U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ___________ to ___________
Commission file number: 0-25909
OLERAMMA, INC.
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(Name of small business issuer in its charter)
Nevada 86-0931332
- ------------------------ --------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
No.)
5085 Lift Drive, Suite 201, Colorado Springs, CO 80919
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(Address of principal executive offices) (Zip Code)
(800) 410-2225
----------------------
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class registered: None Name of each exchange on which
registered: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001
-----------------------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 [ ]
Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is 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. [ ]
The issuer is a developmental stage company, and as such has yet to
generate any revenues.
Based on the average if the closing bid and asked prices of the issuer's
common stock on December 31, 1999, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $191,800.
As of December 31, 1999, the issuer had 3,767,200 shares of common stock
outstanding.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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CONTENTS
PAGE
PART I
Item 1. Description of Business........................................3
Item 2. Description of Property.......................................11
Item 3. Legal Proceedings.............................................11
Item 4. Submission of Matters to a Vote of Security Holders...........11
PART II
Item 5. Market for Common Equity and Related Stockholder Matters......12
Item 6. Management's Discussion and Analysis or Plan of Operation.....13
Item 7. Financial Statements..........................................17
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................18
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......26
Item 12. Certain Relationships and Related Transactions................21
Item 13. Exhibits and Reports on Form 8-K..............................22
SIGNATURES ..............................................................23
Forward-Looking Statements
This report contains forward-looking statements. The forward-looking statements
include all statements that are not statements of historical fact. The
forward-looking statements are often identifiable by their use of words such
as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "Plans" or the negative or other variations of those or comparable
terms. Our actual results could differ materially from the anticipated results
described in the forward-looking statements. Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and included
elsewhere in this report.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(a) BUSINESS DEVELOPMENT
(i) Business Development, Organization and Acquisition Activities
- -----------------------------------------------------------------
Oleramma, Inc., a developmental stage company, hereinafter referred to as
"the Company", was organized by the filing of Articles of Incorporation
with the Secretary of State of the State of Nevada on September 21, 1998.
The original Articles of the Company authorized the issuance of twenty-five
million (25,000,000) shares. There are twenty million (20,000,000) shares
of Common Stock at par value of $0.001 per share and five million (5,000,000)
shares of Preferred Stock at par value of $0.001. As of December 31, 1999,
the issuer had 3,767,200 shares of Common Stock outstanding and no Preferred
Stock was issued nor outstanding.
The Registrant was incorporated on September 21, 1998, in the state of Nevada
under the name Oleramma, Inc. (hereinafter the "Registrant" or the "Company").
In connection with its formation, a total of 3,000,000 shares of its common
stock were issued to the founder of the Company. From February 19 through
February 28, 1999, the Company sold Seven Hundred Sixty-seven Thousand Two
Hundred (767,200) shares of its common stock in connection with a public
offering at a price of $0.05 per share. The public offering was registered
with the Nevada Securities Division. The Company was issued a permit to sell
securities to the public in the State of Nevada from the Nevada Securities
Division on February 19, 1999 pursuant to Nevada Revised Statutes Chapter
90.490.
This offering was made in reliance upon an exemption from the registration
provisions of Section 5 of the Securities Act of 1993, as amended, pursuant
to regulation D, Rule 504 of the Act. On December 15, 1998, founding
shareholder purchased 3,000,000 shares of the company's authorized but
unissued treasury stock for cash and assets. Additionally, the Company sold
Thirty-eight Thousand Three Hundred Sixty Dollars ($38,360) or Seven Hundred
Sixty-seven Thousand Two Hundred (767,200) shares of the Common Stock of the
Company during the Offering to approximately fifty-eight (58) shareholders
in the State of Nevada. The offering was closed March 1, 1999. As of March
1, 1999, the Company has three million seven hundred sixty seven thousand
two hundred shares (3,767,200) shares of its $0.001 par value common voting
stock issued and outstanding which are held by approximately fifty-nine (59)
shareholders of record.
The Company is developmental stage company, which hoped to develop a
genetically engineered Pima cotton seed, with a virus fatal to the bollworm.
It was the company's hope to enter the marketplace as the first genetically
engineered Pima cotton, which is genetically superior in combating
infestations.
New management and ownership of the Company is now pursuing a new direction
for the Company. Oleramma, Inc. is a developmental stage company with a new
principal business strategy to market consumer products through an Interactive
WEB site, and to promote this WEB site through commercial radio promotions,
and Internet search engines, utilizing the talent and skills of a famous
radio/television personality. However, there are no assurances or guarantees
that the Company may be able to successfully develop this interactive Web site.
(ii) Principal Products and Principal Markets
- ----------------------------------------------
Oleramma, Inc. was incorporated to transact any lawful business. The Company
originally hoped to develop a genetically engineered type of Pima cotton seed
with a gene that contains a virus fatal to the pink bollworm, a leaf-munching
pest that can destroy cotton fields. The Company's initial test results were
not positive, and the Company subsequently changed management and control of
its stock to a different group.
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The new management and ownership of the Company has developed a new principal
business strategy for the Company to market consumer products through an
Interactive WEB site, and to promote this WEB site through commercial radio
promotions, and Internet search engines, utilizing the talent and skills of
a famous radio/television personality.
(iii) Market Research
- ---------------------
The Internet has become a significant marketplace for buying and selling
goods and services. Industry estimates that the amount of goods or services
purchased in online consumer transactions will grow from approximately $2.6
billion in 1997 to approximately $37.5 billion in 2002. Improvements in
security, interface design and transaction-processing technologies have
facilitated an increase in online consumer transactions. Early adopters of
such improvements include online merchants offering broad product catalogs
(such as books, music CDs and toys), those seeking distribution efficiencies
(such as PCs, flowers and groceries) and those offering products and services
with negotiable pricing (such as automobiles and mortgages). The Company
believes that as the volume of online transactions increases, traditional
retailers will offer a wide variety of products and services online. The
Company believes that online companies provide businesses an opportunity to
link Internet customers with like interests. The Internet allows marketers
to collect meaningful demographic information.
The Company's new business strategy relies on advertising by and agreements
with other Internet companies. Any significant deterioration in general
economic conditions that adversely affected these companies could also have
a material adverse effect on the Company's business, results of operations and
financial condition.
