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<SEC-DOCUMENT>/in/edgar/work/20000817/0001079372-00-500008/0001079372-00-500008.txt : 20000922
<SEC-HEADER>0001079372-00-500008.hdr.sgml : 20000922
ACCESSION NUMBER:		0001079372-00-500008
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20000817
EFFECTIVENESS DATE:		20000817

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BUCKTV COM INC
		CENTRAL INDEX KEY:			0001083743
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2836
]		IRS NUMBER:				860931332
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-44004
			FILM NUMBER:		704974
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		5085 LIFT DRIVE, SUITE 201
				STREET 2:		STE 10801
				CITY:			COLORADO SPRINGS
				STATE:			CO
				ZIP:			80919
				BUSINESS PHONE:		8004102225
</BUSINESS-ADDRESS>

				FORMER COMPANY:	
					FORMER CONFORMED NAME:	OLERAMMA INC
					DATE OF NAME CHANGE:	19990428
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>



                    U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               BuckTV.com, Inc.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED 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
    -------------------------------------------------   ----------
          (Address of principal executive offices)      (Zip Code)


   Registrant's telephone number, including area code: (800) 410-2225
                                                       --------------


                             CONSULTING AGREEMENTS
                           DATED AS OF AUGUST 16, 2000
                          BETWEEN THE REGISTRANT AND
                       SHANE WEISKIRCHER AND ADAM BARNETT
                                      AND
                             CONSULTING AGREEMENTS
                           DATED AS OF JULY 26, 2000
                          BETWEEN THE REGISTRANT AND
                            RODNEY R. SCHOEMANN, SR.

                            (Full title of the plans)

                                 Richard Lindberg
                            5085 Lift Drive, Suite 201
                          Colorado Springs, CO   80919
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (800) 410-2225
          -------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                           COPIES OF COMMUNICATIONS TO:
                               Thomas C. Cook, Esq.
                       Thomas C. Cook and Associates, Ltd.
                        3110 South Valley View, Suite 106
                            Las Vegas, Nevada  89102
                                  (702) 876-5941

================================================================================

                                      1
<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                        Proposed    Proposed
                                        maximum     maximum
                                        offering    aggregate   Amount of
Title of securities   Amount to be      price       offering    registration
to be registered      registered        per unit    price          fee
- ------------------------------------------------------------------------------
Common Stock, par     660,000 Shares    $0.28       $184,800    $ 48.79
value, $.001 per
share
- ------------------------------------------------------------------------------

*Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933
based upon the average of the bid and asked price of Common Stock of
BuckTV.com, Inc. as reported on the NASD over-the-counter bulletin board
on August 10, 2000.


                                       2

<PAGE>

                                    PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange Commission
(the "Commission") by BuckTV.com, Inc., a Nevada corporation (the "Company"
or "BKTV"), are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1999, filed pursuant to the Securities Exchange Act
              of 1934, as amended (the "Exchange Act");

          (b) The Company's Quarterly Reports on Form 10-Q for the quarters
              ended June 30, 1999, September 30, 1999, March 31, 2000 and
              June 30, 2000 filed pursuant to the Exchange Act;

          (c) The Company's Registration Statement of the Company on Form
              10-SB filed on April 29, 1999 registering the Company's
              Common Stock, par value $.001 per Share (the "Common Stock"),
              under Section 12 of the Securities Exchange Act of 1934 which
              contains a description of the Common Stock, filed pursuant to
              the Securities Act; and

          (d) All other reports of the Company filed pursuant to Section 13(a)
              or 15(d) of the Securities Exchange Act of 1934 since the end
              of the fiscal year ended December 31, 1999.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.


                                       3

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH NDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

In addition, Section 78.751 of the Nevada General Corporation Laws provides as
follows: 78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.

1.  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suitor proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

2.  A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.

3.  To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

                                       4
<PAGE>

4.  Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting o directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written
opinion; or

5.  The Articles of Incorporation, the Bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the directors
or officers may be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person.  Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                        5
<PAGE>

ITEM 8.  EXHIBITS.

