<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A1
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
BETHURUM LABORATORIES, INC.
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(Name of Small Business Issuer as specified in its charter)
UTAH 76-0050046
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
6371 Richmond, #200
Houston, Texas 77057
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (713) 266-8005
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
-----------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
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PART I
Item 1. Description of Business.
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Business Development.
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Organization and Charter Amendments
-----------------------------------
Bethurum Laboratories, Inc. (the "Company") was organized
under the laws of the State of Utah on April 22, 1983, under the name "Lion
Resources, Inc." The Company was formed to acquire and operate or lease
natural resource properties, and engage in mining, milling, production, buying
and developing natural resource properties and any business dealing with
natural resources in general.
The Company's initial authorized capital consisted of 50,000,000
shares of $0.001 par value common voting stock.
On October 27, 1983, the Company's Articles of Incorporation were
amended in accordance with the Utah Business Corporations Act to change its
name to "Bethurum Laboratories, Inc.", to expand the purpose of the Company to
include authorization to produce and market ointments used in connection with
human and animal skin conditions; to increase the authorized capital of the
Company to 100,000,000 shares of $0.001 par value common voting stock; and to
effect a 1.667 for 1 forward split of the outstanding voting securities of the
Company, while retaining the $0.001 par value, and with appropriate
adjustments in the stated capital and capital surplus accounts of the Company.
A copy of the Company's Articles of Incorporation, as amended, is
attached hereto and incorporated herein by reference. See Part III, Item 1.
Public Offering
---------------
Pursuant to a prospectus dated July 7, 1983, the Company conducted
a public offering of 1,500,000 shares of its common stock at an offering price
of $.01 per share. The offer and sale of these securities were registered
with the Utah Securities Division pursuant to Section 61-1-10 of the Utah
Uniform Securities Act; and these securities were exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended (the "1933
Act"), under Section 3(b) thereof and Rule 504 promulgated by the Securities
and Exchange Commission as a part of Regulation D. These securities were
offered for sale only within Utah.
Sales of "unregistered" and "restricted" securities over the past three
years
-----
Immediately prior to the filing of this Registration Statement, the
Company adopted, ratified and approved a Written Compensation Agreement
pursuant to which it agreed to issue 457,500 shares of "restricted securities"
of the Company pursuant to Rule 701 of the Securities and Exchange Commission,
for non-capital raising services rendered. Except for the sale of these
securities, there have been no sales of "restricted securities" or other
securities of the Company during the past three years. See the caption
"Recent Sales of Unregistered Securities," Part II, Item 4. A copy of this
Written Compensation Agreement is attached hereto and incorporated herein by
reference. See Part III, Item 1.
Changes in Control
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The Company acquired 100% of the outstanding securities of Bethurum
Laboratories, Inc., a Texas corporation ("BLI"), on October 24, 1983, pursuant
to an Agreement and Plan of Reorganization (the "Bethurum Plan"), in exchange
for 10,000,000 post-split "restricted securities" of the Company. In January,
1985, the Bethurum Plan was rescinded, due to non-performance of BLI. As a
result, 9,750,000 of the "restricted securities" issued in connection with the
Bethurum Plan were canceled, and the persons who were nominated by BLI to
serve as directors and executive officers of the Company resigned.
Business.
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Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over five years. To the extent that the
Company intends to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders, it is essentially
a "blank check" company. Because the Company has limited assets and conducts
no material business, management anticipates that any such venture would
require it to issue shares of its common stock as the sole consideration for
the venture. This may result in substantial dilution of the percentage of
share ownership of current stockholders. The Company's Board of Directors
shall make the final determination whether to complete any such venture; the
approval of stockholders will not be sought unless required by applicable
laws, rules and regulations, its Articles of Incorporation or Bylaws, or
contract. The Company's Articles of Incorporation do not require stockholder
approval for any such acquisition, and the Company has not adopted any by-
laws. The Company makes no assurance that any future enterprise will be
profitable or successful. The Company does not intend to provide any
disclosure documentation to its stockholders prior to any merger or
acquisition transaction. However, as a "fully-reporting" issuer under the
1934 Act, the Company will be required to disclose any such transaction in a
Current Report on 8-K including consolidated proforma financial statements.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80% and 95% of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting
in a change of control of the Company and/or the acquisition of a business,
the Company will be required to file with the Commission a Current Report on
Form 8-K within 15 days of such transaction. A filing on Form 8-K also
requires the filing of audited financial statements of the business acquired,
as well as pro forma financial information consisting of a pro forma condensed
balance sheet, pro forma statements of income and accompanying explanatory
notes.