(iv) Target Market
- ------------------
The Company believes that establishing and maintaining brand identity is a
critical aspect of its efforts to attract new customers, Internet traffic and
advertising and commerce relationships. In order to attract new customers,
advertisers and commerce vendors, and in response to competitive pressures,
the Company intends to make a commitment to the creation and maintenance of
brand loyalty among these groups. The Company plans to accomplish this,
although not exclusively, through advertising its Web site through the Cable
Radio Network, various search engines, through other Web sites, marketing its
site to businesses/customers through e-mail, online media, and other marketing
and promotional efforts.
There can be no assurance that brand promotion activities will yield increased
revenues or that any such revenues would offset the expenses incurred by the
Company in building its brands. Further, there can be no assurance that any
new users attracted to BuckTV will conduct transactions over BuckTV.com on a
regular basis. If the Company fails to promote and maintain its brand or
incurs substantial expenses in an attempt to promote and maintain its brand or
if the Company's existing or future strategic relationships fail to promote
the Company's brand or increase brand awareness, the Company's business,
results of operations and financial condition would be materially adversely
affected.
(v) Concept and Products
- ------------------------
The Company, among other things, plans to develop and market its Interactive
Web site, enhance its brands, implement and execute its business and marketing
strategy successfully, continue to develop and upgrade its technology and
information-processing systems, meet the needs of a changing market, provide
superior customer service, respond to competitive developments and attract,
integrate, retain and motivate qualified personnel provided the company can
generate sales and profit.
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The Company also needs to develop and identify products that achieve market
acceptance by its users and e-Commerce customers. There can be no assurance
that any Internet company, including Oleramma, will achieve market acceptance.
Accordingly, no assurance can be given that the Company's business model will
be successful or that it can sustain revenue growth or be profitable. The
market for Internet products is new, rapidly developing and characterized by an
increasing number of market entrants. As is typical of any new and rapidly
evolving market, demand and market acceptance for recently introduced products
are subject to a high level of uncertainty and risk. Moreover, because this
market is new and rapidly evolving, it is difficult to predict its future
growth rate, if any, and its ultimate size.
(vi) Method of Operation
- ------------------------
The Company plans to offer the sale of consumer products by promoting these
products through an Interactive Web site, based on an auction format, utilizing
the talents and abilities of Mr. Buck Hunter, a major shareholder in the
Company and a Director of the Company, he is also a radio and television
personality.
(vii) Competition
- -----------------
The market for selling consumer products over the Internet is relatively new,
rapidly evolving and intensely competitive, and the Company expects competition
to intensify further in the future. Barriers to entry are relatively low, and
current and new competitors can launch new sites at a relatively low cost using
commercially-available software. The Company potentially competes with a number
of other companies marketing similar health care products over the Internet.
Competitive pressures created by any of the Company's competitors, could have
a material adverse effect on the Company's business, results of operations and
financial condition. The Company believes that the principal competitive
factors in its market are volume and selection of goods, population of buyers
and sellers, community cohesion and interaction, customer service, reliability
of delivery and payment by users, brand recognition, WEB site convenience and
accessibility, price, quality of search tools and system reliability. Some of
the Company's potential competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial,
marketing, technical and other resources than the Company. In addition, other
online trading services may be acquired by, receive investments from or enter
into other commercial relationships with larger, well-established and
well-financed companies as use of the Internet and other online services
increases.
Therefore, certain of the Company's competitors with other revenue sources
may be able to devote greater resources to marketing and promotional campaigns,
adopt more aggressive pricing policies and devote substantially more resources
to Web site and systems development than the Company or may try to attract
traffic by offering services for free. Increased competition may result in
reduced operating margins, loss of market share and diminished value in the
Company's brands. There can be no assurance that the Company will be able to
compete successfully against current and future competitors. Further, as a
strategic response to changes in the competitive environment, the Company may,
from time to time, make certain pricing, service or marketing decisions or
acquisitions that could have a material adverse effect on its business,
results of operations and financial condition. New technologies and the
expansion of existing technologies may increase the competitive pressures
on the Company by enabling the Company's competitors to offer a lower-cost
service. Certain Web-based applications that direct Internet traffic to
certain Web sites may channel users to trading services that compete with
the Company. Although the Company plans to establish arrangements with
online services and search engine companies, there can be no assurance that
these arrangements will be renewed on commercially reasonable terms or that
they will otherwise bring traffic to the BuckTV.com WEB site. In addition,
companies that control access to transactions through network access or Web
browsers could promote the Company's competitors or charge the Company
substantial fees for inclusion. Any and all of these events could have a
material adverse effect on the Company's business, results of operations
and financial condition.
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(viii) Industry Conditions and Cyclical Nature
- ----------------------------------------------
Global commerce and the online exchange of information is new and evolving,
it is difficult to predict with any assurance whether the Web will prove to
be a viable commercial marketplace in the long term. The Web has experienced,
and is expected to continue to experience, significant growth in the numbers
of users and amount of traffic. To the extent that the Web continues to
experience increased numbers of users, frequency of use or increased bandwidth
requirements of users, there can be no assurance that the Web infrastructure
will continue to be able to support the demands placed on it by this continued
growth or that the performance or reliability of the Web will not be adversely
affected.
Industry estimates that spending on Internet advertising in the United States
will grow from $940 million in 1997 to $7.7 billion in 2002. The Internet has
become a compelling advertising vehicle that provides advertisers with
targeting tools not available from traditional advertising media. The
interactive nature of the Internet and the development of "click-through"
advertising banners and other feedback tools enable advertisers to measure
impression levels, establish a dialogue with users and receive "real-time"
direct feedback from their target markets.
Such feedback provides advertisers with an effective means to measure the
attractiveness of their offerings among targeted audiences and make
modifications to their advertising campaigns on short notice. Community sites
are generally able to provide advertisers significantly more information
regarding consumers than other Web sites because they collect detailed
demographic data and facilitate the development of user-created affinity
groups. The ability to target advertisements to broad audiences, specific
regional populations, affinity groups or individuals makes community Web site
advertising a highly versatile and effective tool for delivering customized
and cost-effective messages. One indicator of the Internet's popularity as
an advertising medium is the growing number and diversity of Internet
advertisers.
Most early Internet advertisers were technology and Internet-related companies.
