U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-25167
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BETHURUM LABORATORIES, INC.
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(Name of Small Business Issuer in its Charter)
UTAH 76-0050046
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
6371 Richmond, #200
Houston, Texas 77057
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (713) 266-8005
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
September 30, 2000
Common - 3,300,750 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2000 and December 31, 1999
<PAGE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
September 30, December 31,
2000 1999
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 15,514 $ 14,361
Accrued interest 1,647 1,647
Total Liabilities 17,161 16,008
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; authorized 100,000,000 common
shares at $0.001 par value; 3,300,750 and
350,750 shares issued and outstanding 3,301 351
Additional paid-in capital 346,174 31,336
Stock subscription receivable (100,000) -
Deficit accumulated during development stage (266,636) (47,695)
Total Stockholders' Equity (Deficit) (17,161) (16,008)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
For the For the October 9,
Nine Months Ended Three Months Ended 1968 Through
September 30, September 30, September 30,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 218,941 2,167 213,485 274 262,881
Total Expenses 218,941 2,167 213,485 274 262,881
LOSS FROM OPERATIONS (218,941) (2,167) (213,485) (274) (262,881)
OTHER EXPENSE
Interest expense - - - - (3,755)
Total Other Expense - - - - (3,755)
NET LOSS $ (218,941) $ (2,167)$(213,485) $ (274) $(266,636)
BASIC LOSS PER SHARE $ (0.23) $ (0.01) $ (0.12) $(0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 964,800 350,750 1,825,750 350,750
</TABLE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Company)
Statements of Stockholders' Equity (Deficit)
From Inception on April 22, 1983 to September 30, 2000
<CAPTION>
Deficit
Accumulated
Additional Stock During the
Common Stock Paid-in Subscription Development
Shares Amount Capital Receivable Stage
<S> <C> <C> <C> <C> <C>
Balance on inception - $ - $ - $ - $ -
Issuance of common
stock for cash at
inception at
approximately $.05
per share 30,000 30 1,470 - -
Issuance of common
stock for cash at
$0.06 per share 250,000 250 14,750 - -
Common stock issued
during
reorganization
agreement 1,000,000 1,000 (1,000) - -
Cancellation of
common stock
from divestiture
agreement (975,000) (975) 975 - -
Net loss from
inception on
April 22, 1983
through
December 31, 1986 - - - - (18,049)
Balance,
December 31, 1986 305,000 305 16,195 - -
Net loss for
the year ended
December 31, 1987 - - - - (124)
Balance,
December 31, 1987 305,000 305 16,195 - (18,173)
Net loss for
the year ended
December 31, 1988 - - - - (134)
Balance,
December 31, 1988 305,000 305 16,195 - (18,307)
Net loss for
the year ended
December 31, 1989 - - - - (144)
Balance,
December 31, 1989 305,000 305 16,195 - (18,451)
Net loss for
the year ended
December 31, 1990 - - - - (156)
Balance,
December 31, 1990 305,000 $ 305 $ 16,195 - $ (18,607)
Net loss for
the year ended
December 31, 1991 - - - - (169)
Balance,
December 31, 1991 305,000 305 16,195 - (18,776)
Net loss for
the year ended
December 31, 1992 - - - - (182)
Balance,
December 31, 1992 305,000 305 16,195 - (18,958)
Net loss for
the year ended
December 31, 1993 - - - - (196)
Balance,
December 31, 1993 305,000 305 16,195 - (19,154)
Net loss for
the year ended
December 31, 1994 - - - - (213)
Balance,
December 31, 1994 305,000 305 16,195 - (19,367)
Net loss for
the year ended
December 31, 1995 - - - - (229)
Balance,
December 31, 1995 305,000 305 16,195 - (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 305,000 305 16,195 - (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 305,000 $ 305 $ 19,835 - $ (26,403)
Expenses paid on
the Company's
behalf - - 1,218 - -
Common stock issued
for services at
$0.10 per share 45,750 46 4,529 - -
Net loss for
the year ended
December 31, 1998 - - - - (15,241)
Balance,
December 31, 1998 350,750 351 25,582 - (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,
December 31, 1999 350,750 $ 351 $ 31,336 - $ (47,695)
Expenses paid on
Company's behalf
(unaudited) - - 5,288 - -
Common stock issued
for cash at $0.01
per share(unaudited) 1,250,000 1,250 11,250 - -
Common stock issed
for cash @ $0.12 per
share (unaudited) 1,700,000 1,700 298,300 (100,000) -
Net loss for the nine
months ended September
30, 2000 (unaudited) - - - - (218,941)
Balance, September 30,
2000 (unaudited) 3,300,750 $3,301 $ 346,174 $(100,000) $(266,636)
</TABLE>
<TABLE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
For the For the October 9,
Nine Months Ended Three Months Ended 1968 Through
September 30, September 30, September 30,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(218,941) $ (2,167) $(213,485) $ (274) $(266,636)
Adjustments to reconcile
net loss to net cash
(used) by operating
activities:
Common stock issued for
services - - - - 4,575
Changes in operating assets
and liabilities:
Increase (decrease) in
accounts payable 1,153 (3,587) (1,673) (2,489) 15,514
Increase (decrease) in
accrued interest - - - - 1,647
Net Cash (Used) by Operating
Activities (217,788) (5,754) (215,158) (2,763) (244,900)
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 212,500 - 212,500 - 229,000
Additional paid-in capital 5,288 5,754 2,658 2,763 15,900
Net Cash Provided by Financing
Activities 217,788 5,754 215,158 2,763 244,900
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
September 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Bethurum Laboratories,
Inc., (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. The
Company has redomiciled to the British Virgin Islands.
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.
On July 31, 2000 management approved a 1 for 10 reverse split of its
outstanding common stock. All references to shares outstanding and loss
per share have been retroactively restated.
