FORM 10-KSB
SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _____________
Commission File No. 33-25779
THE BUD FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1100609
- ------------------------------ -------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
33806 North 70th Way, Terra Vita #BH-36
Scottsdale, Arizona 85377
- ------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602)488-8431
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1)
has filed all reports required to be filed by Section 13 or 15 (d)
of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such
reports), and (2) has been subject to such filing requirements for
the
past 90 days. Yes X No
The aggregate market value of the common voting stock
held by non-affiliates as of December 31, 1995: Not
Determinable.
Shares outstanding of the Registrant's common stock as
of December 31, 1995: 1,781,000 shares.
<page 1>
PART I
Item 1. Description of Business.
(a) General Development of Business.
The Bud Financial Group, Inc. (the "Registrant"
or "Company") was incorporated in the State of Colorado on June
6, 1988, to raise capital and then seek out, investigate and
acquire suitable assets and properties of any kind which
management believed had good business potential. No
specific type of business or industry was pre-determined or
contemplated. The Company was formed as a public blind pool
(blank check) company, for the purpose of seeking a business
acquisition without regard to any specific industry or
business.
The Company's public offering was made pursuant to
a Registration Statement on Form S-18 filed under the
Securities Act of 1933 with the Securities and Exchange
Commission in Denver, Colorado. The Company raised $9,500.00
through the sale of 95,000 shares of par value $.0001 Common
Stock. The offering was declared effective on February 14,
1990 and was completed on July 12, 1991.
On January 10, 1992, the Board of Directors gave 30
days written notice of expiration of all the Company's
outstanding 3,000,000 "A" warrants, exercisable at $.20 and
all of the Company's outstanding 3,000,000 "B" warrants,
exercisable at $.50 to all holders thereof. Consequently,
all "A" and "B" warrants expired without exercise.
On January 13, 1992, the Board of Directors authorized
the issuance of 400,000 shares and 100,000 shares of par
value $0.0001 Restricted Common Stock respectively to its
President, Thomas L. McCrimmon and its Vice President, David
G. Barker in consideration for services rendered to the
Company valued at $500. The Company's Transfer Agent actually
issued the shares on May 26, 1992.
<page 2>
On May 29, 1992, the Board of Directors issued
100,000 shares of par value $0.0001 Restricted Common Stock to
its Vice President, Arnie Ford and 100,000 each to two
unaffiliated individuals for an aggregate 300,000 shares in
consideration for services rendered to the Company valued at
$300.
On August 16, 1993, the Board of Directors issued
10,000 shares of par value $0.0001 Restricted Common Stock,
5,000 shares each to its Vice President, Arnie Ford, and to
an unaffiliated individual in consideration for services
rendered to the Company valued at $500.
On December 3, 1993, the Board of Directors issued
400,000 shares of par value $0.0001 Restricted Common
Stock to its President, Thomas L. McCrimmon in
consideration for services rendered to the Company valued at
$500.
On June 27, 1994, the Board of Directors issued
1,000,000 shares of par value $0.0001 Restricted Common Stock to
CanAmerican Business Capital, Inc., in consideration of a
cash payment of $5,000 in order to pay legal, accounting and
filing expenses of the Company. CanAmerican Business
Capital, Inc., immediately sold these shares to Larry E.
Clark. Larry E. Clark also acquired 575,000 shares of par
value $0.0001 Common Stock from other shareholders of the
Company.
On October 31, 1994, the Company's board of
directors authorized the issuance of 6,000,000 restricted
shares of par value $0.0001 common stock to Larry E. Clark,
the Company President, for a total consideration of $30,000;
$5,000 in
cash and $25,000 in the form of a promissory note payable by a
third party.
<page 3>
On December 19, 1994, the Company's board of
directors authorized a 1 for 5 reverse split of the Company's
common stock effective January 4, 1995 with a record date of
January 3, 1995. Also, on December 19, 1995, the Company's
board of directors authorized the issuance of 56,800 shares
of its restricted Series A Preferred Stock to Larry E. Clark,
the Company president, in exchange for his net proceeds in
the amount of $128,032.20 from his brokerage sale of 56,800
shares of Common Stock of Radiation Care, Inc. The Company
then used such proceeds to purchase 56,800 shares of
Radiation Care, Inc. Common Stock in another brokerage
transaction.