            4.11 - Consulting Agreement dated August 16, 2000 between
                   BKTV and Shane Weiskircher
            4.12 - Consulting Agreement dated July 26, 2000 between
                   BKTV and Rodney R. Schoemann, Sr.
            4.13 - Consulting Agreement dated August 16, 2000 between
                   BKTV and Adam Barnett
            5.3 - Opinion of Thomas C. Cook and Associates, Ltd.
           23.3 - Consent of Thomas C. Cook and Associates, Ltd.
                   (included in Exhibit 5).
           23.4 - Consent of Barry Friedman, CPA
           24.3 - Power of Attorney (included in signature page).

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement.

(2)  That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b)  The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than payment by the Company of expenses paid
or incurred by a director, officer or controlling person of the Company in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                                        6
<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Colorado Springs, the State of
Colorado, on this 16th day of August, 2000.


                                   BuckTV.com, Inc.


                                   By:/s/ Richard Lindberg
                                   ----------------------------
                                   Richard Lindberg, President



                          POWER OF ATTORNEY

              KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard Lindberg and Mysha
M. Lankhorst, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for them and in
their name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them or their substitutes may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


/s/ Richard Lindberg                        August 16, 2000
- -----------------------------
Richard Lindberg
President

/s/ Mysha M. Lankhorst                      August 16, 2000
- -----------------------------
Mysha M. Lankhorst, Secretary

/s/ Larry Hunter                            August 16, 2000
- -----------------------------
Larry Hunter, Director

/s/ Bry Behrmann                            August 16, 2000
- -----------------------------
Bry Behrmann, Director

                                         7


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(XI)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>


EXHIBIT 4.11

                                CONSULTING AGREEMENT

This Agreement is made and entered into as of the 16th day of August, 2000,
by and between Bucktv.com, Inc. ("Issuer") and the undersigned Shane L.
Weiskicher ("Consultant").

                                 R E C I T A L S

A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and

B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:

1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree
that:

1.1 For a period of 180 days after the date of this agreement, Consultant
shall serve as a consultant to Issuer on the corporate internet/website
analysis, Promotion of Website Auction Partners needs. In addition the
Consultant will assist in locating potential Website business opportunities
and developing business strategies for Issuer within guidelines to be
established by Issuer from time to time (the "Consulting Services"); and

1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, One Hundred Fifty
thousand Shares (150,000) of Issuer's common stock which is set forth on the
Signature page of this Agreement (the "Shares").

2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register
the issuance of the Shares to Consultant by filing a Form  S-8 registration
statement (the "Registration  Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). Promptly after the Registration Statement becomes effective, Issuer
shall issue a stock certificate representing the Shares to Consultant and
shall deliver the stock certificate at the address specified by Consultant in
the delivery instructions on the signature page of this agreement.

3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:

3.1  Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized  and
subsisting under the laws of the jurisdiction in which it was organized.

3.2  Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies.

3.3  Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this agreement.  Issuer is authorized to issue
100,000,000 Shares of Common Stock, of which 13,142,200 Shares are issued and
outstanding.  All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, nonassessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized
and, when issued and  delivered to Consultant as payment for services
rendered as provided by this agreement, will be validly issued, fully paid
and nonassessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.


                                     -1-

<PAGE>

4. MISCELLANEOUS.

4.1 Assignment. This Agreement is not Transferable or Assignable.

4.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by facsimile transmission of an executed copy of
this agreement by the other party, and acceptance of such facsimile copies
shall create a valid and binding agreement between the parties.

4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.

4.4  Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.

4.5  Entire  Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.

4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.

4.7  Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

4.8  Governing  Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.

IN  WITNESS  WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.

"ISSUER"


BUCKTV.COM, INC.

/s/ Richard Lindberg
- --------------------
Richard Lindberg
President

"CONSULTANT"


Shane L. Weiskicher
/s/ Shane L. Weiskircher
- ------------------------
Signature

Shane L. Weiskircher
3480 Jullion Way
Boise ID 83704

85,000 Shares.  Number of Shares to be issued
to Shane Weiskircher pursuant to this agreement.