Today, a growing number of Internet advertisers consist of traditional,
consumer product and service companies. The diverse audience of users accessing
community sites has made such sites especially attractive to consumer product
and service companies advertising on the Internet. The Company believes that
this trend should continue, and that a wide variety of companies outside the
technology and Internet industries, such as financial services, consumer goods,
automotive and pharmaceutical companies, are or will be increasingly using the
Internet, and community sites in particular, to advertise.
Furthermore, the Web has experienced a variety of outages and other delays as
a result of damage to portions of its infrastructure, and could face such
outages and delays in the future, including outages and delays resulting from
the inability of certain computers or software to distinguish dates in the 21st
century from dates in the 20th century. These outages and delays could
adversely affect the level of Web usage and also the level of traffic for
Oleramma, Inc. In addition, the Web could lose its viability due to delays
in the development or adoption of new development or adoption of new standards
and protocols to handle increased levels of activity or due to increased
governmental regulation.
The Internet allows marketers to collect meaningful demographic information
and feedback from consumers, and to rapidly respond to this information with
new messages. This offers a significant new opportunity for businesses to
increase the effectiveness of their direct marketing campaigns. In traditional
media, a significant portion of all advertising budgets are spent on direct
marketing because of its effectiveness. However, the effectiveness of direct
marketing campaigns is dependent upon the quality of consumer data used to
develop and place complementary products, services or facilities are developed
and the Web becomes a viable commercial marketplace in the long term, the
Company might be required to incur substantial expenditures in order to adapt
its products to changing Web technologies, which could have a material adverse
effect on the Company's business, results of operations and financial
condition. Any deterioration in these markets could have a material adverse
effect on the Company's business, financial condition and results of operations.
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(ix) Dependence on Outside Suppliers
- ------------------------------------
The Company plans to purchase consumer merchandise, appliances, jewelry,
computers, etc., to sell and market over its Interactive Web site. The cost
of the merchandise will vary on the quantity purchased and type of merchandise
to be sold. For example, the cost of jewelry items can be purchased at eight
(8) cents on the dollar, whereas certain appliances can be purchased at fifty
(50) cents on the dollar. The company's ability to negotiate bulk purchases
and special deals, for products which can be sold through their Interactive
Web Site, will vary greatly. The results in finding supplier who can provide
products with reasonable margins can affect the results of the Company.
(See "Business of the Company").
(x) Potential Conflicts of Interest
- -----------------------------------
Potential conflicts of interest may arise between the Company and its
officers and directors. Although each of the Company's officers and directors
is committed to devote full working time to the business of the Company, they
also may be engaged in other business activities. If these business activities
are of the same type as those engaged in or contemplated by the Company,
conflicts of interest will arise in the area of corporate opportunities or in
the area of conflicting time commitments with respect to the officers and
directors of the Company. Conflicts of interest also will develop with respect
to any contractual relationships that may be entered into between the Company
and any of its officers and directors. The Company has established a policy
pursuant to which the Board of Directors will consider transactions with
officers, directors, and shareholders of the Company and their respective
affiliates. Pursuant to this policy, the Board of Directors will not approve
any transaction unless it determines that the terms of the transaction are
no less favorable to the Company than those available from unaffiliated
parties. Because this policy is not contained in the Company's Articles of
Incorporation or Bylaws, the policy is subject to change by the Board of
Directors, although it currently is not contemplated that the policy will
be changed. In addition, in the event any conflicts of interest arise with
respect to any officer or director of the Company, the Company anticipates
that its officers and directors will exercise their judgment consistent with
their fiduciary duties arising under the applicable state laws. There can be
no assurance that all conflicts of interest will be resolved in favor of the
Company.
(xi) Marketing and Advertising
- ------------------------------
The Company's objective is to advertise its Web site through the mass media.
All total, the Company plans to use the following marketing means, materials
and support to help market its establishments:
1. An advertising campaign announcing the new interactive Web Site.
2. Promotions through the "Ask the Fat Man" show on the Cable Radio Network
(The "Ask the Fat Man" show is hosted by Mr. Buck Hunter, a Director
and major shareholder in Oleramma, Inc.)
3. Internet Search Engines
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(xii) Online Commerce Security Risks
- ------------------------------------
A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. OLERAMMA,
Inc. plans to accept credit cards for purchases of its products. The Company
will rely on encryption and authentication technology licensed from third
parties to provide the security and authentication technology to effect
secure transmission of confidential information, including customer credit
card numbers. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography, or other events or
developments will not result in a compromise or breach of the technology used
by the Company to protect customer transaction data.
If any such compromise of the Company's security were to occur, it could have
a material adverse effect on the Company's reputation and, therefore, on its
business, results of operations and financial condition. Furthermore, a party
who is able to circumvent the Company's security measures could misappropriate
proprietary information or cause interruptions in the Company's operations.
The Company may be required to expend significant capital and other resources
to protect against such security breaches or to alleviate problems caused by
such breaches. Concerns over the security of transactions conducted on the
Internet and other online services and the privacy of users may also inhibit
the growth of the Internet and other online services generally, and the Web
in particular, especially as a means of conducting commercial transactions.
To the extent that activities of the Company involve the storage and
transmission of proprietary information, such as credit card numbers, security
breaches could damage the Company's reputation and expose the Company to a
risk of loss or litigation and possible liability. There can be no assurance
that the Company's security measures will prevent security breaches or that
failure to prevent such security breaches will not have a material adverse
effect on the Company's business, results of operations and financial
condition.
(xiii) Risk Associated with System Failures
- -------------------------------------------
The Company's ability to facilitate trade successfully and provide high
quality customer service, depends on the efficient and uninterrupted operation
of its computer and communications through its designated Internet Service
Provider (ISP). These systems and operations are vulnerable to damage or
interruption from earthquakes, floods, fires, power loss, telecommunication
failures, break-ins, sabotage, intentional acts of vandalism and similar
events. The Company does not have fully redundant systems, a formal disaster
recovery plan or alternative providers of hosting services and does not carry
business interruption insurance to compensate it for losses that may occur.
Despite any precautions taken by, and planned to be taken by the Company, the
occurrence of a natural disaster or other unanticipated problems with its ISP
could result in interruptions in the services provided by the Company.
In addition, the failure by the ISP to provide the data communications capacity
required by the Company, as a result of human error, natural disasters other
operational disruption, could result in interruptions in the Company's service.
