UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 30, 2000
BuckTV.com, Inc.
--------------------------------------------------
(Exact name of Registrant as specified in charter)
Nevada 0-25909 86-0931332
---------------------------- ----------- -----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
5085 Lift Drive, Suite 201, Colorado Springs, CO 80919
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (323) 274-1015
--------------
-1-
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
Item 2. ACQUISTION OR DISPOSITON OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
Item 5. OTHER MATERIALLY IMPORTANT EVENTS.
The Board of Directors of BuckTV.com, Inc., formerly Oleramma, Inc. approved
the acquisition of certain assets owned by MyFreeBingoGame.com, Inc., a
Nevada Corporation, for 2,500,000 restricted common shares of its 144 stock.
The assets acquired by the company include:
1. The name BuckTV.com, Inc., which is owned by MyFreeBingoGame.com, and
formerly called BuckTV.com, Inc., changed its name to accommodate the
transfer of this name.
2. The website of BuckTV.com, Inc., which is an asset of MyFreeBingoGame.com
is to be transferred to the Company per the Asset Purchase Agreement. (See
Exhibit "A")
3. The marketing concept of live, real time internet auctions is be
transferred to the Company per the Asset Purchase Agreement. (See
Exhibit "A")
The 2,500,000 restricted common shares of BuckTV.com, Inc. are to be
transferred to the existing shareholders of MyFreeBingoGame.com on a pro
rata basis for a transfer of assets from MyFreeBingoGame.com, Inc., to
BuckTV.com, Inc. upon the completion and dissemination of the
MyFreeBingoGame.com audited financials. (See MyFreeBingoGame.com, Inc.,
audited Financial Statements submitted in this Current Report.)
The two of the Directors of BuckTV.com, Inc. are major shareholders in
MyFreeBingoGame.com, Inc. The following table indicates their current
holdings in the Company's stock, and their additional pro rata holdings
as shareholders following the acquisition of the Company's assets.
<TABLE>
<CAPTION>
No. of Shares
No. of Held After Asset
Class of Shares % of Purchases from % of
Name Shares Now Held Total MyFreeBrigoGame.com Total
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Larry Hunter Common Shares 2,950,000 32.4% 3,426,190 29.5%
Bry Behrmann Common Share 2,950,000 32.4% 3,290,136 28.3%
</TABLE>
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
-2-
<PAGE>
Item 7. FINANCIAL STATEMENT AND EXHIBITS.
Exhibit "A" Asset Purchase Agreement
Exhibit "B" Letter of Intent
Financials follow:
MyFreeBingoGame.com, Inc.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
June 30, 2000
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET - ASSETS F-2
BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7-8
-3-
<PAGE>
James E. Slayton, CPA
2858 WEST MARKET STREET
SUITE C
AKRON, OHIO 44333
1-330-864-3553
INDEPENDENT AUDITORS'REPORT
---------------------------
Board of Directors
MyFreeBingoGame.com, Inc. (The Company)
Las Vegas, Nevada 89109
August 14, 2000
I have audited the Balance Sheet of MyFreeBingoGame.com, Inc. (A Development
Stage Company), as of June 30, 2000, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the period March 20, 1997 (Date of
Inception) to June 30, 2000. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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 statement presentation. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MyFreeBingoGame.com, Inc., (A
Development Stage Company), as of June 30, 2000, and the results of its
operations and cash flows for the period March 20, 1997 (Date of Inception) to
June 30, 2000, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had limited operations and has not generated
significant revenues from planned principal operations. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is also described in Note 3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
James E. Slayton, CPA
Ohio License ID# 04-1-15582
F-1
<PAGE>
MyFreeBingoGame.com, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
June 30, 2000
ASSETS
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C>
Cash 185.00
---------
Total Current Assets 185.00
PROPERTY AND EQUIPMENT
Property and Equipment(net of depreciation) 69,893.00
----------
Total Property and Equipment 69,893.00
OTHER ASSETS
----------
TOTAL ASSETS $70,078.00
==========
</TABLE>
<PAGE>
See accompanying notes to financial statements
F-2
MyFreeBingoGame.com, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
June 30, 2000
LIABILITIES & EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C>
