<PAGE>
<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File No. 0-25167
BETHURUM LABORATORIES, INC.
---------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 76-0050046
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
6371 Richmond, #200
Houston, Texas 77057
---------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (713) 266-8005
N/A
---
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par
value common voting stock
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
--- --- --- ---
Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 1999 -
$0.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.
May 10, 2000 - $2,000. There are approximately 2,000,500 shares of
common voting stock of the Company held by non-affiliates. During the past
two years, there has been no "established public market" for shares of common
voting stock of the Company, so the Company has arbitrarily valued these
shares based on $0.001 par value per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
N/A
(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:
May 10, 2000
3,507,500
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Item 13.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
Historical information regarding Bethurum Laboratories, Inc. (the
"Company" or "Bethurum") is contained under the heading "Business
Development", Part I, Item 1, of the Company's 10-SB Registration Statement,
as amended, and its 10-KSB Annual Report for the year ended December 31, 1998,
which have been previously filed with the Securities and Exchange Commission
and are incorporated herein by reference. See Item 13.
Business.
- ---------
The Company has had no material business operations for over five
years. The Company may begin the search for the acquisition of assets,
property or business that may benefit the Company and its stockholders, once
the Board of Directors sets guidelines of industries in which the Company may
have an interest.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor, and will be unable to
do so until it determines the particular industries of interest to the
Company.
Risk Factors.
- -------------
Information regarding potential risk factors that may affect the
Company is contained under the heading "Risk Factors", Part I, Item 1, of the
Company's 10-SB Registration Statement, as amended, and the 10-KSB Annual
Report for the year ended December 31, 1998. See Item 13 of this Report.
Principal Products or Services and their Markets.
- -------------------------------------------------
None; not applicable.
Competition.
- ------------
None; not applicable.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
- -----------
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.
- ---------
None; not applicable.
Effect of Existing or Probable Governmental Regulations on
Business.
- ---------
The integrated disclosure system for small business issuers
adopted by the Securities and Exchange 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 Company is deemed to be a "small business issuer."
The Securities and Exchange 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.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable.
Number of Employees.
- --------------------
None; not applicable.
Item 2. 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.
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 3. 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 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
During the fourth quarter of the calendar year ended December 31,
1999, no matter was submitted to a vote of the Company's security holders,
whether through the solicitation of proxies or otherwise.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information.
- -------------------
There has been no "public market" for shares of the Company's
common stock during the past five years. On or about December 13, 1999, the
Company obtained a listing on the OTC Bulletin Board of the NASD under the
trading symbol "BTRM." However, except as shown below, no bid or asked
quotations have been reflected since that time. There can be no assurance
that a public market for the Company's securities will develop.
There are no outstanding options, warrants or calls to purchase
any of the authorized securities of the Company.
No assurance can be given that any "public market" will develop in
the common stock of the Company, or if any such "public market" does develop,
that it will continue or be sustained for any period of time.
Holders.
- --------
The number of record holders of the Company's common stock as of
May 10, 2000, was 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 present intention of management is to utilize all available funds
for the development of the Company's business, once commenced. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Recent Sales of Unregistered Securities.
- ----------------------------------------
For a discussion of the sales by the Company of "unregistered" and
"restricted" shares of its common stock during the period covered by this
Report and for the preceding two years, see the caption "Recent Sales of
Unregistered Securities,"Part II, Item 4, of the Company's 10-SB Registration
Statement, as amended. See Item 13. All outstanding securities of the
Company have been held a sufficient period of time to have satisfied the
holding period requirements of Rule 144, and sales of "restricted securities"
may have an adverse effect on any market that may develop for the Company's
securities.
Item 6. 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 two fiscal years. The Company's plan
of operation for the next 12 months has yet to be formulated, with the Company
intending to determine the industries in which it would like to focus its
business operations.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing, which
may be advanced by management or principal stockholders as loans to the
Company. Any such sums should be nominal.
Results of Operations.
- ---------------------
The Company has had no material operations for over five years.
The Company incurred losses of ($4,404) for the year ended December 31,
1999; and ($14,948) for the year ended December 31, 1998. Primarily all of
these expenses were utilized for attorney's fees, accounting fees and filing
fees to maintain the Company in good standing and to file its 10-SB
Registration Statement with the Securities and Exchange Commission.
