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<SEC-DOCUMENT>0001136804-01-000011.txt : 20010416
<SEC-HEADER>0001136804-01-000011.hdr.sgml : 20010416
ACCESSION NUMBER:		0001136804-01-000011
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20010412
EFFECTIVENESS DATE:		20010412

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BUCKTV COM INC
		CENTRAL INDEX KEY:			0001083743
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				860931332
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-58744
		FILM NUMBER:		1600870

	BUSINESS ADDRESS:	
		STREET 1:		743 GOLD HILL PLACE
		STREET 2:		PMB 294  PO BOX 220
		CITY:			WOODLAND
		STATE:			CO
		ZIP:			80866
		BUSINESS PHONE:		8004102225

	MAIL ADDRESS:	
		STREET 1:		743 GOLD HILL PLACE
		STREET 2:		PMB 294 PO BOX 220
		CITY:			WOODLAND
		STATE:			CO
		ZIP:			80866

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

                         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                                   31-12440524
      ----------------------------------                 ----------------
      (State or other Jurisdiction                       (I.R.S. Employer
       of Incorporation or Organization)                 Identification
                                                         No.)


       743 Gold Hill Place - PMB-294, P.O. Box 220 Woodland Park, CA  80866
          --------------------------------------------   ----------
            (Address of Principal Executive Offices)     (Zip Code)

                      --------------------------------------

              CONSULTING AGREEMENT CONTRACT WITH RODNEY R. SCHOEMANN, SR.,
                            PAUL GREEN, AND R. L. SIMPSON

                               (Full Title of Plan)

                      --------------------------------------

                              Larry E. "Buck" Hunter
                              Chief Executive Officer
                     743 Gold Hill Place - PMB-294, P.O. Box 220
                             Woodland Park, CA  80866
                    (Name and Address of agent for service)

                                 626-434-1032
         -------------------------------------------------------------
         (Telephone Number, including area code, of agent for service)

                      --------------------------------------
                                      Copy to
                                  Brian Dvorak, Esq
                                   136 Arbor Way
                              Henderson, Nevada 89014
                                  (702) 794-4992

                                      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(1)     PER UNIT    PRICE       FEE (2)
=============================================================================

Common Stock,        22,625,000 shares    $0.009       $203,625    $53.98
par value
$.001 per share

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


(1)   The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rules 457(c)and 457(h)promulgated pursuant to
the Securities Act of 1933. The  Offering Price is estimated as the average of
the bid and asked prices on April 10, 2001.


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

                                      PART I

               INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

      The Company is offering shares of its common stock to the individual
participants, Rodney R. Schoemann, Sr., Paul Green and R L Simpson, (sole
shareholder, officer and director of Registration Services of Nevada,
Inc.) (the "Consulting Agreements"). See Exhibits 4.1, and 4.2. This issuance
of shares is being made pursuant to a Legal and Consulting Plan (the "Plan")
adopted by the Board of Directors on March 10, 2001. The Board has equated this
number of shares to the value of the consulting services provided or to be
provided by these individuals. The shares issued hereunder will not be subject
to any resale restrictions. The  Plan is not qualified under ERISA. The
following individuals will receive the number of shares listed next to their
names:

       Rodney R. Schoemann, Sr.   21,875,000   for consulting services
       Paul Green                    350,000   for consulting services
       R L Simpson                   250,000   for consulting services


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Written statement required to be provided to participants pursuant
to this Item 2:

                                       2
 <PAGE>


         We will provide without charge to each participant in the Consulting
Services Contracts, upon written or oral request of such person, a copy
(without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference
pursuant  to this Registration Statement.  Requests may be forwarded to
Bucktv.com,  Inc., Larry E. "Buck" Hunter, 743 Gold Hill Place - PMB-294 P.O.
Box 220,  Woodland Park  CO  80866, (626) 434-1032


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The contents of the following documents filed by BUCKTV.COM, INC., a
Nevada corporation ("Bucktv.com, Inc." or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated into this registration statement ("Registration Statement") by
reference:

       (i)   Registrant's Registration Statement on Form 10-SB filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), dated September 16, 1999; and

       (ii)  Registrant's quarterly reports on Form 10-QSB for the quarters
ended June 30, 1999, September 30, 1999 March 31, 2000, June 30, 2000 and
September 30, 2000.