Although the Company has not communicated with any other entity with
respect to any potential merger or acquisition transaction, management has
determined to file this Registration Statement on a voluntary basis. In order
to have stock quotations for its common stock on the National Association of
Securities Dealers' Automated Quotation System ("Nasdaq"), an issuer must have
such securities registered under the 1934 Act. Upon the effective date of
this Registration Statement, which took place on or about February 12, 1999,
the Company's common stock became registered for purposes of the 1934 Act.
Management believes that this will make the Company more desirable for
entities that may be interested in engaging in a merger or acquisition
transaction.
Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
or accurately analyze, let alone describe or identify, without referring to
specific objective criteria.
Regardless, the results of operations of any specific entity may
not necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management due to their time
involvement with EuroTrade Financial, Inc., these activities may be limited.
See the heading "Business Experience," Part I, Item 5.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
The Company's directors and executive officers have not used any
particular consultants, advisors or finders on a regular basis.
Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Current
Company policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.
Although it currently has no plans to do so, depending on the nature
and extent of services rendered, the Company may compensate members of
management in the future for services that they may perform for the Company.
Because the Company currently has extremely limited resources, and is unlikely
to have any significant resources until it has completed a merger or
acquisition, management expects that any such compensation would take the form
of an issuance of the Company's stock to these persons; this would have the
effect of further diluting the holdings of the Company's other stockholders.
However, due to the minimal amount of time devoted to management by any person
other than the Company's directors and executive officers, there are no
preliminary agreements or understandings with respect to management
compensation. Although it is not prohibited by statute, its Articles of
Incorporation, the Company has no plans to borrow funds and use the proceeds
to make payment to its management, promoters or affiliates.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. Management may actively negotiate or otherwise consent to the purchase
of all or any portion of its common stock as a condition to, or in connection
with, a proposed merger or acquisition. It is not anticipated that any such
opportunity will be afforded to other stockholders or that such stockholders
will be afforded the opportunity to approve or consent to any particular stock
buy-out transaction. In the event that such fees are paid, they may become a
factor in negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
None of the Company's directors, executive officers or promoters,
or their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
Risk Factors.
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In any business venture, there are substantial risks specific to
the particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue for over five years or to the date
hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can
provide no assurance that any acquired business will produce any material
revenues for the Company or its stockholders or that any such business will
operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company. Although management intends to apply any proceeds it may receive
through the issuance of stock or debt to a suitable acquisition, subject to
the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any
use or allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether to
invest in the Company. Potential investors would have access to significantly
more information if the Company had already identified a potential acquisition
or if the acquisition target had made an offering of its securities directly
to the public. The Company can provide no assurance that any investment in
the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
acquire. To the extent that the Company may acquire a business in a high
risk industry, the Company will become subject to those risks. Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to
the numerous risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock. See Part I, Item 2.
Auditor's 'Going Concern' Opinion. The Independent Auditor's Report
issued in connection with the audited financial statements of the Company for
the calendar years ended December 31, 1998, and 1997, expresses "substantial
doubt about its ability to continue as a going concern," due to the Company's
status as a development stage company and its lack of significant operations.
See the Index to Financial Statements, Part F/S of this Registration
Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed. However, while the Company has no
substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of
regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies. Because the Company does
not intend to make any offering of its securities in the foreseeable future,
management does not believe that any state restriction on "blank check"
offerings will have any effect on the Company.
In most jurisdictions, "blank check" and "blind pool" companies are
not eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Securities and
Exchange Commission of certain offerings registered in such states by
filing a Form D under Regulation D of the Securities and Exchange Commission.
All states (with the exception of Alabama, Delaware, Florida, Hawaii,
Minnesota, Nebraska and New York) have adopted some form of SCOR.