Any damage to or failure of the systems of the Company could result in
reductions in, or terminations of, the Company's service, which could have a
material adverse effect on the Company's business, results of operations and
financial condition. In the case of frequent or frequent or persistent system
failures, the Company's reputation and name brand could be materially adversely
affected. Although the Company has implemented certain network security
measures,
the Company and its IPS are also vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to
interruptions, delays, loss of data or the inability to complete customer
auctions. In addition, although the Company works to prevent unauthorized
access to Company data, it is impossible to eliminate this risk completely.
The occurrence of any and all of these events could have a material adverse
effect on the Company's business, results of operations and financial
condition.
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(xiv) Lack of Significant Liability Coverage
- --------------------------------------------
There is no guarantee that the level of liability coverage secured by the
Company will be adequate to protect the Company from risks associated with
claims that exceed the level of liability coverage maintained by the Company.
As a result of the Company's limited operations to date, no threatened or
actual claims have been made upon the Company for product, service or other
liability.
(xv) Government Regulation
- --------------------------
Government legislation has been proposed that imposes liability for or
prohibits the transmission over the Internet of certain types of information.
The imposition upon the Company and other online providers of potential
liability for information carried on or disseminated through their services
could require the Company to implement measures to reduce its exposure to such
liability, which may require the Company to expend substantial resources
and/or to discontinue certain service offerings. In addition, the increased
attention focused upon liability issues as a result of these lawsuits and
legislative proposals could impact the growth of Internet use.
The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's business
nor have any claims been filed by any state implying that the Company is
subject to such legislation. There can be no assurance, however, that State
government will not attempt to impose these regulations upon the Company in the
future or that such imposition will not have a material adverse effect on the
Company's business, results of operations and financial condition. Several
States have also proposed legislation that would limit the uses of personal
user information gathered online or require online services to establish
privacy policies. The Federal Trade Commission has also recently settled a
proceeding with one online service regarding the manner in which personal
information is collected from users and provided to third parties. Changes
to existing laws or the passage of new legislation, could create uncertainty
in the marketplace that could reduce demand for the services of the Company
or increase the cost of doing business as a result of litigation costs or
increased service delivery costs, or could in some other manner have a
material adverse effect on the Company's business, results of operations and
financial condition. In addition, because the Company's services are
accessible worldwide, and the Company may facilitate sales of goods to users
worldwide, other jurisdictions may claim that the Company is required to
qualify to do business as foreign corporation in particular state or foreign
country.
Due to the increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, freedom of expression, pricing, content and quality of products
and services, taxation, advertising, intellectual property rights and
information security. Although sections of the Communications Decency Act of
1996 (the "CDA") that, among other things, proposed to impose criminal
penalties on anyone distributing "indecent" material to minors over the
Internet, were held to be unconstitutional by the U.S. Supreme Court, there can
be no assurance that similar laws will not be proposed and adopted. Certain
members of Congress have recently discussed proposing legislation that would
regulate the distribution of "indecent" material over the Internet in a manner
that they believe would withstand challenge on constitution law.
Any new legislation or regulation, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to the Company's business,
for third-party activities and jurisdiction. The adoption of new laws or the
application of existing laws may decrease the growth in the use of the
Internet, which could in turn decrease the demand for the Company's services,
increase the Company's cost of doing business or otherwise have a material
adverse effect on the Company's business, results of operations and financial
condition.
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There can be no assurance, however, that State government will not attempt to
impose these regulations upon the Company in the future or that such imposition
will not have a material adverse effect on the Company's business, results of
operations and financial condition.
(xvi) Pursue Strategic Acquisitions and Alliances
- -------------------------------------------------
The Company believes that there are numerous opportunities to acquire
other businesses with established bases, compatible operations, experience
with additional synergistic aspects, and experienced management. The Company
believes that these acquisitions, if successful, will result in mutually
beneficial opportunities, and may increase the Company's revenue and income
growth. The Company intends to seek opportunities to acquire businesses,
services and/or technologies that it believes will complement its business
operations. The Company plans to seek opportunistic acquisitions that may
provide complementary services, expertise or access to certain markets. No
specific acquisition candidates have been identified, and no assurance can be
given that any transactions will be effected, or if effected, will be
successful.
In addition, the Company may execute strategic alliances with partners who
have established operations. As part of these joint venture agreements, the
Company may make investments in or purchase a part ownership in these joint
ventures. The Company believes that these joint venture relationships, if
successful, will result in synergistic opportunities, allowing the Company
to gain additional insight, expertise and penetration in markets where joint
venture partners already operate, and may increase the Company's revenue and
income growth. No specific joint venture agreements have been signed, and no
assurance can be given that any agreements will be effected, or if effected,
will be successful.
(xvii) Employees
- ----------------
The Company currently has two (2) employees: one President, and one Secretary.
If the company can develop its interactive website, at that time the
Company will either consider adding more employees, or subcontracting for
additional employees.
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ITEM 2. DESCRIPTION OF PROPERTY.
The Company's corporate headquarters are located at: 5085 Lift Drive, Suite
201, Colorado Springs, CO 80919, Telephone: (800) 410-2225. The office space
is provided by one of the Directors of the Company at no cost to the Company.
ITEM 3. LEGAL PROCEEDINGS.
As of the date hereof, Oleramma, Inc. is not a party to any material
legal proceedings, and none are known to be contemplated against Oleramma,
Inc.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1999.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(i) Market Information
- ----------------------
Until November 2, 1999, there was no public trading market for the Company's
stock. On that day the Company's common stock was cleared for trading on the
OTC Bulletin Board system under the symbol OLRM. A very limited market exists
for the trading of the Company's common stock.
The table below sets forth the high and low bid prices of our common stock for
each quarter shown, as provided by the Nasdaq Trading and Market Services
Research Unit. Quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
<TABLE>
<CAPTION>
FISCAL 1999 HIGH LOW
- -------------------------------- ---- ----
<S> <C> <C>
Quarter Ended March 31, 1999 N/A N/A
Quarter Ended June 30, 1999 N/A N/A
Quarter Ended September 30, 1999 N/A N/A
Quarter ended December 31, 1999 $0.25 $0.04
</TABLE>
(ii) Holders
- ------------
The approximate number of holders of record of common stock as of December 31,
1999 was fifty-seven (57).
(iii) Dividends
- ---------------
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.
