U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: March 31, 2000
Commission File Number: 000-25725
BUCKEYE OIL AND GAS, INC.
(Exact name of small business issuer as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-1026453
(IRS Employer Identification No.)
5650 Greenwood Plaza Blvd, Suite 216
Englewood, Colorado
(Address of principal executive offices)
80111
(Zip Code)
(303) 741-1118
(Issuer's Telephone Number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: Yes
__X__ No ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of March 31, 2000, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the three month period ended March
31, 2000 are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's
unaudited financial statements and notes thereto included herein. The Company
generated no revenues during the three month period ended March 31, 2000.
Management of the Company anticipates that the Company will not generate any
significant revenues until the Company accomplishes its business objective of
merging with a nonaffiliated entity or acquiring assets from the same.
In connection with, and because it desires to take advantage of, the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, the
Company cautions readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other statement
made by, or on the behalf of the Company, whether or not in future filings with
the Securities and Exchange Commission. Forward looking statements are
statements not based on historical information and which relate to future
operations, strategies, financial results or other developments. Forward looking
statements are necessarily based upon estimates and assumptions that are
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which, with respect to future business decisions, are subject to
change. These uncertainties and contingencies can affect actual results and
could cause actual results to differ materially from those expressed in any
forward looking statements made by, or on behalf of, the Company. The Company
disclaims any obligation to update forward looking statements.
Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business, in exchange for its securities. As of the date of
this report, management of the Company has had preliminary discussions with
potential merger or acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto. In the event the
Company does enter into an agreement with such a third party, the Board of
Directors does intend to obtain certain assurances of value of the target entity
assets prior to
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<PAGE>
consummating such a transaction, with further assurances that an audited
financial statement would be provided within sixty days after closing of such a
transaction. Closing documents relative thereto will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
The Company has no full time employees. The Company's President and
Secretary have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers anticipate that the business
plan of the Company can be implemented by their devoting approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.
Because the Company presently has nominal overhead or other material
financial obligations, management of the Company believes that the Company's
short term cash requirements can be satisfied by management injecting whatever
nominal amounts of cash into the Company to cover these incidental expenses.
There are no assurances whatsoever that any additional cash will be made
available to the Company through any means.
Liquidity and Capital Resources
The Company presently has nominal cash or cash equivalents. Because the
Company is not required to pay rent or salaries to any of its officers or
directors, management believes that the Company has sufficient funds to continue
operations through the foreseeable future.
The Company's securities are currently not liquid. There are no market
makers in the Company's securities and it is not anticipated that any market
will develop in the Company's securities until such time as the Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets. The Company presently has no liquid
financial resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.
YEAR 2000 DISCLOSURE
Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without considering
the impact of the upcoming change in the century. If not corrected, many
computer applications could fail or create erroneous results by or at the Year
2000. As a result, many companies will be required to undertake major projects
to address the Year 2000 issue. The Year 2000 issue is the result
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of computer programs written using two digits rather than four to define the
applicable year. As a result, date-sensitive software may recognize dates using
"00" as the year 1900 rather than the year 2000. This could result in system
failures or miscalculations causing disruptions of operations, including, among
others, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities. 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.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION - NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Balance Sheet
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Audited
March December
31, 2000 31, 1999
--------- ---------
<S> <C> <C>
ASSETS
Current Assets - Cash $ 1,131 $ 1,163
--------- ---------
TOTAL ASSETS $ 1,131 $ 1,163
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 8,952 $ 5,959
--------- ---------
Total Current Liabilities 8,952 5,959
--------- ---------
SHAREHOLDERS' EQUITY
Preferred Stock, $.01 Par Value