States participating in the SCOR program also allow applications for
registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States. These restrictions should cease once and if the Company acquires a
venture by purchase, reorganization or merger, so long as the business
operations succeeded to involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management currently devote one hour a week to the activities
of the Company, until such time as the Company has identified a suitable
acquisition target.
Conflicts of Interest; Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A
transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders. An independent appraisal of the
acquired company may or may not be obtained in the event a related party
transaction is contemplated. Furthermore, because management and/or
beneficial owners of the Company's common stock may be eligible for finder's
fees or other compensation related to potential acquisitions by the Company,
such compensation may become a factor in negotiations regarding such potential
acquisitions.
No Market for Common Stock; No Market for Shares. Although the
Company intends to submit for quotation of its common stock on the OTC
Bulletin Board of the NASD before any merger or acquisition transaction, and
to seek a broker-dealer to act as market maker for its securities (without the
use of any consultant), there is currently no market for such shares, there
have been no discussions with any broker-dealer or any other person in this
regard, and no market maker has been identified; there can be no assurance
that such a market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also
have an adverse effect on any market that may develop. With the exception of
the "restricted securities" issued to Messrs. Silvey, Thompson and Leonard W.
Burningham, Esq., pursuant to Rule 701 of the Securities and Exchange
Commission immediately prior to the filing of this Registration Statement, all
outstanding securities of the Company have satisfied the "holding" period
requirements of Rule 144. The 701 securities will become tradable under Rule
144 ninety days after the effective date of this Registration Statement or
approximately five months from the filing of this Registration Statement. See
Part II, Item 4, and Part III, Item 1.
Risks of "Penny Stock." The Company's common stock may be deemed to
be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's
common stock during the last five years. At such time as the Company
completes a merger or acquisition transaction, if at all, it may attempt to
qualify for quotation on either NASDAQ or a national securities exchange.
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "pink sheets" or the OTC
Bulletin Board of the NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor. This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
No Principal Products or Services.
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The limited business operations of the Company, as now
contemplated, involve those of a "blank check" company. The only activities to
be conducted by the Company are to manage its current limited assets and to
seek out and investigate the acquisition of any viable business opportunity by
purchase and exchange for securities of the Company or pursuant to a
reorganization or merger through which securities of the Company will be
issued or exchanged.
The Company Does Not Distribute Any Products or Services.
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Management will seek out and investigate business opportunities
through every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
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Management believes that there are literally thousands of "blank
check" companies engaged in endeavors similar to those engaged in by the
Company; many of these companies have substantial current assets and cash
reserves. Competitors also include thousands of other publicly-held companies
whose business operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle through
which a private entity may have access to the public capital markets. There is
no reasonable way to predict the competitive position of the Company or any
other entity in the strata of these endeavors; however, the Company, having
limited assets and cash reserves, will no doubt be at a competitive
disadvantage in competing with entities which have recently completed IPO's,
have significant cash resources and have recent operating histories when
compared with the complete lack of any substantive operations by the Company
for the past several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
- ---------
Because the Company currently produces no products or services, it
is not presently subject to any governmental regulation in this regard.
However, in the event that the Company engages in a merger or acquisition
transaction with an entity that engages in such activities, it will become
subject to all governmental approval requirements to which the merged or
acquired entity is subject.
Effect of Existing or Probable Governmental Regulations on
Business.
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The integrated disclosure system for small business issuers
adopted by the Commission in Release No. 34-30968 and effective as of August
13, 1992, substantially modified the information and financial requirements of
a "Small Business Issuer," defined to be an issuer that has revenues of less
than $25 million; is a U.S. or Canadian issuer; is not an investment company;
and if a majority-owned subsidiary, the parent is also a small business
issuer; provided, however, an entity is not a small business issuer if it has
a public float (the aggregate market value of the issuer's outstanding
securities held by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North
American Securities Administrators Association, Inc. ("NASAA") have expressed
an interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company,
and may make the use of these companies obsolete.
Research and Development.
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None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
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None; not applicable. However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to the Company for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
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The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders. Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for such
venture.
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, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, any such loan
will 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 Registration Statement, the Company has
not actively begun to seek any such venture. No advance or loan from any
affiliate will be required to be repaid as a condition to any agreement with
future acquisition partners.