        (iii)  Registrant's annual reports on Form 10-KSB for the years
ended December 31, 1999.

       All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which registers all securities then remaining
unsold  shall be deemed to be incorporated by reference in this Registration
Statement  and to be a part hereof from the date of filing such documents. We
will  provide without charge to each participant in the written compensation
contracts, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

       Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Article XI of the Company's Articles of Incorporation for the Company
do contain provisions for indemnification of the officers and directors; 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.


                                        3

<PAGE>

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 there from, 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. 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 of 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

                                      4

<PAGE>

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

Exhibit No.                Description of Exhibits

 3.1         Certificate of Incorporation of the Company (filed as
             Exhibit 3.3 to the Company's Registration Statement on Form
             10-SB as filed with the Commission on April 29, 1999).
 3.2         Bylaws of the Company(filed as Exhibit 3.3 to the Company's
             Registration Statement on Form 10-SB2 as filed with the
             Commission on April 29, 1999)
 4.1         Consulting Agreement Contract dated April 10, 2001 between
             Bucktv.com, Inc. and Rodney R Schoemann, Sr.(filed herewith).
 4.2         Consulting Agreement Contract dated April 10, 2001 between
             Bucktv.com, Inc. and Paul Green (filed herewith).
 4.3         Consulting Agreement Contract dated April 10, 2001 between
             Bucktv.com, Inc. and R. L. Simpson (filed herewith).
 5.1         Opinion of Brian Dvorak, Esq. (filed herewith).
23.1         Consent of Barry Friedman, Certified Public Accountant(filed
             herewith).
23.2         Consent of Brian Dvorak. (Included in Exhibit 5.1).



ITEM 9. UNDERTAKINGS

        (a)  UNDERTAKING TO UPDATE

        The undersigned Registrant 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:

               (i) include any prospectus required by section 10(a)(3) of
the Securities Act;

              (ii) reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the Registration
Statement; and

             (iii) 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;

        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, 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.

                                     6

<PAGE>

        (b)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

             The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this 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)   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

              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.

                             SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Las Vegas, State of Nevada, on this 26rd day of
March, 2001.

                                            BUCKTV.COM, INC.

                                            By:
                                            ---------------------------
                                            Larry E. "Buck" Hunter
                                            CHIEF EXECUTIVE OFFICER


        In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities indicated and on this 11th day of April, 2001.


         SIGNATURE                                   TITLE
         ---------                                   -----
  /s/ Larry E. "Buck" Hunter                 Chief Executive Officer and
 ----------------------------------          Chairman of the Board (principal
      Larry E. "Buck" Hunter                 executive officer); Chief
                                             Financial Officer


  /s/ Bry Behrmann                           Corporate Secretary
 ------------------------
      Bry Behrmann

                                          7

<PAGE>

                              INDEX TO EXHIBITS

Exhibit No.                Description of Exhibits

 3.1         Certificate of Incorporation of the Company (filed as
             Exhibit 3.3 to the Company's Registration Statement on Form
             10-SB as filed with the Commission on April 29, 1999).
 3.2         Bylaws of the Company(filed as Exhibit 3.3 to the Company's
             Registration Statement on Form 10-SB2 as filed with the
             Commission on April 29, 1999)
 4.1         Consulting Agreement Contract dated April 10, 2001 between
             Bucktv.com, Inc. and Rodney R Schoemann, Sr.(filed herewith).
 4.2         Consulting Agreement Contract dated April 10, 2001 between
             Bucktv.com, Inc. and Paul Green (filed herewith).
 4.3         Consulting Agreement Contract dated April 10, 2001 between
             Bucktv.com, Inc. and R. L. Simpson (filed herewith).
 5.1         Opinion of Brian Dvorak, Esq. (filed herewith).
23.1         Consent of Barry Friedman, Certified Public Accountant(filed
             herewith).
23.2         Consent of Brian Dvorak. (Included in Exhibit 5.1).