                                       -2-

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(XII)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>


EXHIBIT 4.12

                                CONSULTING AGREEMENT

This Agreement is made and entered into as of the 26th day of July, 2000, by
and between Bucktv.com, Inc. ("Issuer") and the undersigned Rodney R.
Schoemann, Sr. 3904 Wheat Drive, Metaire, LA 70002 ("Consultant").

                                 R E C I T A L S

A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and

B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:

1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree
that:

1.1 For a period of 360 days after the date of this agreement, Consultant
shall serve as a consultant to Issuer in evaluating potential business
opportunities and helping with the development of business strategies(the
"Consulting Services") and;

1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, that number of Shares of
Issuer's common stock which is set forth on the Signature page of this
Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Within 30 days the Issuer
agrees to register the issuance of the Shares to Consultant by filing a Form
S-8 registration statement (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). Promptly after the Registration Statement
becomes effective, Issuer shall issue a stock certificate representing the
Shares to Consultant and shall deliver the stock certificate at the address
specified by Consultant in the delivery instructions on the signature page of
this agreement. If the above filing and issuance does not take place within a
30 day period from the date of this agreement the Issuer will be accessed an
additional 50,000 shares of stock.

3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:

3.1  Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized  and
subsisting under the laws of the jurisdiction in which it was organized.

3.2  Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.

3.3  Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this agreement.  Issuer is authorized to issue
100,000,000 Shares of Common Stock, of which 13,142,200 Shares are issued and
outstanding.  All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, nonassessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized
and, when issued and  delivered to Consultant as payment for services
rendered as provided by this agreement, will be validly issued, fully paid
and nonassessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.

                                      -1-
<PAGE>


4. MISCELLANEOUS.

4.1 Execution and Delivery of Agreement.  Each of the parties shall be
entitled to rely on delivery by facsimile transmission of an executed copy of
this agreement by the other party, and acceptance of such facsimile copies
shall create a valid and binding agreement between the parties.

4.2 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.

4.3  Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.

4.4  Entire  Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.

4.5 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.

4.6  Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

4.7  Governing  Law. This  agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.

IN  WITNESS  WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.

"ISSUER"


Bucktv.com,, Inc.

/s/ Richard Lindberg
- --------------------
Richard Lindberg
President


"CONSULTANT"


Rodney R. Schoemann, Sr.

/s/ Rodney R. Schoemann, Sr.
- ----------------------------
Signature

Rodney R. Schoemann, Sr.
3904 Wheat Drive,
Metaire, LA 70002


425,000 Shares of Bucktv.com, Inc. common voting shares to be Issued
immediately upon execution of this S-8 agreement.


                                      -2-


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(XIII)
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>


EXHIBIT 4.13

                                CONSULTING AGREEMENT


This Agreement is made and entered into as of the 16th day of August, 2000,
by and between Bucktv.com, Inc. ("Issuer") and the undersigned Adam Barnett
("Consultant").

                                 R E C I T A L S

A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be
retained by Issuer, to provide consulting services to Issuer; and

B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services
by issuing Shares of Issuer's common stock, and Consultant desires to be
compensated by the receipt of such Shares.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:

1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree
that:

1.1 For a period of 180 days after the date of this agreement, Consultant
shall serve as a consultant to Issuer on the corporate internet/website
analysis needs, also on the most efficient way to increase earnings per
share. In addition Consultant will consult on the organizational effort needs
re: the transfer agent, securities attorney and accountants. In addition the
Consultant will assist in locating potential business opportunities and
developing business strategies for Issuer within guidelines  to be
established by Issuer from time to time (the "Consulting Services"); and

1.2 Issuer agrees to issue to Consultant and Consultant agrees to accept from
Issuer, as compensation for the Consulting Services, One Hundred Fifty
thousand Shares (150,000) of Issuer's common stock which is set forth on the
Signature page of this Agreement (the "Shares").

2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register
the issuance of the Shares to Consultant by filing a Form  S-8 registration
statement (the "Registration  Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). Promptly after the Registration Statement becomes effective, Issuer
shall issue a stock certificate representing the Shares to Consultant and
shall deliver the stock certificate at the address specified by Consultant in
the delivery instructions on the signature page of this agreement.

