U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-25167
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BETHURUM LABORATORIES, INC.
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(Name of Small Business Issuer in its Charter)
UTAH 76-0050046
- ------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
6371 Richmond, #200
Houston, Texas 77057
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (713) 266-8005
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
March 31, 1999
Common - 3,507,500 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Balance Sheet
<CAPTION>
ASSETS
March 31, December 31,
1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS - $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 16,916 $ 15,711
Total Liabilities 16,916 15,711
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; authorized 100,000,000
common shares at $0.001 par value;
3,507,500 shares issued and
outstanding 3,508 3,508
Additional paid-in capital 22,845 22,425
Deficit accumulated during
development stage (43,269) (41,644)
Total Stockholders' Equity
(Deficit) (16,916) (15,711)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Statements of Operations
<CAPTION>
From
Inception on
April 22,
For the Three Months Ended 1983 Through
March 31, March 31,
1999 1998 1999
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES
General and
administrative 1,625 373 41,161
Total Expenses 1,625 373 41,161
LOSS FROM OPERATIONS (1,625) (373) (41,161)
OTHER EXPENSE
Interest expense - (72) (2,108)
Total Other Expense - (72) (2,108)
NET LOSS $ (1,625) $ (445) $ (43,269)
WEIGHTED AVERAGE
LOSS PER SHARE $ (0.00) $ (0.00)
</TABLE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Company)
Statements of Stockholders' Equity (Deficit)
From Inception on April 22, 1983 to March 31, 1999
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance on inception - $ - $ - $ -
Issuance of common stock for
cash at inception at
approximately
$.005 per share 300,000 300 1,200 -
Issuance of common stock for
services at $0.01 per share 2,500,000 2,500 12,500 -
Common stock issued during
reorganization agreement 10,000,000 10,000 (10,000) -
Cancellation of common stock
from divestiture agreement (9,750,000) (9,750) 9,750 -
Net loss from inception to
December 31, 1986 - - - (18,049)
Balance, December 31, 1986 3,050,000 3,050 13,450 (18,049)
Net loss for the year
ended December 31, 1987 - - - (124)
Balance, December 31, 1987 3,050,000 3,050 13,450 (18,173)
Net loss for the year
ended December 31, 1988 - - - (134)
Balance, December 31, 1988 3,050,000 3,050 13,450 (18,307)
Net loss for the year
ended December 31, 1989 - - - (144)
Balance, December 31, 1989 3,050,000 3,050 13,450 (18,451)
Net loss for the year
ended December 31, 1990 - - - (156)
Balance, December 31, 1990 3,050,000 3,050 13,450 (18,607)
Net loss for the year
ended December 31, 1991 - - - (169)
Balance, December 31, 1991 3,050,000 3,050 13,450 (18,776)
Net loss for the year
ended December 31, 1992 - - - (182)
Balance, December 31, 1992 3,050,000 3,050 13,450 (18,958)
Net loss for the year
ended December 31, 1993 - - - (196)
Balance, December 31, 1993 3,050,000 3,050 13,450 (19,154)
Net loss for the year
ended December 31, 1994 - - - (213)
Balance, December 31, 1994 3,050,000 3,050 13,450 (19,367)
Net loss for the year
ended December 31, 1995 - - - (229)
Balance, December 31, 1995 3,050,000 3,050 13,450 (19,596)
Expenses paid on the Company's
behalf - - 473 -
Net loss for the year
ended December 31, 1996 - - - (6,385)
Balance, December 31, 1996 3,050,000 3,050 13,923 (25,981)
Expenses paid on the
Company's behalf - - 3,167 -
Net loss for the year
ended December 31, 1997 - - - (422)
Balance, December 31, 1997 3,050,000 $ 3,050 $17,090 $ (26,403)
Expenses paid on the Company's
behalf - - 1,218 -
Common stock issued for services
at $0.01 per share 457,500 458 4,117 -
Net loss for the year ended
December 31, 1998 - - - (15,241)
Balance, December 31, 1998 3,507,500 $ 3,508 $22,425 $ (41,644)
Net loss for the three months
ended March 31, 1999(unaudited) - - - (1,625)
Balance, March 31, 1999
(unaudited) 3,507,500 $ 3,508 $22,425 $ (43,269)
</TABLE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
Inception on
April 22,
For the Three Months Ended 1983 Through
March 31, March 31,
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (1,625) $ (445) $ (43,269)
Adjustments to
reconcile net loss in
operating activities:
Common stock issued
for services - - 4,575
Increase (decrease) in
accounts payable 1,205 445 16,916
Net Cash Used by
Operating Activities (420) - (21,778)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock - - 16,500
Additional paid-in
capital 420 - 5,278
Net Cash Provided by
Financing Activities 420 - 21,778
NET INCREASE (DECREASE)
IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
CASH AT END OF PERIOD $ - $ - $ -
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
</TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Notes the Financial Statements
March 31, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Bethurum Laboratories,
Inc., a development stage company. The Company was incorporated in the State
of Utah on April 22, 1983 under the name Lion Resources, Inc. The Company was
incorporated for the purpose of seeking business opportunities by mergers,
acquisitions and/or asset purchases.