                                       8

<PAGE>

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

EXHIBIT 4.1


                              FIRST AMENDMENT TO
                    AMENDED AND RESTATED CONSULTING AGREEMENT

     This First Amendment to Amended and restated Consulting
Agreement (this "Amendment") is made and entered into as of the 10th day
of April, 2001, by and between BuckTV.com, Inc. ("Issuer") and Rodney
R. Schoemann, Sr., a person of the full age of majority and resident of
the State of Louisiana ("Consultant").

                             R E C I T A L S

          A.    WHEREAS, the Issuer is in default of its obligations
under that certain Amended and Restated Consulting Agreement dated
January 1, 2001 by and between Issuer and Consultant (the "Consulting
Agreement");

          B.    WHEREAS, Consultant has not yet terminated its services under
the Consulting Agreement despite Issuer's uncured default of its obligations
thereunder;

          C.    WHEREAS, as compensation under the Consulting
Agreement, Issuer was obligated to pay to Consultant the full sum of
$350,000, such sum to be paid to Consultant through the issuance to
Consultant of certain shares of common stock of Issuer registered on
Form S-8 under the Securities Act of 1933, as amended; however, such
compensation was never paid to Consultant, such shares were never
issued to Consultant nor were such shares ever registered on Form S-8;

          D.    WHEREAS, Issuer and Consultant have agreed to settle
and compromise the obligations of Issuer to Consultant under the
Consulting Agreement such that Issuer will pay to Consultant the full
sum of $175,000 as consideration for Consultant's services and Issuer
and Consultant have agreed to amend the Consulting Agreement under the
terms set forth herein.

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

     Recitals are True.  The above recitals are true and correct and
                         incorporated herein.
     Amendment to Section 2.  Section 2 of the Consulting Agreement is
                         hereby amended and restated in its entirety as follows:
2.    Consulting Services and Compensation. On the terms
and subject to the conditions set forth in this agreement,
Issuer and Consultant hereby agree that:

     (a)    From and after the date hereof, subject to the
Termination provisions of Section 7 hereof, Consultant shall serve as
a consultant to Issuer in connection with (i) the evaluation of
potential business opportunities for Issuer, (ii) the business
operations and management of Issuer, (iii) the development of business

                                       1
<PAGE>

strategies for Issuer, and (iv) raising public and private capital for
Issuer (the services identified in foregoing clauses (i) through (iv)
are hereinafter collectively referred to as the "Consulting Services")
and;

     (b)    As compensation for the Consulting Services, Issuer agrees
to pay to Consultant and Consultant agrees to accept from Issuer, the
full sum of One Hundred Seventy Five Thousand and 00/100 ($175,000.00)
Dollars (the "Consulting Fee").  The Consulting Fee shall be payable
in full on the date of execution of this Agreement.  The Consulting
Fee shall be payable through the issuance by Issuer of 21,875,000
shares of Common Stock (the "Shares") with a stated fair market value
of $0.008 per share (which price was not arbitrarily determined but
represents the closing bid price of the Company's common stock on
April 10, 2001, the date of the First Amendment to Amended and
Restated Consulting Agreement, as quoted on the OTCBB for the
Company's common stock).

(c)    Issuer and Consultant further agree that Issuer will send to
Consultant a letter advising Consultant that the Shares registered on
the Registration Statement (as defined in Section 4 herein below) will
represent ordinary income to Consultant and that Consultant will
accept responsibility for such ordinary income during the tax year in
which this Agreement is executed; provided, that the value of the
Shares set forth on Internal Revenue Service Form 1099 provided to
Consultant by Issuer evidencing such ordinary income shall not exceed
$0.008 per share.  It is specifically agreed that Issuer shall
reimburse Consultant for any and all income taxes incurred by
Consultant as a result of this Agreement.  Prior to April 15, 2002,
Consultant shall provide written notice to Issuer of the amount of
such income taxes.  Within three (3) business days of receipt of such
notice, but in no event Issuer later than April 15, 2002, Issuer shall
pay to Consultant the amount of such income tax liability incurred by
Consultant as a result of this Agreement.