(iv) Recent Sales of Unregistered Securities
- --------------------------------------------
An original stock offering was made pursuant to Nevada Revised Statues
Chapter 90.490 (hereinafter referred to as the "Offering"). This Offering
was made in reliance upon an exemption from the registration provisions of
Section 5 of the Securities Act of 1993 (the "Act"), as amended, pursuant
to Regulation D, Rule 504 of the Act. On September 22, 1998, the Company's
founding shareholder purchased 3,000,000 shares of the company's authorized
but unissued treasury stock for cash and assets. Additionally, the Company
sold Thirty-eight Thousand Three Hundred Sixty Dollars ($38,360) or Seven
Hundred Sixty-seven Thousand Two Hundred (767,200) shares of the Common
Stock of the Company during the Offering to approximately fifty-six (56)
shareholders in the State of Nevada. The offering was closed February
28, 1999. As of September 30, 1999, the Company has three million seven
hundred sixty seven thousand two hundred shares (3,767,200) shares of its
$0.001 par value common voting stock issued and outstanding which are held
by approximately fifty-seven (57) shareholders of record, which includes
the founder shares.
12
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(i) General
- -----------
We will continue to devote the major portion of our resources to the the
development of an interactive website.
The new management and ownership of the Company plans to develop an
interactive website to market consumer products over the Internet,
utilizing an auction format, where the customers can interact to bid
on items.
Additionally, the Company plans to seek advertisers, to advertise their
product(s) on the Company's Web site. For any advertisers on the Company's
Web site, the Company will provide a link to the advertisers' Web site and
charge a customary/nominal fee, for each customer who links to their
advertisers Web site.
The Company has a limited operating history upon which an evaluation of the
Company, its current business and its prospects can be based, each of which
must be considered in light of the risks, expenses and problems frequently
encountered by all companies in the early stages of development, and
particularly by such companies entering new and rapidly developing markets
like the Internet. The Company's prospects must be considered in light of
the risks, uncertainties, expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies in new
and rapidly evolving markets such as online commerce. Such risks include,
without limitation, the lack of broad acceptance of the company's products on
the Internet, the possibility that the Internet will fail to achieve broad
acceptance, the inability of the Company to generate significant e-Commerce
based revenues from Internet customers, the company's inability to
anticipate and adapt to a developing market, the failure of the company's
network infrastructure (including its server, hardware and software) to
efficiently handle its Internet traffic, changes in laws that adversely
affect the company's business, the ability of the Company to manage its
operations, including the amount and timing of capital expenditures and other
costs relating to the expansion of the company's operations, the introduction
and development of different or more extensive communities by direct and
indirect competitors of the Company, including those with greater financial,
technical and marketing resources, the inability of the Company to maintain
and increase levels of traffic on its Web site, the inability of the Company
to attract, retain and motivate qualified personnel and general economic
conditions.
The Company has not achieved revenues or profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The extent of these losses will depend, in part, on the amount of
growth in the Company's revenues from sales of its products, and possibility
advertising revenues on its Web site. As of December 31, 1999, the Company had
an accumulated deficit of thirty-five thousand six hundred fifty-six ($35,656)
dollars. The Company expects that its operating expenses will increase
significantly during the next several months, especially in the areas of sales
and marketing, and brand promotion. Thus, the Company will need to generate
increased revenues to achieve profitability. To the extent that increases in
its operating expenses precede or are not subsequently followed by commensurate
increases in revenues, or that the Company is unable to adjust operating
expense levels accordingly, the Company's business, results of operations and
financial condition would be materially and adversely affected. There can be
no assurances that the Company can achieve or sustain profitability or that
the Company's operating losses will not increase in the future.
13
<PAGE>
The Company's future success is substantially dependent upon continued growth
in the use of the Internet. To generate product sales, advertising sales,
e-Commerce service fees for Oleramma, Inc., the Internet's recent and rapid
growth must continue, and e-Commerce on the Internet must become widespread.
None of these can be assured. The Internet may prove not to be a viable
commercial marketplace. Additionally, due to the ability of consumers to
easily compare prices of similar products or services on competing Web sites,
gross margins for e-Commerce transactions may narrow in the future and,
accordingly, the Company's revenues from e-Commerce arrangements may be
materially negatively impacted. If use of the Internet does not continue to
grow, the Company's business, results of operations and financial condition
would be materially and adversely affected. Additionally, to the extent that
the Internet continues to experience significant growth in the number of
users and the level of use, there can be no assurance that its technical
infrastructure will continue to be able to support the demands placed upon
it. The necessary technical infrastructure for significant increases in
e-Commerce, such as a reliable network backbone, may not be timely and
adequately developed. In addition, performance improvements, such as
high-speed modems, may not be introduced in a timely fashion. Furthermore,
security and authentication concerns with respect to transmission over the
Internet of confidential information, such as credit cared numbers, may
remain. Issues like these could lead to resistance against the acceptance of
the Internet as a viable commercial marketplace. Also, the Internet could
lose its viability due to delays in the development or adoption of new
standards and protocols required to handle increased levels of activity, or
due to increased governmental regulation. Changes in or insufficient
availability of telecommunications services could result in slower response
times and adversely affect usage of the Internet. Demand and market
acceptance for recently introduced services and products over the Internet
are subject to a high level of uncertainty, and there exist few proven
services and products.
(ii) Results of Operations
- --------------------------
As a developmental stage Company, the Company has yet to generate any
revenues. In addition, the Company does not expect to generate any revenues
over the next approximately to twelve (12) months. During calendar year,
1999, the Company experienced net losses $28,815. The bulk of these expenses
were for general and administrative costs, accounting purposes, and filing
fees. This loss compares to a loss of $6,841 for 1998 (September 30, 1998,
inception through December 31, 1998). The Company does not have any material
commitments for capital expenditures.
(iii) Liquidity and Capital Resources
- -------------------------------------
The Company's primary sources of liquidity since its inception have been the
sale of shares of common stock from shareholders, which were used during the
period from inception through September 30, 1999. An original stock offering
was made pursuant to Nevada Revised Statues Chapter 90.490 (hereinafter
referred to as the "Offering"). This Offering was made in reliance upon an
exemption from the registration provisions of Section 5 of the Securities Act
of 1993 (the "Act"), as amended, pursuant to Regulation D, Rule 504 of the
Act. On September 22, 1998, the Company's founding shareholder purchased
3,000,000 shares of the company's authorized but unissued treasury stock for
cash and assets. Additionally, the Company sold Thirty-eight Thousand Three
Hundred Sixty Dollars ($38,360) or Seven Hundred Sixty-seven Thousand Two
Hundred (767,200) shares of the Common Stock of the Company during the
Offering to approximately fifty-six (56) shareholders in the State of Nevada.