On January 12, 1995, the Company sent a Private
Placement Memorandum to approximately 30 shareholders of
Radiation Care, Inc. who the Company reasonably believed
to be "accredited investors", as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of
1933, The Private Placement Memorandum sought to have such
individuals exchange their shares of Radiation Care, Inc.
for shares of the Company's Series A Preferred Stock. The
Company received no offers to enter into such exchanges from
any of such individuals prior to the March 31, 1995
expiration date.
On April 1, 1995, the board of directors of the Company,
by unanimous consent, agreed to rescind and cancel the December
19, 1994 transaction with Larry E. Clark and return to Mr.
Clark the sum of $128,032.20 he had paid for 56,800 shares
of Series A Preferred stock of the Company on the conditions
that the shares of Series A Preferred Stock were returned and
canceled and that the Company keep the approximately
$21,000.00 profit it had made on the sale of the Radiation
Care, Inc. shares.
On June 10, 1996, Larry E. Clark sold 1,415,000 shares
of common stock of Company to a group consisting of Ronald
Conquest, Jay S. Hoffman, T.L. "Thom" Holmes and Steven E.
Trabish. Please see Item 13(b).
<page 4>
(b) Financial Information about Industry Segments
The Registrant does not presently have separate
industry segments.
(c) Narrative Description of the Business
The Company's current business plan is to seek one or
more potential business ventures, anywhere in the United
States, which, in the opinion of management may warrant
involvement by the Company. The Company recognizes that
because of its limited financial, managerial and other
resources, the type of suitable potential business ventures
which may be available to it will be extremely limited. The
Company's principal business objective will be to seek
long-term growth potential in the business venture in
which it participates rather than to seek immediate, short-term
earnings. In seeking to attain the Company's business
objective, it will not restrict its search to any
particular business or industry, but may participate in a
business venture of essentially any kind or nature. It is
emphasized that the business objectives discussed herein are
extremely general and are not intended to be restrictive
upon the discretion of management.
The Company will be subject to certain reporting
obligations to the Securities and Exchange Commission and must
submit certain
information about significant acquisitions including
certified financial statements for up to three prior fiscal
years. Thus, it is the intention of management to look for
acquisitions which can meet these requirements.
The Company will not restrict its search for any
specific kind of firms, but may acquire a venture in its
preliminary or development stage, may participate in a
business which is already in operation or in a business in
various stages of its corporate existence. It is impossible to
predict at this stage the status of any venture in which the
<page 5>
Company may participate, in that the venture may need
additional capital, may merely desire to have its
shares publicly traded, or may seek other perceived
advantages which the Company may offer. In some instances,
the business endeavors may involve the acquisition of or merger
with a corporation which does not need substantial additional
cash but which desire to establish a public trading market for
its common stock.
The Company may acquire a business venture by conducting
a reorganization involving the issuance of securities in
the Company. Due to the requirements of certain provisions
of the Internal Revenue Code of 1954 (as amended) in order
to obtain certain beneficial tax consequences in such
reorganizations, the number of shares held by all of the
present shareholders of the Company prior to such
transaction or reorganization, including persons purchasing
shares in this offering, may be substantially less than the
total outstanding shares held by such shareholders in any
reorganized entity. As noted above, such a transaction may
be based upon the sole determination of management without
any vote or approval by the shareholders of the Company.
The result of any such reorganization could be additional dilution
to the shareholders of the Company prior to such
reorganization. If the Company were to issue substantial
additional securities in any such reorganization, or
otherwise, such issuance may have an adverse effect on any
trading market which may develop in the Company's securities
in the future.
Item 2. Office Facilities and Employees.
The Company has no employees. The Company
presently maintains its business office at 33806 North 70th
Way, Terra Vita #BH-36, Scottsdale, Arizona 85377, which is
the home/business office of its President.
<page 6>
Item 3. Properties.
The Registrant presently has no properties, no
significant assets and no significant operating capital.
Item 4. Legal Proceedings.
There are not currently any material pending
legal proceedings to which the Registrant is a party and
no such proceedings are known to the Registrant to be
threatened or contemplated by or against it.
Item 5. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security
holders through solicitation of proxies or otherwise during
the fourth quarter of the fiscal year covered by this report.
<page 7>
PART II
Item 6. Market for Registrant's Common Equity and
Related Stockholder Matters.
(a) Market Information.
There is presently no established public trading market
for the Registrant's common stock. Present management is
unaware of any active trading within the past two years.