Amendment to Section 4.  Section 4 of the Consulting Agreement is hereby
amended and restated in its entirety as follows:
4.    Registration, Issuance and Delivery of Shares.  Within ten (10)
days following the date hereof, Issuer agrees to register the
issuance of the Shares to Consultant by filing a Form S-8
registration statement (the "Registration Statement") with the
United States Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, but
in no event later than three (3) days following the effective
date of the Registration Statement, Issuer shall issue a stock
certificate representing the Shares to Consultant and shall
deliver the stock certificate at the address specified by
Consultant in Section 8 hereof.  If the above filing and
issuance does not take place within such thirteen (13) day
period from the date of this agreement, Issuer will issue to
Consultant an additional 2,100,000 shares of Common Stock as
liquidated damages for Issuer's breach of the terms and
conditions hereof."

                                       2
<PAGE>

Notices.  Any and all notices, demands, requests, designations,
consents, offers, acceptances or any other communications that may be
or are required to be given, served or sent by any party to another
party pursuant to this Amendment shall be in writing and shall be
mailed by certified mail, return receipt requested, or by verifiable
overnight delivery postage prepaid, or transmitted by hand delivery
(against a signed receipt) or by facsimile with confirmation of receipt
addressed as follows:  (a) if to Consultant at 3904 Wheat Drive,
Metairie, Louisiana, 70002 FAX (504) 455-8845, with a copy to William
C. Perez, Esq., 1800 M Street, N.W., Washington, D.C. 20036 FAX: (202)
467-7176; (b) if to Issuer at Polo Tower, 3743 S. Las Vegas Boulevard,
Suite 107, Las Vegas, Nevada 89109, Attn: Larry E. Hunter, President,
or to such other address which may be designated by either Consultant
of Issuer.

Modification.  No change or modification of this Amendment shall be
valid unless the same be in writing and signed by the parties hereto,
other than modification by a Court of law in accordance with Section 15
hereof.

Entire Agreement; No Third-Party Beneficiaries.  This Amendment
(including the exhibits and schedules attached hereto) and such other
documents expressly intended by the terms hereof to be delivered
subsequent to the execution of this Amendment, contains the entire
understanding of the parties in respect of its subject matter and
supersedes all prior agreements and understandings (oral or written)
between or among the parties with respect to such subject matter.  The
parties agree that prior drafts of this Amendment shall not be deemed
to provide any evidence as to the meaning of any provision hereof or
the intent of the parties with respect thereto.  The exhibits and
schedules constitute a part hereof as though set forth in full above.
This Amendment is not intended to confer upon any person, other than
the parties hereto, any rights or remedies hereunder.

Expenses.  Issuer shall pay all fees and expenses incurred by Issuer
and Consultant in connection with the negotiation and preparation of
this Amendment or any transaction contemplated hereby.

Attorneys' Fees.  Notwithstanding the foregoing, in the event either
party employs an attorney or brings an action against the other arising
out of the terms of this Amendment, the prevailing party (whether such
prevailing party has been awarded a money judgment or not) shall
receive from the other party (and the other party shall be obligated to
pay) the prevailing party's reasonable legal fees and expenses
(including the fees and expenses of experts and para-professionals),
whether such fees and expenses are incurred before, during or after any
trial, re-trial, re-hearing, mediation or arbitration, administrative
proceedings, appeals or bankruptcy or insolvency proceedings, and
irrespective of whether the prevailing party would have been entitled
to such fees and expenses under applicable law in the absence of this
Section.

Amendment; Waiver.  This Amendment may not be modified, amended,
supplemented, canceled or discharged, except by written instrument
executed by all parties.  No failure to exercise, and no delay in
exercising, any right, power or privilege under this Amendment shall
operate as a waiver, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude the exercise of any other
right, power or privilege.  No waiver of any breach of any provision
shall be deemed to be a waiver of any preceding or succeeding breach of
the same or any other provision, nor shall any waiver be implied from

                                       3

<PAGE>

any course of dealing between the parties.  No extension of time for
performance of any obligations or other acts hereunder or under any
other agreement shall be deemed to be an extension of the time for
performance of any other obligations or any other acts.  The rights and
remedies of the parties under this Amendment are in addition to all
other rights and remedies, at law or equity, that they may have against
each other except as may be specifically limited herein.