Results of Operations.
- ---------------------
The Company has had no material operations for over five years.
The Company incurred losses of ($1,663), for the period ended September 30,
1998; ($422) for the year ended December 31, 1997; and ($6,385) for the year
ended December 31, 1996. Primarily all of these expenses were utilized for
attorney's fees, accounting fees and filing fees to maintain the Company in
good standing.
Liquidity.
- ---------
During the nine months ended Septebmer 30, 1998, capital
contributions by a principal stockholder amounted to $1,218; the amount of
$3,167 was similarly contributed during the year ended December 31, 1997; $473
were contributed in the year ended December 31, 1996.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal
executive office address and telephone number are the office address and
telephone number of its Secretary, W. Scott Thompson , and are provided at no
cost. Because the Company has no current business operations, its activities
have been limited to keeping itself in good standing in the State of Utah, and
with preparing this Registration Statement and the accompanying financial
statements. These activities have consumed an insignificant amount of
management's time; accordingly, the costs to Mr. Thompson of providing the use
of his office and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of April 21,
1999, to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
William F. Donovan 154,400 4.40%
1140 Westmont Suite #300
Houston, Texas 77015
W.B. Phillips TTEE FBO 300,000 8.55%
ECO Industries
William A. Silvey, Jr. 1,313,000 37.43%
5227 Cripple Creek Court
Houston, Texas 77017
W. Scott Thompson 194,000* 5.53%*
6371 Richmond, #200
Houston, Texas 77057
World Securities, ltd. 260,000 7.41%
Box 1040
Schroder Cyaman Bank & Trust
Georgetown, Grand Cayman,
BWI
TOTALS: 2,221,400 63.32%
</TABLE>
* Includes shares held as custodian for Traci L. Thompson, his
daughter.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of April 21, 1999, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/96 of Class
- ---------------- ------------------ -------------
[S] [C] [C]
William A. Silvey, Jr. 1,313,000 37.43%
5227 Cripple Creek Court
Houston, Texas 77017
W. Scott Thompson 194,000* 5.53%*
6371 Richmond, #200
Houston, Texas 77057
TOTALS 1,507,000 42.97%
* Includes shares held as custodian for Traci L. Thompson, his
daughter.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- -------- -------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders or until their successors are elected
or appointed and qualified, or their prior resignation or termination.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
William A. Silvey, Jr. President, 10/83 *
Director
W. Scott Thompson Sec/Tres, 7/96 *
Director
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
W. A. Silvey, Jr. Mr. Silvey is 63 years of age and has over 35
years experience as an officer and director of operating companies, venture
capitalist, financial consultant and business consultant. He was one of the
founders of Intermedics, Inc. which grew to be one of the largest medical
products companies in the world. Mr. Silvey has founded and operated more
than fifteen companies during his business career. Since April 1993, he has
been an associate of Eurotrade Financial, Inc., a Houston based financial
consulting firm. Mr. Silvey is a graduate of California Institute of
Technology with a Bachelors Degree in Mechanical Engineering. He also holds a
Masters in Business Administration from Stanford University.
W. Scott Thompson. Mr. Thompson is 49 years of age and has over 20
years experience as a venture capitalist and financial consultant. Since
April 1993, Mr. Thompson has served as the President of Eurotrade Financial,
Inc., a Houston based financial consulting firm. Prior to his tenure with
Eurotrade, Mr. Thompson was employed by Harris-Forbes, Inc. (a Houston based
financial and venture capital firm), from October 1983 to March 1993. Mr.
Thompson still serves as an officer, director and consultant to Harris-Forbes.
He is a graduate from the University of Texas with a Bachelors Degree in
Business Administration and attended two years of graduate school of business
working toward a double masters in business and accounting.
Other "Public Shell" Activities
- -------------------------------
W. Scott Thompson and William A. Silvey, Jr. have been involved as
directors and executive officers of other companies that may be deemed to be
"blank check" companies and future involvement in other "blank check"
companies is likely, but presently unplanned.
The following table summarizes the companies for which Mr.