(b) Holders.
The approximate number of record holders of the
Registrant's common stock as of December 31, 1995 is 16.
(c) Dividends.
The registrant has not paid any cash dividends to date
and does not anticipate or contemplate paying dividends
in the foreseeable future. It is the present intention of
management to utilize all available funds for the development
of the Company's business.
Item 7. Selected Financial Data.
The Company is authorized by its Certificate
of Incorporation to issue up to 500,000,000 shares of common
stock, $.0001 par value. The Company is also authorized
by it's Certificate of Incorporation to issue up to 40,000,000
shares of preferred stock at $.0001 par value.
Item 8. Managements Discussion and Analysis of
Financial Conditions and Results of Operations.
<page 8>
During the fiscal year 1995, the Company continued to be
a development stage entity and as yet has posted no sales
or revenues except income earned from investments.
Pursuant to Colorado law, 50% of the funds raised in
the initial public offering are being held in an interest
bearing escrow account. Such funds will be held in escrow
until the Company identifies a specific line of business and
as a result a transaction or series of transactions utilizing
at least 50% of the gross proceeds received from the sale
of the registered securities are committed as defined in
Colorado Rule 3.4 A-6.
(a) Results of Operations - 1995
Expenses during 1994 and 1995 consisted of attorney's
and auditors's fees, filing fees, and general operating
expenses. The Company anticipates operating costs will
increase during the next fiscal year due to acquisitions and
acquisitions costs.
As of December 31, 1995, the Company had no material commitments
for capital expenditures. During 1994 the Company purchased
56,800 shares of Radiation Care, Inc., in a brokerage
transaction. During 1995 these shares were sold at a gain of
approximately $21,000.00.
(b) Results of Operations.
The Company is still in the development stage and has
no ongoing operations.
Item 9. Financial Statements.
Audited financial statements are included elsewhere
herein as part of this report. The Company has only assets
and minimal liabilities therefore no selected financial data is
presented.
<page 9>
Item 10. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
There have not been any disagreements between the
Registrant and its certifying accountants on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, or any other
reportable event. The change of the Registrant's registered
office from Tampa, Florida to Scottsdale, Arizona during the
fiscal year necessitated a change in its certifying
accountants in order to keep the expense as economical as
possible.
<page 10>
PART III
Item 11. Directors and Executive Officers.
(a) Identification of Directors.
Name Age Position Held
Larry E. Clark* Director and President
Donna J. Rose* Director
Jacquelyn Clark* Secretary, Treasurer and
Director
(b) Identification of Executive Officers
Same as above.
(c) Significant Employees.
The Registrant has no significant employees.
(d) Family Relationships.
Jacquelyn Clark is the spouse of Larry E. Clark, Donna
J. Rose is the daughter-in-law of Larry E. Clark and
Jacquelyn Clark.
(e) Business Experience.
(1) Background.
Larry E. Clark, President and Director*
Larry E. Clark attended the Colorado School of Mines
and graduated in 1943 from the U.S. Merchant Marine Academy
with a degree in Naval Science, and graduated in 1948
from the University
* This individual has resigned as an officer and
director effective July 1, 1996. Please see Item 13(b)
<page 11>
of Wyoming with a degree in Business Administration. From
1963 to 1969, he was President of Clark-Knoll & Associates,
Inc., a Denver Colorado management consulting firm
specializing in corporate mergers and acquisitions. After
moving to Salt Lake City, Utah, Mr. Clark served from 1970
to 1975 as President of Petro-Silver, Inc., a small public
company which engaged in the oil and gas business. He was
instrumental in purchasing and enlarging the Bauer, Utah
refinery for Petro-Silver, Inc. This is the only known refinery
for the extraction and processing of fossil resin from coal.
This plant was later acquired by Hercules, Inc.
From 1975 to 1981, Mr. Clark was President of Larry Clark
& Associates and engaged in corporate mergers and acquisitions.
In 1981, Mr. Clark formed Hingeline-Overthrust Oil & Gas,
Inc., which became a public company through an Initial Public
Offering the same year. The Company was subsequently merged
into Whiting Petroleum Corporation of Denver, Colorado and Mr.
Clark served on the Whiting Board of Directors until the
corporation was merged into I.E.S. Industries in 1992. Since
that time, Mr. Clark has returned to personal investments
and his merger and acquisition work as President of Larry Clark
& Associates.