Accounts Payable $ 0.00
---------
Total Current Liabilities 0.00
OTHER LIABILITIES
Other Liabilities 0.00
---------
Total Other Liabilities 0.00
---------
Total Liabilities 0.00
EQUITY
Common Stock, $0.001 par value,
authorized 300,000,000 shares; 6,685.00
issued and outstanding at
June 30, 2000, 6,685,100 common shares
Preferred Stock, $0.001 par value,
authorized 50,000000 shares; none issued
Additional Paid in Capital 256,615.00
Donated Capital 50.00
Retained Earnings
(Deficit accumulated during development stage) (193,272.00)
------------
Total Stockholders' Equity 70,078.00
-----------
TOTAL LIABILITIES & OWNER'S EQUITY $ 70,078.00
===========
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
MyFreeBingoGame.com, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
March 20, 1997 (Date of Inception) to June 30, 2000
<TABLE>
<CAPTION>
REVENUE
<S> <C>
Services 0.00
COSTS AND EXPENSES
General and Administrative 136,726.00
Advertising Expense 41,950.00
Depreciation Expense 14,596.00
-----------
Total Costs and Expenses 193,272.00
----------
Net Income or (Loss) (193,272.00)
============
Basic earnings per share
number of common
shares outstanding 6,685,100
Net Loss
Per Share -0.03
See accompanying notes to financial statements
F-4
<PAGE>
MyFreeBingoGame.com, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
March 20, 1997 (Date of Inception) to June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated Total
Additional during Share-
Common Stock paid-in Donated development holder's
Shares Amount capital Capital stage Equity
<S> <C> <C> <C> <C> <C> <C>
March 20, 1997 1,000,100 1,000.00 1,000.00
July 1, 1999
Bank Account
Opening Costs
Donated 50.00 50.00
July 23, 1999
Furniture and
Equipment, Costs
exchanged for
stock 5,500,000 5,500.00 71,800.00 77,300.00
June 30, 2000
504 Offering
Cash 185,000 185.00 185,815.00 185,000.00
Net loss
March 20,1997
(Inception) to
June 30, 2000 (193,272.00) (193,272.00)
--------------------------------------------------------------
Balances as at
June 30, 2000 6,685,100 $6,698.00 $71,800.00 ($193,272.00) $70,078.00
=============================================================
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
MyFreeBingoGame.com, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
March 20, 1997 (Date of Inception) to June 30, 2000
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net Income or (Loss) (193,272.00)
Depreciation expense 14,616.00
Increase (decrease) in payables
and accrued liabilities 0.00
Organization costs exchanged for common stock 1,000.00
Net cash flow provided by operating activities (177,656.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets 7,159.00
Net cash used by investing activities (7,159.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 185,000.00
Cash paid for organizational costs
Net cash provided by financing activities 185,000.00
Balance at beginning of period 0.00
Net increase (decrease) in cash 185.00
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
MyFreeBingoGame.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized March 20, 1997 (Date of Inception) under the laws
of the State of Nevada, as BuckTV.com, Inc. In March of 1999, The Company
amended its name to BK.com, Inc. In June of 1999, the Company amended its
name to MyFreeBingoGame.com, Inc. (the Company) has no operations and in
accordance with SFAS #7, the Company is considered a development stage
company. The Company is authorized to issue 300,000,000 shares of $.001 par
value Common Stock and
On August 24, 1999, the company completed a private placement, 185,000 shares
of its $.001 par value stock was issued for cash at $1.00 per share.
There have been no other issuances of Common Stock.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $1,000.00 was expense when incurred.
3. Basic earnings per share is computed using the weighted average number of
shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight line method of depreciation. The amount of
depreciation recorded during this period was $14,616.00.
6. The Company experienced losses for its first operating period March 20,
1997 (Date of inception) to June 30, 2000. The Company will review its need
for a provision for federal income tax after each operating quarter and each
period for which a statement of operations is issued. The net operating losses
of $193,272.00 will begin to expire in 2013. The Company did not record any
deferred tax benefits as management deemed it less than likely that the
benefits would be utilized. The Company has adopted the provisions of FAS 109.