Binding Effect; Assignment.  The rights and obligations of this
Amendment shall bind and inure to the benefit of the parties and their
respective successors and assigns.  Nothing expressed or implied herein
shall be construed to give any other person any legal or equitable
rights hereunder.  The rights and obligations of this Agreement may not
be assigned except by mutual written consent of the parties hereto.

Counterparts.  This Amendment 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.  A telecopy
signature of any party shall be considered to have the same binding
legal effect as an original signature.

Rules of Interpretation.  Except as otherwise expressly provided in
this Amendment, the following rules shall apply hereto:  (a) the
singular includes the plural and plural includes the singular; (b) "or"
is not exclusive and "include" and "including" are not limiting; (c) a
reference to any agreement or other contract includes any permitted
supplements and amendments; (d) a reference in this Amendment to a
section or exhibit is a reference to a section or exhibit within or
attached to this Amendment unless otherwise expressly provided; (e) a
reference to a section or paragraph in this Amendment shall, unless the
context clearly indicates to the contrary, refer to all sub-parts or
sub-components of any said section or paragraph; (f) words such as
"hereunder", "hereto", "hereof", and "herein", and other words of like
import shall, unless the context clearly indicates to the contrary,
refer to the whole of this Amendment and not to any particular clause
hereof; (g) the headings of the articles or sections and the ordering
or position thereof are for convenience only and shall not in any way
be deemed to affect the meaning of this Amendment; (h) a reference in
this Amendment to a "person" or "party" (whether in the singular or the
plural) shall (unless otherwise indicated herein) include both natural
persons and unnatural persons (including, but not limited to,
corporations, partnerships, limited liability companies or
partnerships, trusts, etc.); (i) all accounting terms not otherwise
defined herein shall have the meanings assigned to them in accordance
with GAAP; and (j) any reference in this Amendment to a "business day"
shall include each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which national banks in New Orleans, Louisiana are
closed.

Construction.  The parties agree and acknowledge that they have jointly
participated in the negotiation and drafting of this Amendment and that
this Amendment has been fully reviewed and negotiated by the parties
and their respective counsel.  In the event of an ambiguity or question
of intent or interpretation arises, this Amendment shall be construed
as if drafted jointly by the parties and no presumptions or burdens of
proof shall arise favoring any party by virtue of the authorship of any
of the provisions of this Amendment.  Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated there under, unless the context
requires otherwise.  If any party has breached any representation,
warranty, or covenant contained herein in any respect, the fact that

                                       4
<PAGE>

there exists another representation, warranty, or covenant relating to
the same subject matter (regardless of the relative levels of
specificity) which the party has not breached shall not detract from or
mitigate the fact that the party is in breach of the first
representation, warranty, or covenant.

Governing Law and Waiver of Jury Trial.  THIS AMENDMENT IS MADE IN AND
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA.  THE PARTIES
HERETO EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY REGARDING ALL
MATTERS OR DISPUTES ARISING OUT OF OR RELATED TO THIS AMENDMENT.  IN NO
EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS
AMENDMENT.

Severability.  The parties hereto intend all provisions of this
Amendment to be enforced to the fullest extent permitted by law.
Accordingly, should a court of competent jurisdiction determine that
the scope of any provision is too broad to be enforced as written, the
parties intend that the court should reform the provision to such
narrower scope as it determines to be enforceable.  If, however, any
provision of this Amendment is held to be illegal, invalid, or
unenforceable under present or future law, such provision shall be
fully severable; this Amendment shall be construed and enforced as if
such illegal, invalid, or unenforceable provision were never a part
hereof; and the remaining provisions of this Amendment shall remain in
full force and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance, except to the extent
such remaining provisions constitute obligations of another party to
this Amendment corresponding to the unenforceable provision.

Further Assurances.  At any time and from time to time after the date
of this Amendment, each party shall execute such additional instruments
and take such other and further actions as may be reasonably requested
by the other party to confirm or otherwise to carry out the intent and
purpose of this Amendment.