Donna J. Rose, Director*
Donna J. Rose, a fellow with the American College of
Health Care, Administrators, is currently the Administrator at
North Las Vegas Care Center, a 182-bed skilled care nursing
facility. The property is owned by Horizon HealthCare
Facility.
In 1993 Governor Bob Miller appointed Ms. Rose to the
Nevada State Board of Examiners for Nursing Home
Administrators.
In 1994 she was elected Secretary/Treasurer of that Board.
Among her other activities, Ms. Rose serves as a member
of the Nursing Advisory Board for Southern Nevada Community
College, she
* This individual has resigned as an officer and
director effective July 1, 1996. Please see Item 13(b)
<page 12>
is a member of the Board of Directors of the Nevada Chapter
of the American College of Health Care Administrators, and
past Southern Council Chair of the Nevada Health Care
Association.
A graduate from San Francisco State University, Ms.
Rose earned a M.A. in Administration from Brigham Young
University in Provo, Utah. She has been a health care
administrator for over ten years.
Donna J. Rose is the daughter-in-law of the
Company president, Larry E. Clark.
Jacquelyn Clark, Director and Secretary-Treasurer*
Jacquelyn Clark attended Utah State University and
Arizona State University where she studied Business and
Secretarial Science. Mrs. Clark worked as an executive
secretary for six years for Humble Oil (Exxon) in Los Angeles
and for Richfield Oil in Salt Lake City. Mrs. Clark worked
for several years as a legal secretary with a Salt Lake City
law firm.
For the past fifteen years, Mrs. Clark has been a
director and secretary-treasurer of Vector Equipment Company,
Inc. in Salt Lake City, Utah. In recent years she has served
on many local committees and other civic activities.
Jacquelyn Clark, is the wife of Company president, Larry
E. Clark.
(2) Directorships.
Larry E. Clark*, is a director in InMedica
Development Corporation, a Utah corporation, which is
subject to the requirements of Section 15(d) of the Exchange
Act. None of the Registrant's other directors, nor any
person nominated or chose
to become a director holds any other directorships in any other
* This individual has resigned as an officer and
director effective July 1, 1996. Please see Item 13(b)
<page 13>
company with a class of securities registered pursuant to
Section 12, of the Exchange Act or subject to the requirements
of Section 15(d) of such Act or any company registered
as an investment company under the Investment Company Act
of 1940.
(f) Involvement in Certain Legal Proceedings.
None.
(g) Compliance with Section 16(a) of the Exchange
Act Not applicable.
Item 12. Executive Compensation.
(a) Cash Compensation.
During the last fiscal year, none of the
registrant's officers or directors individually received any
salary, wage or other compensation. During the current
fiscal year the registrant has no present plans to pay
compensation to officers or directors.
(b) Compensation Pursuant to Plans.
There are presently no retirement, stock option or
other plans or arrangements pursuant to which cash or
non-cash compensation was paid or is proposed to be paid or
distributed in the future to any of the current executive
officers of the Registrant.
(c) Other Compensation.
There is no other compensation paid to executive officers.
(d) Compensation of Directors.
None.
<page 14>
Item 13. Security Ownership of Certain Beneficial Owners
and Management.
(a) Security Ownership of Certain Beneficial Owners.
The following tabulates holdings of Common Shares of The
Bud Financial Group, Inc., as of June 10, 1996, held
by all Directors, Officers and Principal Shareholders
individually and as a group.
Number of Shares
Names and Addresses of of Common Stock Percent of
Officers and Directors (1) Owned Common Stock
- ---------------------- ---------------- -----------
Thomas L. McCrimmon 150,000 8%
3816 West Linbaugh, #408
Tampa, Florida 33624
Larry E. Clark 100,000 6%
33806 North 70th Way, Terra Vita #B-36
Scottsdale, Arizona 85377
Ronald Conquest, Jay S. Hoffman, T.L. 1,415,000 79%
"Thom" Holmes and Steven E. Trabish
c/o 1999 Avenue of the Stars, Ste. 2050
Los Angeles, California 90067
See Section 13(b)
All officers and
directors as a group (3 persons) 100,000 79%
(b) Changes in Control.
On June 10, 1996, Larry E. Clark sold 1,415,000
shares (approximately 79%) of Company to a group consisting
of Ronald Conquest, Jay S. Hoffman, T.L. "Thom" Holmes
and Steven E. Trabish. As a part of this transaction Mr.