On October 24, 1983, the Company acquired 100% of the outstanding stock
of Bethurum Laboratories, Inc. (a Texas corporation) (BLI) through the
issuance of 10,000,000 shares of its restricted common stock. In connection
with the acquisition, the Company changed its name to Bethurum Laboratories,
Inc. on October 27, 1983. In January 1985, the acquisition agreement was
canceled due to non-performance of BLI. Ownership of BLI was returned to its
former shareholders, and the shares issued by the Company in connection with
the acquisition were canceled with the exception of 250,000 shares which were
not returned.
On October 24, 1983 and in conjunction with the reorganization agreement
the Company's shareholders approved a forward split agreement, whereby the
outstanding common shares were exchanged at a rate of 1.6667 shares for every
1 share outstanding. This increased the outstanding shares to 2,500,000
immediately prior to the reorganization agreement. All references to shares
outstanding and loss per share have been retroactively restated to restate the
forward stock split.
b. Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting. The Company has selected a December 31 year end.
c. Basic Loss Per Share
The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements.
d. Provision for Taxes
At March 31, 1999, the Company had net operating loss carryforwards
of approximately $43,300 that may be offset against future taxable income from
the year 1998 through 2014. No tax benefit has been reported in the financial
statements because the Company believes that there is a 50% chance or greater
the net operating loss carryforwards will expire unused, therefore the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
f. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reported period. Actual results could differ from those estimates.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal, recurring nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company. Until that time, the stockholders have committed to covering the
operating costs of the Company.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations or
had any revenues from operations during the last quarter or the two most
recent calendar years. The Company's plan of operation for the next 12 months
is to continue to seek the acquisition of assets, properties or businesses
that may benefit the Company and its stockholders. Management anticipates that
to achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for any such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company. Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances.
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this
Report, the Company is not involved in any negotiations respecting any such
acquisition.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Utah, compromising and settling its debts and seeking the acquisition
of assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations during the
two most recent calendar years.
At March 31, 1999, the Company had $0 in assets and $16,916 in
liabilities. The Company had no revenues for the three months ended March
31, 1999 and 1998, with $1,625 and $445 in expenses, for net losses of
($1,625) and ($445).
Liquidity
- ---------
At March 31, 1999, the Company had no current assets, with total
current liabilities of $16,916. Total stockholder's equity was ($16,916).
A stockholder contributed to capital in 1998 $1,218.
Year 2000.
- ---------
Because the Company is not presently engaged in any substantial
business operations, management does not believe that computer problems
associated with the change of year to the year 2000 will have any material
effect on its operations. However, the possibility exists that the Company
may merge with or acquire a business that will be negatively affected by the
"year 2000" problem. The effect of such problem or the Company in the future
can not be predicted with any accuracy until such time as the Company
identifies a merger or acquisition target.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the first quarter of the calendar year covered by this Report or
during the two previous calendar years.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
BETHURUM LABORATORIES, INC.
Date: 5/17/99 By /s/William A. Silvey, Jr.
------------------------
William A. Silvey, Jr., Director
and President
Date: 5/17/99 By /s/ W. Scott Thompson
------------------------
W. Scott Thompson, Director
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
BETHURUM LABORATORIES, INC.
Date: 5/17/99 By /s/William A. Silvey, Jr.
------------------------
William A. Silvey, Jr., Director
and President
Date: 5/17/99 By /s/ W. Scott Thompson
------------------------
W. Scott Thompson, Director
Secretary
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 16916
<BONDS> 0
0
0
<COMMON> 3508
<OTHER-SE> (20424)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1625
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1625)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