The offering was closed February 28, 1999. As of September 30, 1999, the
Company has three million seven hundred sixty seven thousand two hundred
shares (3,767,200) shares of its $0.001 par value common voting stock issued
and outstanding which are held by approximately fifty-seven (57) shareholders
of record, which includes the founder shares.
14
<PAGE>
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations. These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. There is no assurance that the
proceeds of the Company will be able to raise sufficient funding to enhance
the Company's financial resources sufficiently to generate volume for the
Company.
(iv) Year 2000 Issue
- --------------------
We are not currently utilizing any electronic processing systems and
Therefore we are not directly at risk for having systems that will not
recognize the Year 2000 ("Y2K") or treat any date after December 31,
1999 as a date during the twentieth century. However, no assurances can
be given that we will be able to avoid all Y2K problems, especially those
that might originate with third parties with whom we transact business,
such as financial institutions, and we have not undertaken any investigation
to determine the Y2K readiness of such parties. If we or any third party
with whom we do business were to have a Y2K problem, our business could be
disrupted and our financial condition and results of operations could be
materially adversely affected.
15
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
OLERAMMA, INC.
(A DEVELOPMENT STATE COMPANY)
FINANCIAL STATEMENTS
--------------------
December 31, 1998
December 31, 1998
16
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
INDEPENDENT AUDITORS REPORT F-1
BALANCE SHEET F-2
STATEMENT OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS' EQUITY F-4
STATEMENT OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6-7
17
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 Tulita Drive OFFICE (702) 361-8414
Las Vegas, NV 89123 FAX NO (702) 896-0278
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors February 15, 2000
Oleramma, Inc.
Apache Junction, Arizona
I have audited the accompanying Balance Sheets of Oleramma, Inc.,
Inc. (A Development Stage Company), as of December 31, 1999, and December
31, 1998, and the related Statements of Operations, Stockholders' Equity and
Cash Flows for the year ended December 31, 1999, and the period September
21, 1998, (inception) to December 31, 1998. These financial statements
are the responsibility of the Company's management. My responsibility
is to express an opinion of 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 statements. An audit
also includes assessing the account 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 Oleramma, Inc.,
Inc. (A Development Stage Company), as of December 31, 1999, and December 31,
1998, and the results of its operations and cash flows for the year ended
December 31, 1999, and the period September 21, 1998, (inception) to December
31, 1998, 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 ad no operations and has no established source
of revenue. This raises substantial doubt about its ability to continue as
a going concern. Management's plan in regard these matters are also described
in Note #3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Barry L. Friedman
- ------------------------------
Barry L. Friedman
Certified Public Accountant
F-1
<PAGE>
OLERAMMA, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
BALANCE SHEET
BALANCE SHEET
-------------
ASSETS
------
December December
31, 1999 31, 1998
<S> <C> <C>
CURRENT ASSETS:
Cash $ 11,080 $ 1,193
TOTAL CURRENT ASSETS: $ 11,080 $ 1,193
OTHER ASSETS:
Organization Costs (Net) $ 0 $ 342
TOTAL OTHER ASSETS: $ 0 $ 342
TOTAL ASSETS $ 11,080 $ 1,535
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Officers Advances (Note #6) $ 360 $ 360
TOTAL CURRENT LIABILITIES: $ 360 $ 360
STOCKHOLDERS' EQUITY: (Note #4)
Preferred stock, $0.001 par value,
Authorized 5,000,000 shares;
Issued and outstanding at
December 31, 1999 - None $ 0 $ 0
Common stock, $0.001 par value,
Authorized 20,000,000 shares;
Issued and outstanding at
December 31, 1998-3,000,000 shares $ 3,000
December 29, 1999-3,767,200 shares
February 28, 1999 -
3,767,200 shares $ 3,767
Additional Paid-In Capital 42,609 5,016
Deficit accumulated during
The development stage -35,656 -6,841
-------- ----------
TOTAL STOCKHOLDERS' EQUITY $ 10,720 $ 1,175
-------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $ 11,080 $ 1,535
</TABLE>
The accompanying notes are an integral part of these financial statements
F-2
<PAGE>
OLERAMMA, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS
------------------------
Year Sept 21, Sept 21, 1998
Ended 1998, to (Inception)
Dec. 31 Dec. 31, to Dec. 31,
1999 1998 1999
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0
EXPENSES
General and
Administrative $ 28,473 $ 6,823 $ 35,296
Amortization 342 18 360
Total Expenses $ 28,815 $ 6,841 $ 35,656
Net Profit/Loss (-) $-28,815 $ -6,841 $-35,656
======== ========= ========
Net Loss per share $ -.0790 $ -.0023 $ -.1017
======== ========= ========
Weighted average
Number of common
shares outstanding 3,645,289 3,000,000 3,505,430
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3
<PAGE>
OLERAMMA, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
Deficit
accumulated
Common Stock Additional during
------------ paid-in development
Shares Amount capital stage
------ ------ ---------- ------------
<S> <C> <C> <C> <C>
September 22,
1998 issued for
cash 3,000,000 $ 3,000 $ 5,016 $ 0
Net loss,
September 21,
1998 (inception)
to Dec. 31, 1998 -6,841
-------------------------------------------------
Balance,
Dec. 31, 1998 3,000,000 $ 3,000 $ 5,016 -6,841
Feb 28, 1999
issued from
sale of
public offering 767,200 767 37,591
Net loss year ended
December 31, 1999 -28,815
-------------------------------------------------
Balance,
December 31, 1999 3,767,200 $ 3,767 $ 42,609 $ -35,656
=================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
OLERAMMA, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS
-----------------------
Year Sept 21, Sept 21, 1998
Ended 1998, to (Inception)
Dec. 31, Dec. 31, to Dec. 31,
1999 1998 1999
<S> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $-28,815 $ -6,841 $ -35,656
Amortization +342 +18 + 360
Changes in assets and
Liabilities
Organization Costs 0 -360 - 360
Increase in current
liabilities
Officers Advances 0 +360 + 360
Cash Flows from
Investing Activities
Cash Flows from
Financing Activities:
Issuance of common
stock for cash +38,360 +8,016 +46,376
---------------------------------------
Net increase/decrease in cash $+ 9,887 $ +1,193 $ +11,080
Cash,
Beginning of period 1,193 0 0
---------------------------------------
Cash,
End of Period $ 11,080 $ 1,193 $ 11,080
</TABLE>
The accompanying notes are an integral part of these financial statements
F-5
<PAGE>
OLERAMMA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
December 31, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 21, 1998, under the laws of the State of
Nevada as Oleramma, Inc. The Company currently has no operations and in
accordance with SFAS #7, is considered a development company.