Clark, Donna J. Rose and Jacquelyn Clark resigned as
directors of Company effective July 1, 1996. Ronald
Conquest, John H. Berry and T.L. "Thom" Holmes were appointed
as new directors of Company effective July 1, 1996.
Item 14. Certain Relationships and Related Transactions.
See Item 1(a), General Development of Business
under Description of Business.
<page 15>
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) The following documents are filed as a part of
this report:
1. Financial Statements examined and reported upon
by Thomson and Co., Independent Certified Public Accountants,
containing Balance Sheets at December 31, 1995, and Statements
of Operations, Shareholders Equity (Deficit) and Cash Flows for
the three fiscal years preceding December 31, 1995, together
with
consent of accountants.
2. Financial Statement Schedules are not applicable.
3. Form 8-K filed by Company dated June 10, 1996.
4. Exhibits listed in the following index are included
as part of this report. Those documents which have previously
been filed as an exhibit to a registration statement or report
under
the Securities Act or the Exchange Act are incorporated herein
by reference into such reports and are marked "previously
filed."
EXHIBIT INDEX
No. Description
3.1 Articles of Incorporation Previously Filed
3.2 Articles of Amendment Previously Filed
3.3 By-Laws Previously Filed
4.1 Specimen Stock Certificate Previously Filed
<page 16>
SIGNATURES
Pursuant to the requirements of Section 13, or 15(d) of
the Securities and Exchange Act of 1934, the Registrant had
duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized in the city of Salt Lake,
State of Utah on this 26th day of June, 1996.
THE BUD FINANCIAL GROUP, INC.
Dated: June 26, 1996 By: /s/ Larry E. Clark
Larry E. Clark, President
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed by the following
persons in the capacities and on the dates indicated.
Date: June 26, 1996 By: /s/ Larry E. Clark
Larry E. Clark, President
and Director
Date: June 26, 1996 By: /s/ Donna J. Rose
Donna J. Rose, Vice
President and Director
Date: June 26, 1996 By: /s/ Jacquelyn Clark
Jacquelyn Clark, Secretary
and Director
L7(b)10-K.bfg
<page 17>
THE BUD FINANCIAL GROUP, INC
(A Development Stage Company)
FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1995
WITH
INDEPENDENT AUDITOR'S REPORT
<page 18>
THE BUD FINANCIAL GROUP, INC
(A Development Stage Company)
CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4-5
Statement of Cash Flows 6
Notes to Financial Statements 7-9
<page 19>
Independent Auditor's Report
Directors and Stockholders'
THE BUD FINANCIAL GROUP, INC.
Salt Lake City, Utah
I have audited the accompanying balance sheet of The Bud
Financial Group, Inc. (a development stage company) as of
December 31, 1995 and the related statements of operations,
stockholders' equity and cash flows from July 1, 1994 to
December 31, 1995. These financial statements are the
responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based
on my audit. The financial statements of The Bud Financial
Group, Inc. from January 1, 1994 to June 30, 1994 and as to
development stage cumulative totals from inception (May 27,
1988) to June 30, 1994 were audited by other auditors whose
reports included an explanatory paragraph with respect to the
Company's ability to continue as a going concern.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements.
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. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of The Bud Financial Group, Inc. (a development stage
company) at December 31, 1995 and the results of its operations
and its cash flows from July 1, 1994 to December 31, 1995, 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 4, the Company is in the development stage
and has limited assets, working capital, and sustained losses
during its development stage which raise substantial doubt
about its ability to continue as a going concern. Management
plans regarding those matters are also discussed in Note 4.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Salt Lake City, Utah
May 16, 1996
<page 20>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December 31,
1995
-------------
CURRENT ASSETS
Cash in bank $ 725
Cash in escrow 5,391
Accrued interest receivable, less allowance
of $1,250 -
Deferred tax asset 3,938
---------
Total current assets 10,054
---------
OTHER ASSETS
Notes receivable, less allowance of $25,000 -
---------
TOTAL ASSETS $ 10,054
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 300
Advances from officer 4,500
Accrued interest payable 273
---------
Total current liabilities 5,073
---------
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value,
40,000,000 shares authorized; no shares
issued and outstanding -
Common stock, $.0001 par value, 500,000,000
shares authorized; 1,781,000 shares issued and
outstanding 178
Additional paid-in capital 53,743
Deficit accumulated during the development
stage (48,940)
---------
Total stockholders' equity 4,981
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,054
=========
The accompanying notes are an integral part of these financial
statements.