7. The Company has adopted December 31 as its fiscal year end.
8. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as
at the date of the financial statements and revenues and expenses for the
period reported. Actual results may differ from these estimates.
F-7
MyFreeBingoGame.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES - CONTINUED
9. The Company records its inventory at cost.
10. The Company's Statement of Cash Flows is reported utilizing cash (currency
on hand and demand deposits) and cash equivalents( short-term, highly liquid
investments). The Company did not have any cash equivalents at the balance
sheet date.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not generated significant revenues from
its planned principal operations. Without realization of additional capital,
it would be unlikely for the Company to continue as a going concern. It is
management's plan to raise additional capital through a debt or a private
placement.
NOTE 4 - RELATED PARTY TRANSACTION
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares
of common stock.
NOTE 7 - SUBSEQUENT EVENTS
MyFreeBingoGame.com, Inc. sold the name BuckTV.com and all intellectual
property rights to use, market, and develop Buck TV.com, Inc. including
trademarks, tax identification numbers, and caricatures to a related party
for 2,500,000 shares of common 144 restricted stock in Oleramma, Inc. at
the time of the transfer the stock was trading on an average of $.27.
F-8
<PAGE>
James E. Slayton, CPA
2858 WEST MARKET STREET
SUITE C
AKRON, OHIO 44333
To Whom It May Concern:
August 14, 2000
The firm of James E. Slayton, Certified Public Accountant consents to the
inclusion of my report of June 30, 2000, on the Financial Statements of
MyFreeBingoGame.com, Inc. from the inception date of March 20, 1997 through
June 30, 2000, in any filings that are necessary now or in the near future to
be riled with the U. S. Securities and Exchange Commission.
Professionally,
/s/ James E. Slayton, CPA
-------------------------
James E. Slayton, CPA
Ohio License ID # 04-1-15582
-4-
<PAGE>
Item 8. CHANGE IN FISCAL YEAR.
Not applicable.
Item 9. REGULATION S OFFERINGS.
Not applicable.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BuckTV.com, Inc.
By: /s/ Richard Lindberg
---------------------------
Richard Lindberg, President
Date: September 12, 2000
-6-
<PAGE>
Exhibit "A"
ASSET PURCHASE AGREEMENT
------------------------
This Asset Purchase Agreement (the "Agreement") is made and entered into
by and between BUCKTV.com, Inc., a Nevada corporation ("Seller") and
Oleramma, Inc., a Nevada corporation ("Buyer").
RECITALS
A. Seller is the owner of property and concepts with hard to define face
value which has been mutually and freely negotiated as worth 2,500,000
shares of Oleramma, Inc. common 144 restricted stock.
B. Buyer desires to purchase and acquire from Seller its ownership in this
property, and Seller desires to transfer and convey the same to Buyer, in
accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants contained herein, and on the terms and subject to the
conditions herein set forth, the parties hereby agree as follows:
ARTICLE I
Definitions
As used in this Agreement, the following terms shall have the meanings set
forth below:
1.1 Closing. "Closing" shall mean the closing of the transaction contemplated
by this Agreement, which shall occur at 1:00 p.m., Pacific Daylight Time, on
the Closing Date in the offices of BUCKTV.com, Inc., or at such other time and
place as shall be mutually agreed in writing by the parties hereto.
1.2 Closing Date. "Closing Date" shall mean the date of the completion of the
audit unless otherwise mutually agreed in writing by the parties hereto.
ARTICLE II
Purchase and Sale
2.1 Sale and Purchase of Assets. Subject to and upon the terms and
conditions contained herein, at the Closing, Seller shall sell, transfer,
assign, convey, and deliver to Buyer, free and clear of all liens, claims
and encumbrances, and Buyer shall purchase, accept and acquire from Seller
ownership of all assets enumerated in Exhibit "A" attached hereto and
incorporated herein.
2.2 Purchase Price. The total purchase price for this property will be
2,500,000 common 144 restricted shares of Oleramma, Inc. stock payable by
Buyer to Seller in stock of Oleramma, Inc.