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.
d. Provision for Taxes
At September 30, 2000, the Company had net operating loss carryforwards
of approximately $265,000 that may be offset against future taxable
income 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 carryforwards will expire unused.
Therefore, the potential tax benefits of the loss carryforwards are
offset by a valuation allowance of the same amount.
<PAGE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Notes the Financial Statements
September 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
f. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a
fair presentation. Such adjustments are of a normal recurring nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company.
NOTE 3 - MATERIAL EVENTS
Effective July 19, 2000, pursuant to a Securities Purchase Agreement
(the Benchmark Agreement) with Benchmark Merchant Partners, LC
("Benchmark"), Bethurum Laboratories, Inc., a Utah corporation
("Bethurum"), offered and sold an aggregate of 2,950,000 shares of its
"restricted securities" (common stock) for an aggregate of $312,500,
$100,000 of which was represented by a promissory note. 1,250,000 of
these shares were sold at $0.01 per share to persons who had assisted
Bethurum since the recommencement of its development stage approximately
three years ago (the "Consulting Group"); and 1,700,000 of these shares
were issued at $0.12 per share to Benchmark, an entity believed by
Bethurum's management to be capable of assisting Bethurum in acquiring
businesses engaged in the industries encompassed by its new Business
Plan.
<PAGE>
BETHURUM LABORATORIES, INC.
(A Development Stage Company)
Notes the Financial Statements
September 30, 2000 and December 31, 1999
NOTE 3 - MATERIAL EVENTS (Continued)
Substantially all of the funds ($312,500), net of offering expenses,
will be expended for payment of services and outstanding liabilities,
past and present, and current legal and accounting expenses of Bethurum.
In addition, the Benchmark Agreement provided that: (i) all 1,700,000
shares issued to Benchmark would be pledged to secure payment of the
$100,000 promissory note of Benchmark that was executed and delivered to
Bethurum as partial payment of the purchase price of the 1,700,000
shares, and which promissory note is due and payable on the earlier of
the completion of an Agreement and Plan of Reorganization (the
"Acquisition Agreement") with a wireless telecommunications network
company serving developing foreign markets with strong growth potential
and limited competition that has annual revenues of no less than
$50,000,000 USD, earnings before interest, taxes, depreciation and
amortization of no less than $12,500,000 USD and stockholders' equity of
not less than $10,000,000 USD (*the "Suitable Reorganization
Candidate"); (ii) if the Acquisition Agreement is not completed by
December 31, 2000, the 1,700,000 shares issued to benchmark shall be
canceled to Bethurum's treasury, the promissory note will be canceled
and Bethurum will pay Benchmark the sum of $75,000, retaining the
$125,000 balance of the purchase price of the 1,700,000 shares as
liquidated damages; (iii) all 2,950,000 shares issued were accorded
"registration rights" providing for the filing of a registration
statement covering such securities, along with all securities heretofore
issued by Bethurum during any period when it may have been deemed to
have been a "shell" company, within 45 days of the completion of the
Acquisition Agreement.
Bethurum has no written agreement or other understanding or arrangement
with any Suitable Reorganization Candidate, and the completion of the
Acquisition Agreement is conditioned upon the finding of a suitable
Reorganization Candidate that satisfies the conditions outlined above
and the Acquisition Agreement prior to December 31, 2000. No assurance
can be given Reorganization Candidate will be completed.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. On June 15, 2000,
the Company's Board of Directors adopted a Business Plan providing for
Bethurum to develop and market wireless telecommunications networks in the
developing markets in third world countries and to raise the necessary capital
to engage in this industry. The Company has filed an S-4 Registration
Statement with the Securities and Exchange Commission that became effective
October 11, 2000, regarding changing its domicile to the British Virgin
Islands; this Registration Statement is incorporated herein by reference. See
Item 6.
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.
----------------------
At September 30, 2000, the Company had $0 in assets and $17,161 in
liabilities. The Company had no revenues for the three months ended September
30, 2000 and 1999, with $213,485 and $274 in expenses, for net losses of
($213,485) and ($274), respectively. The Company had no revenues for the nine
months ended September 30, 2000 and 1999, with $218,941 and $2,167 in
expenses, for net losses of ($218,941) and ($2,167), respectively.
The Company incurred losses of ($218,941) for the period ended
September 30, 2000; and ($2,167) for the period ended June 30, 1999. 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 reports
with the Securities and Exchange Commission.
Liquidity.
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At September 30, 2000, the Company had no current assets, with total
current liabilities of $17,161. Total stockholder's equity was ($17,161).
During the period ended September 30, 2000, capital contributions by
a principal stockholder amounted to $5,288; $312,500 was received from the
sale of "restricted securities;" and, the amount of $5,754 was similarly
contributed during the year ended December 31, 1999.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
On July 30, 2000, the Company approved a 1 for 10 reverse split of
its outstanding common stock, effective on August 14, 2000.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company has filed an S-4 Registration Statement with the
Securities and Exchange Commission that became effective October 11, 2000.
The Company had a stockholders meeting scheduled for November 10, 2000, to
vote on changing the Company's domicile to the British Virgin Islands; this
action was approved at the stockholders meeting.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Annual Report for the year ended December 31, 1999.*
S-4 Registration Statement that became effective October 11,
2000.
(b) Reports on Form 8-K.
8-K Current Report dated July 19, 2000, filed with the
Securities and Exchange Commission on August 7, 2000.
*Incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
BETHURUM LABORATORIES, INC.
Date: 11/20/2000 By/s/William A. Silvey, Jr.
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William A. Silvey, Jr., Director
and President
Date: 11/20/2000 By/s/W. Scott Thompson
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W. Scott Thompson, Director
Secretary