Thompson and Mr. Silvey have served as a director, executive officer or
consultant and which have completed a reorganization or merger, and the
consideration received by Messrs. Thompson and Silvey in connection with each
reorganization.
<TABLE> OTC
<CAPTION> Bulletin
Board Reorg.
Original Company Name New Company Name Symbol Date Consideration
- --------------------- ---------------- ------ ------ -------------
<S> <C> <C> <C> <C>
Environmental Pyrogenics, Northport Industries, PESO 12/24/97 135,000 shares*
Inc. Inc. $25,000*
Information Technology International Healthcare IHHC 6/98 140,000 shares*
Systems, Inc. Holdings $18,000*
* Messrs. Thompson and Silvey each received the number of
"restricted securities" and amount of money indicated as compensation for
services rendered; all shares were issued under Rule 701 of the Securities and
Exchange Commission as consideration for services rendered in conneciton with
the structuring and closing of reorganization agreements with each of these
companies.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director,
executive officer or person nominated to become a director or an executive
officer of the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by the Company for services rendered during the periods indicated:
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William A.
Silvey, Jr.,12/31/96 0 0 0 0 0 0 0
President, 12/31/97 0 0 0 0 0 0 0
Director 9/30/98 0 0 0 0 0 0 0
W. Scott
Thompson, 12/31/96 0 0 0 0 0 0 0
Secretary 12/31/97 0 0 0 0 0 0 0
and Director 9/30/98 0 0 0 0 0 0 0
</TABLE>
Immediately prior to the filing of the Registration Statement,
Messrs. Silvey and Thompson were each issued 183,000 shares of "restricted
securities" of the Company valued at $.01 per share, for non-capital raising
services rendered to the Company. See Part II, Item 4, and Part III, Item 1.
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ended December 31, 1997 or 1996, or the period ended September
30, 1998. Further, no member of the Company's management has been granted any
option or stock appreciation rights; accordingly, no tables relating to such
items have been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company, any change in
control of the Company, or a change in the person's responsibilities following
a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company and any director, executive officer, five
percent stockholder or associate of any of these persons except the following:
immediately prior to the filing of this Registration Statement, the Company
issued 183,000 shares of "restricted securities" of the Company to Messrs.
Silvey and Thompson (183,000 each) pursuant to Rule 701 of the Securities and
Exchange Commission for compensation for non-capital raising services valued
at $.01 per share. The non-capital raising services rendered included, but
were not limited to bringing the Company current in its filings with the State
of Utah; various meetings and conferences in respect thereof; review of
related correspondence and pleadings; discussions with the Company's
accounting firm and review of drafts and final copies of audited financial
statements; and various conference calls and discussions with Mr. Burningham
regarding same. See Part II, Item 4, and Part III, Item 1.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
100,000,000 shares of $0.001 par value common voting stock. There are
currently 3,507,500 shares issued and outstanding. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities. All shares of the common stock now outstanding are fully
paid and non-assessable.
There are no outstanding options, warrants or calls to purchase
any of the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation,
as amended, or Bylaws, as amended, that would delay, defer, or prevent a
change in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit it common stock
for quotation on the OTC Bulletin Board of the National Association of
Securities Dealers ("NASD"); however, management does not expect any public
market to develop unless and until the Company completes an acquisition,
reorganization or merger. In any event, no assurance can be given that any
market for the Company's common stock will develop or be maintained. If a
public market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by members of management may have a substantial adverse
impact on any such public market, and, with the exception of the "restricted
securities" issued to Messrs. Silvey, Thompson and Leonard W. Burningham, Esq.