2.3 Instruments of Transfer; Further Assurances.
property.
(a) At the Closing, Seller shall transfer to Buyer good and marketable title
to the said
(b) At the Closing, Buyer shall deliver to Seller such instrument or
instruments as shall be necessary or appropriate, as Seller shall reasonably
request.
1
<PAGE>
ARTICLE III
Representations and Warranties of Buyer
Buyer represents and warrants that the following are true and correct as of
this date and will be true and correct through the Closing Date as if made
on that date:
3.1 Organization and Good Standing. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada, with all the requisite power and authority to carry on the business
in which it is engaged, to own the properties it owns and to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
3.2 Authorization and Validity. The execution, delivery and performance by
Buyer of this Agreement and the other agreements contemplated hereby, and
the consummation of the transactions contemplated hereby, have been duly
authorized by Buyer. This Agreement and each other agreement contemplated
hereby have been or will be prior to Closing duly executed and delivered
by Buyer and constitute or will constitute legal, valid and binding
obligations of Buyer, enforceable against Buyer in accordance with their
respective terms.
3.3 No Violation. Neither the execution and performance of this Agreement
r the other agreements contemplated hereby, nor the consummation of the
transactions contemplated hereby or thereby, will (a) conflict with, or
result in a breach of the terms, conditions and provisions of, or constitute
a default under, the Articles of Incorporation or Bylaws of Buyer or any
agreement, indenture or other instrument under which Buyer is bound, or (b)
violate or conflict with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory agency or
body having jurisdiction over Buyer or the properties or assets of Buyer.
3.4 Consents. No authorization, consent, approval, permit or license of,
or filing with, any governmental or public body or authority, any lender or
lessor or any other person or entity is required to authorize, or is
required in connection with, the execution, delivery and performance of
this Agreement or the agreements contemplated hereby on the part of Buyer.
ARTICLE IV
Representations and Warranties of Seller
Seller represents and warrants that the following are true and correct as
of this date and will be true and correct through the Closing Date as if
made on that date:
4.1 Organization and Good Standing. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada,
with all the requisite power and authority to carry on the business in which
it is engaged, to own the properties it owns and to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
4.2 Authorization and Validity. The execution, delivery and performance by
Seller of this Agreement and the other agreements contemplated hereby, and
the consummation of the transactions contemplated hereby, have been duly
authorized by Seller. This Agreement and each other agreement contemplated
hereby have been or will be prior to Closing duly executed and delivered by
Seller and constitute or will constitute legal, valid and binding obligations
of Seller, enforceable against Seller in accordance with their respective
terms.
4.3 Title. Seller has good and marketable title to the properties which
are the subject of this Agreement. Upon consummation of the transactions
contemplated hereby, Buyer shall receive good, valid and marketable titles
to the properties free and clear of all hens, claims, and encumbrances.
2
<PAGE>
4.4 Commitments. Except as set forth, Seller shall not entered into, nor
is the subject property of Seller bound by, whether or not in writing, any
(i) partnership or joint venture agreement; (ii) deed of trust or other
security agreement; (iii) guaranty or suretyship, indemnification or
contribution agreement or performance bond; (iv) employment, consulting or
compensation agreement or arrangement including the election or retention
in office of any director or officer; (v) labor or collective bargaining
agreement; (vi) debt instrument, loan agreement or other obligation relating
to indebtedness for borrowed money or money lent to another; (vii) deed or
other document evidencing an interest in or contract to purchase or sell
real property; (viii) agreement with dealers or sales or commission agents,
public relations or advertising agencies, accountants or attorneys; (ix)
lease of real or personal property, whether as lessor, lessee, sublessor,
or sublessee; (x) agreement relating to any material matter or transition
in which an interest is held by a person or entity which is an affiliate of
Seller; (xi) powers of attorney; or (xii) contracts containing noncompetition
covenants.