Liquidity.
- ---------
During the year ended December 31, 1999, capital contributions by a
principal stockholder amounted to $5,754; the amount of $1,218 was similarly
contributed during the year ended December 31, 1998; and $3,167 was
contributed in the year ended December 31, 1997.
Item 7. Financial Statements.
---------------------
Financial Statements for the year ended
December 31, 1999 and December 31, 1998
Independent Auditor's Report
Balance Sheet - December 31, 1999
Statements of Operations for the years
ended December 31, 1999, and 1998, and from inception
on April 22, 1983 to December 31, 1999
Statements of Stockholders' Equity (Deficit)
From inception on April 22, 1983 to December 31,
1999
Statements of Cash Flows for the years
ended December 31, 1999, and 1998, and from inception
on April 22, 1983 to December 31, 1999
Notes to Consolidated Financial Statements
<PAGE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999 and 1998
<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, 1999 and the related
statements of operations, stockholders' equity (deficit), and cash flows for
the years ended December 31, 1999 and 1998 and for the period from inception
on April 22, 1983 through December 31, 1999. 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.
(a development stage company), as of December 31, 1999 and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998
and for the period from inception on April 22, 1983 through December 31, 1999
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.
Jones, Jensen & Company
Salt Lake City, Utah
May 1, 2000
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Balance Sheet
<CAPTION>
ASSETS
<S> <C>
December 31,
1999
CURRENT ASSETS
Cash $ -
Total Current Assets -
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 14,361
Accrued interest 1,647
Total Liabilities 16,008
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 28,179
Deficit accumulated during development stage (47,695)
Total Stockholders' Equity (Deficit) (16,008)
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,
1999 1998 1999
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES
General and administrative 4,404 14,948 43,940
Total Expenses 4,404 14,948 43,940
LOSS FROM OPERATIONS (4,404) (14,948) (43,940)
OTHER EXPENSE
Interest expense (1,647) (293) (3,755)
Total Other Expense (1,647) (293) (3,755)
NET LOSS $ (6,051) $ (15,241)$(47,695)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING $ 3,507,500 $ 3,507,500
</TABLE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Company)
Statements of Stockholders' Equity (Deficit)
From Inception on April 22, 1983 to December 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 cash 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 on
April 22, 1983
through
December 31, 1986 - - - (18,049)
Balance,
December 31, 1986 3,050,000 3,050 13,450 -
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)
Expenses paid
on the Company's
behalf (unaudited) - - 5,754 -
Net loss for
the year
ended December
31, 1999 (unaudited) - - - (6,051)
Balance,
September 30, 1999
(unaudited) 3,507,500 $ 3,508 $ 28,179 $ (47,695)
</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,
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (6,051) $ ( 15,241) $ (47,695)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Common stock issued for services - 4,575 4,575
Changes in operating assets and
liabilities:
Increase (decrease) in accounts
payable (1,350) 9,448 14,361
Increase in accrued interest 1,647 - 1,647
Net Cash Used by Operating
Activities (5,754) ( 1,218) (27,112)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - - 16,500
Additional paid-in capital 5,754 1,218 10,612
Net Cash Provided by Financing
Activities 5,754 1,218 27,112
NET INCREASE 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, 1999 and 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 Common Share
Basic loss per common share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.
December 31,
1999 1998
Numerator - loss $ (6,051) $ (15,241)
Denominator - weighted average number of
shares outstanding 3,507,500 3,507,500
Loss per share $ (0.00) $ (0.00)
d. Provision for Taxes
At December 31, 1999, the Company had net operating loss carry forward
of approximately $46,000 that may be offset against future taxable
income from the year 1998 through 2019. 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 carry forward
will expire unused. Therefore, the potential tax benefits of the loss
carry forward 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.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
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.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships
- --------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings
- ----------------------------------------
Except as indicated below and to the knowledge of management, during
the past five years, no present or former director, person nominated to become
a director, executive officer, promoter or control person of the Company:
(1) Was a general partner or executive officer of any business by
or against which any bankruptcy petition was filed, whether at
the time of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of
a pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting his involvement in any type of
business, securities or banking activities:
(4) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission or the
Commodity Futures Trading Commission to have violated any
federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or
vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Each of the Company's directors has filed a Form 3 Statement of
Beneficial Ownership with the Securities and Exchange Commission; there have
been no changes in their beneficial ownership of shares of common stock of the
Company since the filing of their Forms 3.