On September 22, 1998, the company issued 3,000,000 shares of its $0.001 par
value common stock for cash of $8,016.00
On February 28, 1999, the Company completed a public officer that was
registered with the State of Nevada pursuant to N.R.S. 90.490 and was exempt
from federal registration pursuant to Regulation D, Rule 504 of the Securities
Act of 1933 as amended. The Company sold 767,200 shares of Common Stock at a
price of $0.05 per share for a total amount raised of $38,360.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company used the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. In April, 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-5"), Reporting on
the Costs of Start-Up Activities which provides guidance on the financial
reporting of start-up costs and organizations costs. It requires costs of
start-up activities and organization costs to be expenses as incurred.
SOP 98-5 is effective for fiscal years beginning after December 15, 1998,
with adoption reported as the cumulative effect of a change in accounting
principle.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using 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 no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern.
F-6
<PAGE>
OLERAMMA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
December 31, 1999, and December 31, 1998
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a directors. 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 or preferred stock.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds are
interest free.
F-7
<PAGE>
- -----------------------------------------------------------------------------
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable. The Company has not changed its accountant since its
inception.
18
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth the current officers and directors of Oleramma,
Inc.
<TABLE>
<CAPTION>
Name Age Position(s)
- ------------------------ --- -----------------------------
<S> <C> <C>
Richard Lindberg 48 President
Mysha M. Lankhorst 40 Secretary
Larry Hunter 53 Director
Bry Behrmann 53 Director
</TABLE>
Richard Lindberg
- ----------------
Richard Linberg, President - From January, 1999 to present, President
BuckTV.com, Colorado Springs, CO. In this capacity Mr. Lindberg has developed
the administrative infrastructure of a startup internet company to provide
live auctions on the world wide web. From 1994 through 1999, he was the owner
of 3-D panting, Colorado Springs, CO, a painting contractor Business. From
1991 to 1994, Mr. Lindberg was National Marketing Director and Project Director
for Adman Systems, Inc., Carpinteria, CA, he was responsible for the national
marketing for a health care document imaging systems company. From 1990 to
1991, Mr. Lindberg was Senior Imaging Consultant for Images Systems Services,
McLean, VA, where he provided management consulting expertise for document
imaging systems. From 1988 to 1990, he was Chief Information Officer, for the
Phoenix House Foundation, NY, NY, responsible for the installation and
customization of CSCI's General Ledger and Accounts Payable. From 1984 to
1988, he was President, Owner and Consultant for Sunlight Consulting, Miami,
Florida, he provided executive management and computer expertise to
professional businesses and state agencies. From 1982 to 1984, he was MIS
Director for Tax Shelter Annuity Corporation, Edison, NJ, responsible for the
administration of a S/38 data processing department including strategic
planning, implementation and control of all conversions from the S/34.
Mr. Lindberg, a graduate of Union College, NJ, with an AAS in Computer Science
and he has a Bachelor of Arts Degree in Management from Rutgers University.
Mysha M. Lankhorst
- ------------------
Mysha M. Lankhorst, Secretary - From 1998 to Present, she has been working
as the Executive Assistant for BuckTV.com, in Colorado Springs, CO. From
1995-1998 she founded and managed "Feeling Great! Healthcare," which combines
traditional and alternative modes of preventive and palliative care.
From 1995-1997, she worked in the certified nutritionist program at the
American Health Sciences University. From 1982-1995, she worked as a charge
Nurse responsible for management, documentation, communication and personnel.
She is a gratudate from the University of Virginia, with a Bachelor of Science
in Nursing.
19
<PAGE>
Larry Hunter
- ------------
Larry Hunter, Director - Mr Hunter served in the U.S. Navy as a Radar
Electronic Technician. In his early 20's, he produced, authored and
performed three Regional hit music records. He has extensive experience
building network marketing sales forces for a number of companies, which
includes, but not limited to: Amway, Life Trends, Melalueca, Radiant Life
and Life Plus. Presently, he is a national radio host on the Cable Radio
Network and a Television host.
Bry Behrmann
- ------------
Bry Behrmann, BS, JD, Director - Mr. Behrmann served in the U.S. Air Force,
flying F-4 Phantom jets. He then returned to Brigham Young University, where
he earned a Juris Doctorate. In his legal career, Mr. Behrmann served as
Public Defender, County Prosecuting Attorney, and ultimately as a Judge for
the Third Judicial District for the State of Idaho. Mr.Behrmann also
conducted a private practice business law specializing in corporate and trust
law for closely held corporations.
Directors are elected in accordance with our bylaws to serve until the next
annual stockholders meeting. Oleramma, Inc. does not currently pay
compensation to directors for services in that capacity.
Officers are elected by the board of directors and hold office until their
successors are chosen and qualified, until their death or until they resign or
have been removed from office. All corporate officers serve at the discretion
of the board of directors. There are no family relationships between any
director or executive officer and any other director or executive officer of
Oleramma, Inc.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other
Oleramma,
Inc. equity securities. Reporting persons are required by Commission
regulations
to furnish us with copies of all Section 16(a) forms they file.
ITEM 10. EXECUTIVE COMPENSATION.
As a result of our the Company's current limited available cash, no officer or
director received compensation during the fiscal year ended December 31, 1999.
Oleramma, Inc. intends to pay salaries when cash flow permits. No officer
or director received stock options or other non-cash compensation during the
fiscal year ended December 31, 1999. The Company does have employment
agreements in place with each of its officer.
<TABLE>
<CAPTION>
Name Position Monthly Salary
- ---------------------------- --------- ----------------
<S> <C> <C>
Richard Lindberg President $ 0
Mysha M. Lankhorst Secretary $ 0
</TABLE>
20
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of February 29, 2000, by each
person known by Oleramma, Inc. to own beneficially more than 5% of the
outstanding common stock, by each of our directors and officer and by all of
our directors and officers as a group. Unless otherwise indicated below, to
our knowledge all persons listed below have sole voting and investment
power with respect to their shares of common stock except to the extent
that authority is shared by spouses under applicable law.