4.5 Adverse Agreements. Seller is not a party to any agreement of instrument
or subject to any charter or other limited liability company restriction or
any judgment, order, writ, injunction, decree, rule or regulation which
materially and adversely affects or, so far as Seller can now foresee, may
in the future materially and adversely affect the business operations,
prospects, properties, assets or condition, financial or otherwise, of
Seller.
4.6 No Violation. Neither the execution and performance of this Agreement
or the other agreements contemplated hereby, nor the consummation of the
transactions contemplated hereby or thereby, will (a) conflict with, or
result in a breach of the terms, conditions and provisions of, or
agreement, indenture or other instrument wx1er which Buyer is bound, or
(b) violate or conflict with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory agency or
body having jurisdiction over Seller or the properties or assets of Seller,
4.7 Consents. No authorization, consent, approval, permit or license of,
or filing with, any governmental or public body or authority, any lender or
lessor or any other person or entity is required to authorize, or is
required in connection with, the execution, delivery and performance of
this Agreement or the agreements contemplated hereby on the part of Seller.
4.8 Compliance with Laws. There are no existing violations by Seller of any
applicable federal, state or local law or regulation, except to the extent
that any such violations would not have a material adverse effect on the
property or business of Seller.
4.9 Accuracy of Information Furnished. All information furnished to Buyer
by Seller is true, correct and complete in all material respects. Such
information states all material facts required to be stated therein or
necessary to make the statements therein, in fight of the circumstances
under which such statements are made, true, correct and complete.
4.10 Proceedings. No action, proceeding or order by any court or
governmental body or agency shall have been threatened in writing, asserted,
instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated by this Agreement.
ARTICLE V
Termination
5.1 Termination for Cause. This Agreement may be terminated prior to Closing
upon notice to the other party at any time by a party if any representation
or warranty of the other party contained in this Agreement or in any
certificate or other document executed and delivered by one party to the
other is or becomes untrue or breached in any material respect or if one
party fMs to comply in any material respect with any covenant or agreement
contained herein, and any such misrepresentation, breach or noncompliance
is not cured, waived, or eliminated before Closing.
3
<PAGE>
5.2 Termination Without Cause. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and abandoned at any time
without further obligation or liability on the part of any party in favor of
any other by mutual consent of Buyer and Seller.
ARTICLE VI
Miscellaneous Provisions
6.1 Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified or supplemented only by a written agreement signed
by Buyer and Seller.
6.2 Waiver of Compliance; Consents.
6.2.1 Any failure of any party to comply with any obligation, covenant,
agreement or condition herein may be waived by the party entitled to the
performance of such obligation, covenant or agreement or who has the benefit
of ssuch condition, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, or agreement or condition will
not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.
6.2.2 Whenever this Agreement requires or permits consent by or on behalf
f any party hereto, such consent will be given in a manner consistent with
the requirements for a waiver of compliance as set forth above,
6.3 Notices. All Notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to
have been duly given when delivered by (i) hand; (ii) reliable overnight
delivery service; or (iii) facsimile transmission.
If to Buyer, to: Oleramma, Inc., 1520 Gold Dust Las Vegas, NV 89119
If to Seller, to: BUCKTV.com, Inc., 5085 List Drive, Suite 201, Colorado
Springs, CO 80919
6.4 Titles and Captions. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.
6.5 Entire Agreement, This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
6.6 Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
6.7 Attorneys' Fees. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms,
or in any appeal therefrom, it is agreed that the prevailing party shall
be entitled to reasonable attorneys fees to be fixed by the arbitrator,
trial court, and/or appellate court.
6.8 Computation of Time. In computing any period of time pursuant to
this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall be included, unless it is
a Saturday, Sunday or a legal holiday, in which event the period shall
begin to run on the next day that is not a Saturday, Sunday or legal
holiday.
6.9 Pronouns and Plurals. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons may require.
6.10 Governing Law. TFUS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEVADA. TBE PARTIES AGREE THAT ANY LITIGATION
RELATING DIRECTLY OR. INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE
AND DETERMNED BY A COURT OF COWETENT JURISDICTION WITHIN THE STATE OF NEVADA.