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

                                                   BUCKTV.COM, INC

                                                   /s/ Larry E. Hunter
                                                  -----------------------------
                                                   Larry E. Hunter
                                                   President


                                                   /s/ Rodney R. Schoemann, Sr.,
                                                  -----------------------------
                                                    Rodney R. Schoemann, Sr.,
                                                    Individually
                                       5
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>

                                CONSULTING AGREEMENT

This Agreement is made and entered into as of the 10th day of April, 2001, by
and between Bucktv.com, Inc. ("Issuer") and the undersigned Paul
Green("Consultant") 1134 SW Jefferson Street, Unit 202 Portland, OR  97201.

                                 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 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, Five Hundred Thousand
Shares (500,000) 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.

<PAGE>

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 31,351,920 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.

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.

By:  /s/
- -------------------------------------------
Larry E. Hunter
President

"CONSULTANT"


Paul Green


By:  /s/ Paul Green
- -------------------------------------------
Signature
Paul Green   ("Consultant").
1134 SW Jefferson Street,  Unit 202
Portland, OR 97201

Five Hundred Thousand Shares (500,000) of Issuer's common stock of Issuer's
common  stock to be Issued immediately upon execution of this S-8 agreement

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

EXHIBIT 4.3

                                CONSULTING AGREEMENT

This Agreement is made and entered into as of the 10th day of April, 2001, by
and between Bucktv.com, Inc. ("Issuer") and the undersigned  R. L. Simpson
("Consultant") 116 N. 18 Street Las Vegas NV 89101

                                 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 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, Two Hundred Fifty Thousand
Shares (250,000) 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.

<PAGE>

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 42,241,920 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.


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.

By:  /s/
- -------------------------------------------
Larry E. Hunter
President

"CONSULTANT"


R. L. Simpson


<PAGE>

By:  /s/
- -------------------------------------------
Signature
R. L. Simpson
116 N. 18th Street
Las Vegas NV 8911

250,000 Shares.  Number of Shares to be issued
to R. L. Simpson pursuant to this agreement.

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

EXHIBIT 5.1


Brian Dvorak, Esq.
Attorneys and Counselors at Law
136 Arbor Way
Henderson, Nevada 89014



Brian Dvorak, Esq.                         Telephone  (702) 794-4992
Admitted to practice in                    Facsimile  (702) 263-6212
Nevada


April 10, 2001

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 acted as special counsel to Bucktv.com, Inc., a Nevada
corporation (the "Company"), in connection with the preparation
for filing with the Securities and Exchange Commission of a Registration
Statement on Form S-8 ("Registration Statement") under the Securities
Act of 1933, as amended.  The Registration Statement relates to the
registration of 22,625,000 shares ("Shares") of the Company's common
stock, par value $.001 per share ("Common Stock"), which may be issued
to Rodney R. Schoemann, Sr.; Paul Green; and R.L. Simpson pursuant to their
respective Consulting Services Contracts (the "Written Compensation
Agreements") dated March 2, 2001 and April 10, 2001.

        We have examined the Written Compensation Agreements and
such corporate records, documents, instruments and certificates of the
Company, and have reviewed such other documents as we have deemed
relevant under the circumstances.  In such examination, we have assumed
without independent investigation the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons, and the conformity of any
documents submitted to us as copies to their respective originals. As to
certain questions of fact material to this opinion, we have relied
without independent investigation upon statements or certificates of
public officials and officers of the Company.

     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.

     In connection with this opinion, we have examined the Registration
Statement, 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.

     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.

      This opinion is conditioned upon the compliance by the Company
with all applicable provisions of the Securities Act of 1933, as
amended, and such state securities rules, regulations and laws as may be
applicable.

Very truly yours,

/s/
- -----------------------------------
Brian Dvorak, Esq.

<PAGE>

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

EXHIBIT 23.1

                   CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


Barry L Friedman, PC
Certified Public Accountant
1582 Tulita Dr
Las Vegas, Nevada 89123
Office  (702) 361-8414
FAX      (702) 896-0278

To Whom It May Concern:

The incorporation by reference therein of Barry L Friedman, Certified Public
Account, reports dated February 15, 2000, with respect to the financial
statements of the Company included in its Registration Statement and the
quarterly reports filed with the Securities and Exchange Commission, is made
after Mr. Friedman's death in February, 2001.

/s/
- -------------------------

April 10, 2001


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