<TABLE>
<CAPTION>
Name and Address Number of shares
of Beneficial Owner Beneficially Owned Percent of Class
- ----------------------- ------------------- ----------------
<S> <C> <C>
Moringstar Trust (1) 1,425,000 38.0%
WFO Trust(2) 1,425,000 38.0%
Richard Lindberg (3) 0 0.0%
President
Mysha M. Lankhorst (4) 0 0.0%
Secretary
------------------------------------------------
2,850,000 76.0%
</TABLE>
All Officers and Directors (4 persons)
- ------------------------
(1) Moringstar Trust, Larry Hunter, Trustee, 3200 S. Brazos, Las Vegas, NV
89109
(2) WFO Trust, Bry Behrmann, Trustee, 3200 S. Brazos, Las Vegas, NV 89109
(3) Richard Lindberg, 5085 Lift Drive, Suite 201, Colorado Springs, CO 80919
(4) Mysha M. Lankhorst, 5085 Lift Drive, Suite 201, Colorado Springs, CO 80919
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Because of the Company's development stage nature and its relatively recent
inception, August 6, 1998, the Company has no relationships or transactions to
disclose.
21
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
The following documents are included or incorporated by reference as exhibits
to this report:
EXHIBIT
NO. DOCUMENT DESCRIPTION
- ------- ----------------------------------------------------------------------
(3) ARTICLES OF INCORPORATION AND BY-LAWS
3.1 Articles of Incorporation of the Company Filed August 6, 1998(1)
3.2 By-Laws of the Company adopted September 23, 1998(1)
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
4.1 Facsimile of specimen common stock certificate
(23) CONSENT OF EXPERTS AND COUNSEL
23.1 Letter of Consent from Barry L. Friedman, CPA
(27) FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule
(29) ADDITIONAL EXHIBITS -- State Registration Statements
29.1 Agent of the Issuer Registration(1)
29.2 Notice of Effectiveness(1)
- ----------
(1) Previously filed as an exhibit to our registration statement on Form 10-SB
(the "Registration Statement"), which was filed on April 29, 1999, and
incorporated herein by reference.
(b) REPORTS ON FORM 8-K
Oleramma, Inc. did not file any reports on Form 8-K during the fiscal
year ended December 31, 1999. The Company did file a Current Report
dated January 20, 2000 on Form 8-K containing information pursuant to Item 1
("Changes in Control") entitled "Change of Principal ownership in the Company
through the purchase of Founder's Common Stock," Item 5 ("Other Events") ,
entitled "Further capitalization through an upcoming Regulation D, Rule 505
Offering" and pursuant to Item 6 ("Resignation of Registrant's Directors")
entitled "Change of Company's Directors." The new ownership and management
changes have been reflected in this 10KSB.
22
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: March 6, 2000 OLERAMMA, INC.
By: /s/ Richard Lindberg
-----------------------
Richard Lindberg
President, Chief Executive Officer
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: March 6, 2000 OLERAMMA, INC.
By: /s/ Mysha M. Lankhorst
-----------------------
Mysha M. Lankhorst
Secretary
23
<PAGE>
COMMON STOCK CERTIFICATE
EXHIBIT 4.1
[Front of Certificate]
NUMBER SHARES
- --------- ----------
CUSIP 680618 10 5
SEE REVERSE SIDE FOR CERTAIN
DEFINITIONS
This Certifies that
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF
OLERAMMA, INC.
transferable on the books of the corporation in person or by duly authorized
Attorney upon the surrender of this Certificate properly endorsed. This
Certificate are the shares represented hereby are subject to the laws of the
State of Nevada, and to the Certificate of Incorporation and Bylaws of the
Corporation, as now or hereafter amended. This Certificate is not valid unless
countersigned by the Transfer Agent. WITNESS the facsimile seal of the
Corporation and the signature of it duly authorized officers.
Dated:
Richard Lindberg Mysha M. Lankhorst
President Secretary
OLERAMMA, INC.
CORPORATE
SEAL
NEVADA
<PAGE>
[Reverse of Certificate]
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - _________Custodian__________
(Cust.) (Minor)
under Uniform Gifts to Minors Act_______________
(State)
Additional abbreviations may also be used though not in the above list.
For Value received, ___________________________________ hereby sell, assign
and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------------------/-------------------------------------------
- -------------------------------------------------------------------------------
(NAME AND ADDRESS OF ASSIGNEE SHOULD BE PRINTED OR TYPEWRITTEN)
- -------------------------------------------------------------------------------
________________________________________________________________________Shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
____________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation, with
full power of substitution in the premises.
Dated___________________
-----------------------------------------------------------
-----------------------------------------------------------
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR
INSTITUTION (Bank, Stockbrokers, Savings and Loan
Association
And Credit Unions.)
SIGNATURE GUARANTEED:
TRANSFER FEE WILL APPLY
<PAGE>
TYPE: EX-23
OLERAMMA, INC.
EXHIBIT #23 Consent of Experts and Counsel
Barry L. Friedman, P.C., CPA
Certified Public Accountant
1582 Tulita Drive OFFICE (702) 361-8414
Las Vegas, NV 89123 FAX NO. (702) 896-0278
To Whom It May Concern: February 15, 2000
The firm of Barry L. Friedman, P.C., Certified Public Accountant consents
to the inclusion of their report of February 15, 2000 on the Financial
Statements of Oleramma, Inc., as of December 31, 1999, in any filings that
are necessary now or in the near future with the U.S. Securities and
Exchange Commission.
Very Truly yours,
/s/ Barry L. Friedman
- ------------------------------------
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET, THE STATEMENT OF OPERATIONS, AND THE STATEMENT OF CASH FLOWS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 11,080
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,080
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,080
<CURRENT-LIABILITIES> 360
<BONDS> 0
0
0
<COMMON> 3,767
<OTHER-SE> (7,313)
<TOTAL-LIABILITY-AND-EQUITY> 11,080
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 28,815
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (28,815)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,815)
<EPS-BASIC> (0.079)
<EPS-DILUTED> (0.079)
</TABLE>