4
<PAGE>
6.11 Arbitration. If at any time during the term of this Agreement any
dispute, difference, or disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by the parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall
be settled by arbitration in accordance with the then prevailing commercial
rules of the American Arbitration Association, and judgment upon the award
rendered by the arbiter may be entered in any court having jurisdiction
thereof
6.12 Presumption. This Agreement or any Section thereof shall not be
construed against any party due to the fact that said Agreement or any
section thereof was drafted by said party.
6.13 Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of the Agreement.
6.14 Parties in Interest. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be
for the benefit of any third party.
6.15 Savings Clause. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons
or circumstances other than those as to which it is held invalid, shall not
be affected hereby.
6.16 Confidentiality. The parties shall keep this Agreement and its terms
confidential, but any party may make such disclosures as it reasonably
considers are required by law or necessary to obtain financing. In the event
that the transactions contemplated by this Agreement are not consummated for
any reason whatsoever, the parties hereto agree not to disclose or use any
confidential information they may have concerning the affairs of other
parties, except for information which is required by law to be disclosed.
Confidential information includes, but is not limited to, financial records,
surveys, reports, plans, proposals, financial information, information
relating to personnel contracts, stock ownership, liabilities and litigation.
6.17 Costs, Expenses and Legal Fees. Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own
costs and expenses (including attorneys' fees), except as set forth in the
Escrow Agreement.
6.18 Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effecting during the
term hereof, such provision shall be fully severable and this Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof, and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid and unenforceable provision,
there shall be added automatically as part of this Agreement a provision as
similar in nature in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
6.19 Counterparts and Facsimile Signatures. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. For
purposes of this Agreement, facsimile signatures shall be treated as
originals until such time that applicable pages bearing non-facsimile
signatures are obtained from the relevant party or parties.
6.20 Continuing Nature. All representations and warranties contained in
this Agreement shall survive the Closing for a period of two (2) years and,
if applicable, all covenants, which, according to their terms are to be
performed after the execution of this Agreement, shall survive the Closing
for a period of two (2) years.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have set their hands to approve
this Asset Purchase Agreement.
t
Oleramma, Inc. BUCKTV.com, Inc.
A Nevada Corporation A Nevada Corporation
by: L. E.Hunter by: Bry Behrmann
---------------------------------- ------------------------
Chairman of the Board of Directors Bry Behrmann
Its: Secretary
6
<PAGE>
ADDENDUM
--------
Items sold by Seller and purchased by Buyer:
1. The name BuckTV.com, Inc. and all intellectual property rights to use,
market, and develop BuckTV.com, Inc. including trademarks, tax
identification numbers, and caricatures.
2. The BuckTV.com, Inc. Website and Internet addresses.
The marketing concept of BuckTV.com as outlined in the BuckTV Executive
Summary, including live, real time, Internet auctions and marketing - static
stores and live auctions and live radio and TV promotions -- Internet, cable,
and satellite transmissions.
7
<PAGE>
Exhibit "B"
LETTER OF INTENT
COMES NOW the Board of Directors of Oleramma ("OLRM"), a Nevada corporation,
and hereby enter into a Letter of Intent with BuckTV.com, Inc., regarding the
acquisition of BuckTV.com, Inc. property (i.e., the name "BuckTV.com, Inc.,
the real time, live, interactive marketing concept, the web site for
BuckTV.com, Inc. and copyrights patents, and trademarks for BuckTV.com) by
Oleramma, Inc. This acquisition shall be by way of stock exchange of Oleramma
stock for BuckTV.com, Inc. stock, calculated at the following ratio:
One share of Oleramma common stock for one share of OLRM for 90.24528 shares
of BuckTV.com, Inc. stock.
It is also agreed that this fraction will be rounded up to bring each
shareholder to a whole number of shares.
This exchange of Oleramma stock for BuckTV.com stock and this Letter of
Intent is subject to receipt of an audited financial statement in a timely
manner from BuckTV.com, Inc., which will be submitted to Oleramma on or
before September 1, 2000.
/s/ L. E. Hunter, Director
--------------------------
Oleramma, Inc.
/s/ Bry Behrmann, Director
--------------------------
BuckTV.com, Inc.
<PAGE>