3. ISSUER'S REPRESENTATIONS AND WARRANTIES.  Issuer hereby represents and
warrants to Consultant that:

3.1  Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized  and
subsisting under the laws of the jurisdiction in which it was organized.

3.2  Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies.

3.3  Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this agreement.  Issuer is authorized to issue
100,000,000 Shares of Common Stock, of which 13,142,200 Shares are issued and
outstanding.  All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, nonassessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized
and, when issued and  delivered to Consultant as payment for services
rendered as provided by this agreement, will be validly issued, fully paid
and nonassessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.

                                     -1-
<PAGE>

4. MISCELLANEOUS.

4.1 Assignment. This Agreement is not Transferable or Assignable.

4.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by facsimile transmission of an executed copy of
this agreement by the other party, and acceptance of such facsimile copies
shall create a valid and binding agreement between the parties.

4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.

4.4  Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.

4.5  Entire  Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.

4.6  Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.

4.7  Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

4.8  Governing  Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to
its rules as to conflicts of law.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.

"ISSUER"

BUCKTV.COM, INC.

/s/ Richard Lindberg
- --------------------
Richard Lindberg
President

"CONSULTANT"


 Adam Barnett

/s/ Adam Barnett
- --------------------
Signature
Adam Barnett

11554 S.W. 127 TH COURT
Miami  FL  33186

150,000 Shares.  Number of Shares to be issued
to Adam Barnett pursuant to this agreement.

                                       -2-

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.(III)
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>OPINION ON LEGALITY
<TEXT>



EXHIBIT 5.3

Thomas C. Cook and Associates, Ltd.
Attorneys and Counselors at Law
3110 South Valley View, Suite 106
Las Vegas, Nevada  89102



Thomas C. Cook, Esq.                         Telephone  (702) 876-5941
Admitted to practice in                      Facsimile  (702) 876-8865
Nevada and California                        www.esquireonline.com


August 17, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                   BuckTV.com, Inc.
                   Registration Statement on Form S-8
Gentlemen:

We have been requested by BuckTV.com, Inc., a Nevada corporation (the
"Company"), to furnish you with our opinion as to the matters hereinafter set
forth in connection with the above-captioned registration statement (the
"Registration Statement") covering an aggregate of 660,000 Shares (the
"Shares") of the Company's common stock, par value $.001 per Share offered on
behalf of the Company in connection with (i) the Company's Consultant Agreements
between BuckTV.com, Inc. and Shane Weiskirder and Adam Barnett, dated August
16, 2000 and Rodney R. Schoemann, Sr. dated July 26, 2000

In connection with this opinion, we have examined the Registration Statement,
Annual Report, the Company's Articles of Incorporation and By-laws, and such
other documents as we have deemed necessary to enable us to render the opinion
hereinafter expressed.

Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued in accordance with the Plans, will be legally issued, fully paid
and non-assessable.

We render no opinion as to the laws of any jurisdiction other than the internal
laws of the State of Nevada.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the caption "Legal Opinions"
in the prospectus included in the Registration Statement.


Very truly yours,

/s/ Thomas C. Cook
- -----------------------------------
Thomas C. Cook and Associates, Ltd.

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(IV)
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>CONSENT OF EXPERTS
<TEXT>



EXHIBIT 23.4

August 17, 2000

CONSENT OF INDEPENDENT AUDITORS


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:

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) which grants an aggregate of 660,000 Shares
of Common stock of BuckTV,com, Inc., under a certain "Consulting Agreements"
with Shane Weiskircher, Rodney R. Schoemann, Sr. and Adam Barnett and to the
incorporation by reference therein of our report dated December 31, 1999, and
March 31, 2000, with respect to the consolidated financial statements of the
Company included in its Registration Statement and annual report on Form 10-SB
and Form 10-KSB and the quarterly report filed with the Securities and Exchange
Commission.


/s/ Barry Friedman
- -------------------------
Barry Friedman, CPA

August 17, 2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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