pursuant to Rule 701 of the Securities and Exchange Commission immediately
prior to the filing of this Registration Statement, all current and former
members of management have already satisfied the "holding period" requirement
of Rule 144. The 701 securities will become tradable under Rule 144 ninety
days after the effective date of this Registration Statement or approximately
five months from the filing of this Registration Statement. See Part II, Item
4, and Part III, Item 1.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 185.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to
its common stock, and does not intend to declare dividends in the foreseeable
future. The future dividend policy of the Company cannot be ascertained with
any certainty, and if and until the Company completes any acquisition,
reorganization or merger, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding and, to
the knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or
beneficially of more than five percent of the Company's common stock is a
party adverse to the Company or has a material interest adverse to the Company
in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
Name Date Shares Compensation
- ---- ---- ------ ------------
W. A. Silvey, Jr. 11/23/98 183,000 Services*
W. Scott Thompson 11/23/98 183,000 Services*
Leonard W. Burningham, Esq. 11/23/98 91,500 Services*
* All services are non-capital raising and valued at $.01 per share;
these securities were issued pursuant to Rule 701 of the Securities and
Exchange Commission. These non-capital raising services include, but are not
limited to bringing the Company current in its filings with the State of Utah;
various meetings and conferences in respect thereof; review of related
correspondence and pleadings; discussions with the Company's accounting firm
and review of drafts and final copies of audited financial statements; and
various conference calls and discussions with Mr. Burningham respecting same.
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner he
or she 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 or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying
a director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which
the director was adjudged liable on the basis that he or she improperly
received a personal benefit. Otherwise, Section 16-10a-902(5) allows
indemnification for reasonable expenses incurred in connection with a
proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 16-10a-907(1)
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a
party against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that he
or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16-10a-907(2) extends
this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Revised Business Corporation
Act, Section 16-10a-908 allows the corporation to purchase and maintain
insurance on his or her behalf against liability resulting from his or her
corporate role.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
<PAGE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998 and 1997
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Bethurum Laboratories, Inc.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Bethurum Laboratories, Inc.,
(a development stage company), as of December 31, 1998 and the related
statements of operations, stockholders' equity (deficit), and cash flows for
the years ended December 31, 1998 and 1997 and for the period from inception
on April 22, 1983 through December 31, 1998. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bethurum Laboratories, Inc.,
as of December 31, 1998 and the results of its operations and its cash flows
for the years ended December 31, 1998 and 1997 and for the period from
inception on April 22, 1983 through December 31, 1998 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/S/Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
February 23, 1999
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Balance Sheet
<CAPTION>
ASSETS
December 31,
1998
<S> <C>
CURRENT ASSETS
Cash $ -
Total Current Assets -
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 15,711
Total Liabilities 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
Additional paid-in capital 22,425
Deficit accumulated during
development stage (41,644)
Total Stockholders' Equity (Deficit) (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 Years Ended 1983 Through
December 31, December 31,
1998 1997 1998
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES
General and
administrative 14,948 155 39,536
Total Expenses 14,948 155 39,536
LOSS FROM OPERATIONS (14,948) (155) (39,536)
OTHER EXPENSE
Interest expense (293) (267) (2,108)
Total Other Expense (293) (267) (2,108)
NET LOSS $ (15,241) $ (422) $ (41,644)
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 December 31, 1998
<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 (unaudited) - - 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)
</TABLE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
Inception on
April 22,
For the Years Ended 1983 Through
December 31, December 31,
1998 1997 1998
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (15,241) $ (422) $ (41,644)
Adjustments to
reconcile net loss in
operating activities:
Common stock issued
for services 4,575 - 4,575
Increase (decrease) in
accounts payable 9,448 (2,745) 15,711
Net Cash Used by
Operating Activities (1,218) (3,167) (21,358)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock - - 16,500
Additional paid-in
capital 1,218 3,167 4,858
Net Cash Provided by
Financing Activities 1,218 3,167 21,358
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
December 31, 1998 and 1997
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 December 31, 1998, the Company had net operating loss carryforwards
of approximately $37,000 that may be offset against future taxable income from
the year 1998 through 2013. 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.
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.
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation**
3.2 Articles of Amendment to Articles of Incorporation dated
October 27, 1983 respecting name change, change in authorized
capital, effect 1.667 for 1 forward**
27 Financial Data Schedule
99 Written Compensation Agreement**
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
** These documents and related exhibits have been previously
filed
with the Securities and Exchange Commission and are
incorporated herein by reference.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
BETHURUM LABORATORIES, INC.
Date: 4-23-99 By /s/William A. Silvey, Jr.
------- ------------------------
William A. Silvey, Jr., Director
and President
Date: 4-23-99 By /s/ W. Scott Thompson
------- ------------------------
W. Scott Thompson, Director
Secretary
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