Item 10. Executive Compensation.
-----------------------
Cash Compensation
- -----------------
The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
<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.,12/31/99 0 0 0 0 0 0 0
President, 12/31/98 0 0 0 0 0 0 0
W. Scott
Thompson, 12/31/99 0 0 0 0 0 0 0
Secretary 12/31/98 0 0 0 0 0 0 0
</TABLE>
Immediately prior to the filing of the Company's 10-SB 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, of the 10-SB Registration Statement, as amended. Also,
see Item 13 of this Report.
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, 1999 or 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.
Bonuses and Deferred Compensation
- ---------------------------------
None.
Compensation Pursuant to Plans
- ------------------------------
None.
Pension Table
- -------------
None; not applicable.
Other Compensation
- ------------------
None.
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
- --------------------
None.
Termination of Employment and Change of 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 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date of
this Report:
<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 (1) 37.43%
5227 Cripple Creek Court
Houston, Texas 77017
W. Scott Thompson 194,000 (2) 5.53%
6371 Richmond, #200
Houston, Texas 77057
World Securities, Ltd. 260,000 7.41%
Box 1040
Schroder Cayman Bank & Trust
Georgetown, Grand Cayman,
BWI
TOTALS: 2,221,400 63.32%
</TABLE>
(1) A total of 125,000 of these shares are held jointly by Mr. Silvey
and his wife, Helen Silvey. Due to their marital relationship,
Ms. Silvey may be deemed to be the beneficial owner of all shares
held in Mr. Silvey's name.
(2) Includes shares held as custodian for Traci L. Thompson, his
daughter.
The Company is unable to locate either W. B. Phillips, Trustee FBO
ECO Industries; World Securities Ltd.; or the current beneficial owners of the
shares held of record by George Bethurum, who is deceased. These holders
collectively own approximately 20% of the outstanding shares of the Company's
common stock. This inability may make it difficult or impossible to assemble
a quorum of stockholders and may impair the Company's ability to take certain
actions, such as amending its Articles of Incorporation, that require the
approval of stockholders.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date of this Report, 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 (1) 37.43%
5227 Cripple Creek Court
Houston, Texas 77017
W. Scott Thompson 194,000 (2) 5.53%
6371 Richmond, #200
Houston, Texas 77057
TOTALS 1,507,000 42.97%
(1) A total of 125,000 of these shares are held jointly by Mr. Silvey
and his wife, Helen Silvey. Due to their marital relationship,
Ms. Silvey may be deemed to be the beneficial owner of all shares
held in Mr. Silvey's name.
(2) Includes shares held as custodian for Traci L. Thompson, his
daughter.
Changes in Control
- ------------------
To the knowledge of the Company's management, there are no present
arrangements or pledges of the Company's securities which may result in a
change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
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, promoter or founder
or parent except the following: immediately prior to the filing of the
Company's 10-SB 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, of the 10-SB Registration Statement, and
Item 13 of this Report.
Item 13. Exhibits and Reports on Form 8-K.*
---------------------------------
Reports on Form 8-K
None.
Exhibits*
(i)
Where Incorporated
in this Report
--------------
10-SB Registration Statement, as amended** Part I, Part II
Annual Report on Form 10-KSB for the Part I
calendar year ended December 31, 1998**
(ii)
Exhibit
Number Description
- ------ -----------
27 Financial Data Schedule
* Summaries of all exhibits contained within this
Report 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
Pursuant to the requirements of Section 13 or 15(d) 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: 5/15/2000 By/s/William A. Silvey, Jr.
------------ ----------------------
William A. Silvey, Jr.
President and Director
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 Registrant and in the capacities and on the dates indicated:
BETHURUM LABORATORIES, INC.
Date: 5/15/2000 By/s/William A. Silvey, Jr.
------------- ----------------------
William A. Silvey, Jr.
President and Director
Date: 5/16/2000 By/s/W. Scott Thompson
------------ ----------------------
W. Scott Thompson, Director
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-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> 16008
<BONDS> 0
0
0
<COMMON> 3508
<OTHER-SE> (19516)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4404
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1647
<INCOME-PRETAX> (6051)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6051)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