Authorized 25,000,000 Shares;
Issued And Outstanding 0 Shares 0 0
Common Stock, $.001 Par Value
Authorized 100,000,000 Shares;
Issued And Outstanding 500,000 Shares 500 500
Capital Paid In Excess of
Par Value of Common Stock 257,500 257,500
Retained Earnings (Deficit) (245,000) (245,000)
Deficit Accumulated During The
Development Stage (20,821) (17,796)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY (7,821) (4,796)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,131 $ 1,163
========= =========
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Unaudited Unaudited
Three Month Three Month Jan. 1, 1997
Interim Period Interim Period (Inception)
Ended Ended Through
March March March
31, 2000 31, 1999 31, 2000
------------ ------------ ----------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
------------ ------------ ----------
Expenses:
Administrative Services 900 900 4,500
Bank Charges 32 0 118
Professional Fees 1,793 6,500 14,703
Rent 300 300 1,500
------------ ------------ ----------
Total Expenses 3,025 7,700 20,821
------------ ------------ ----------
Net (Loss) Before Other Income $ (3,025) $ (7,700) $ (20,821)
Other Income - Interest 0 0 0
------------ ------------ ----------
Net Income (Loss) $ (3,025) $ (7,700) $ (20,821)
============ ============ ==========
Basic Earnings (Loss)
Per Share $ (0.00) $ (0.00)
============ ============
Weighted Average Common Shares
Outstanding 500,000 500,000
============ ============
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
- ----------------------------------------------------------------------
<CAPTION>
Unaudited Unaudited Unaudited
Three Month Three Month Jan. 1, 1997
Interim Period Interim Period (Inception)
Ended Ended Through
March March March
31, 2000 31, 1999 31, 2000
------------ ------------ ----------
<S> <C> <C> <C>
Net (Loss) $ (3,025) $ (7,700) $ (20,821)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Increase in Account Payable 2,993 2,700 8,952
------------ ------------ ----------
Net Flows From Operations (32) (5,000) (11,869)
------------ ------------ ----------
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 0 8,000 13,000
------------ ------------ ----------
Cash Flows From Financing 0 8,000 13,000
------------ ------------ ----------
Net Increase In Cash (32) 3,000 1,131
Cash At Beginning Of Period 1,163 0 0
------------ ------------ ----------
Cash At End Of Period $ 1,131 $ 3,000 $ 1,131
============ ============ ==========
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<TABLE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
- --------------------------------------------------------------------------------
<CAPTION>
Deficit
Accumulated
Number Of Capital Paid During The
Common Common In Excess of Development Retained
Shares Stock Par Value Stage Deficit Total
-------- ------- --------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance At
December 31, 1996,
1997, 1998 500,000 $ 500 $ 244,500 $ 0 $(245,000) $ 0
Additoinal 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)
Net (Loss) at March
31, 2000 - - - (3,025) - (3,025)
-------- ------- --------- ----------- --------- --------
Balance at March 31, 2000 500,000 $ 500 $ 257,500 $ (20,821) $(245,000) $ (7,821)
======== ======= ========= =========== ========= ========
The Accompanying Notes Are An Integral Part Of These
Unaudited Financial Statements.
</TABLE>
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<PAGE>
Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Notes To Unaudited Financial Statements
For The Three Month Period Ended March 31, 2000
- -----------------------------------------------
Note 1 - Unaudited Financial Information
- ----------------------------------------
The unaudited financial information included for the three month interim period
ended March 31, 2000 were taken from the books and records without audit.
However, such information reflects all adjustments (consisting only of normal
recurring adjustments, which are of the opinion of management, necessary to
reflect properly the results of interim periods presented). The results of
operations for the three month period ended March 31, 2000, are not necessarily
indicative of the results to be expected for the fiscal year ended December 31,
2000.
Note 2 - Financial Statements
- -----------------------------
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of foot notes, reference is made to the Company's Report on Form
10-KSB for the year ended December 31, 1999 as filed with the Securities and
Exchange Commission and the audited financial statements included therein.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BUCKEYE OIL AND GAS, INC.
(Registrant)
Dated: May 15, 2000
By: s/Gregory W. Skufca
------------------------
Gregory W. Skufca, President
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<PAGE>
BUCKEYE OIL AND GAS, INC.
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 2000
EXHIBITS Page No.
EX-27 Financial Data Schedule..............................................12
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2000, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,131
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,131
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,131
<CURRENT-LIABILITIES> 8,952
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (8,321)
<TOTAL-LIABILITY-AND-EQUITY> 1,131
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,025
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,025)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,025)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,025)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
