
Group (2 person)
- -----------------
(1) Officer and/or director of the Company.
The balance of the Company's outstanding Common Shares are held by 3
persons.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company's principal place of business is provided on a rent-free basis
by Gregory W. Skufca, the Company's President.
There were no other related party transactions which occurred during the
past two years and which are required to be disclosed
22
<PAGE>
pursuant to the requirements included under Item 404 of Regulation SB.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(3) Articles of Incorporation and Bylaws
3.1 Restated Articles of Incorporation *
3.2 Bylaws *
(4) Instruments Defining the Rights of Holders
4.1 Form of Lock-up Agreements Executed
by the Company's Shareholders *
EX-27 Financial Data Schedule
* Filed with the Securities and Exchange Commission in the Exhibits to Form
10-SB, filed on or about April 9, 1999, and are incorporated by reference
herein.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the last
calendar quarter of the fiscal year ended December 31, 1999.
23
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April 18, 2000.
BUCKEYE OIL AND GAS, INC.
(Registrant)
By:s/ Gregory W. Skufca
--------------------------------
Gregory W. Skufca, President
By:s/ Gilberta Gara
--------------------------------
Gilberta P. Gara,
Secretary-Treasurer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities
indicated on April 18, 2000.
s/ Gregory W. Skufca
- ------------------------------
Gregory W. Skufca,
President and Director
s/ Gilberta Gara
- ------------------------------
Gilberta Gara,
Secretary-Treasurer and Director
24
<PAGE>
BUCKEYE OIL AND GAS, INC.
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . . . . . . . . 26
25
<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, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,163
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,163
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,163
<CURRENT-LIABILITIES> 5,959
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (5,296)
<TOTAL-LIABILITY-AND-EQUITY> 1,163
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17,796
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17,796)
<INCOME-TAX> 0
<INCOME-CONTINUING> (17,796)
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<EXTRAORDINARY> 0
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<NET-INCOME> (17,796)
<EPS-BASIC> (.04)
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</TABLE>