<Page 21>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For The For The Cumulative
Year Ended Year Ended During the
December 31, December 31, Development
1995 1994 Stage
------------ ------------- -----------
REVENUES
Interest Income $3,280 $748 $4,563
Gain on sale of
marketable securities 21,068 - 21,068
Other income - 6,769 6,769
Total revenues 24,348 7,517 32,400
EXPENSES
Amortization - - 500
Consulting 10,000 - 10,800
Interest 273 184 1,148
Miscellaneous - - 125
Offering expenses - - 12,000
Office expenses 31 2,377 2,542
Rent - 2,481 2,781
Research fees - - 300
Professional services 4,925 14,620 25,713
Stock transfer fees 1,342 177 2,507
Travel - - 612
Bad debt expense 26,250 - 26,250
Total expenses 42,821 19,839 85,278
NET INCOME (LOSS) BEFORE TAXES (18,473) (12,322) (52,878)
(PROVISIONS) FOR BENEFIT OF
INCOME TAXES 3,938 - 3,938
NET INCOME (LOSS) (14,535) (12,322) (48,940)
EARNINGS (LOSS) PER COMMON
SHARE $ (0.01) $ (0.01) $ (0.09)
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<page 22>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Cumulative
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage
--------- -------- ------------ -------------
BALANCE, Inception (May 27, 1988 - $ - $ - $ -
May 27, 1988, issuance of $.0001
par value common shares at
$.00125 per share 1,000,000 100 7,400 -
Rent for 1988 provided by the
Company's President - - 100 -
Net income (loss) from inception to
December 31, 1988 - - - (13,344)
BALANCE, December 31, 1988 1,000,000 100 7,500 (13,344)
Rent for 1989 provided by the
Company's President - - 100 -
Net income (loss) for the year
ended December 31, 1989 - - - (11,949)
BALANCE, December 31, 1989 1,000,000 100 7,600 (25,293)
Rent for 1990 provided by the
Company's President - - 100 -
Net income (loss) for the year
ended December 31, 1990 - - - (13,190)
BALANCE, December 30, 1990 1,000,000 100 7,700 (38,483)
Issuance of common shares
for cash at various dates at
$.10 per share 95,000 10 9,490 -
Net income (loss) for the year
ended December 31, 1991 - - - 23,234
BALANCE, December 31, 1991 1,095,000 110 17,190 (15,249)
Issuance of common stock for
services at approximately par
value ($.001) 800,000 80 721 -
Net Income (Loss) for the year
ended December 31, 1992 - - - (4,042)
BALANCE, December 31, 1992 1,895,000 190 17,911 (19,291)
Issuance of common stock
for cash at $.052 per share 10,000 1 519 -
Issuance of common stock
for services $.00075 per share 400,000 40 260 -
Cancellation of common shares issued (400,000) (40) 40 -
Net income (loss) for the
year ended December 31, 1993 - - - (2,792)
BALANCE, December 31, 1993 1,905,000 $ 191 $18,730 $(22,083)
</TABLE>
Continued page 23
The accompanying notes are an integral part of these financial
statements.
<page 23>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Cumulative
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage
-------- ------- -------- ------------
BALANCE, December 31, 1993 1,905,000 $191 $18,730 $(22,083)
Issuance of common stock
in exchange for services at
$.005 per share 1,000,000 100 4,900 -
Issuance of common shares
for $5,000 cash and $25,000 note,
December 1994 at $.005 per share 6,000,000 600 29,400 -
1 for 5 reverse split of
the Company's common stock (7,124,000) (713) 713 -
Net income (loss) for the year
ended December 31, 1994 - - - (12,322)
BALANCE, December 31, 1994 1,781,000 178 53,743 (34,405)
Net income (loss) for the year
ended December 31, 1995 - - - (14,535)
BALANCE, December 31, 1995 1,781,000 $178 $53,743 $(48,940)
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<page 24>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOW
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For The For the Cumulative
Year ended Year ended During the
December 31, December 31, Development
1995 1994 Stage
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(14,535) $(12,322) $(48,940)
Adjustments to reconcile
net income (loss) to net cash
used by operations
Organization costs - - (500)
Research fees paid by - - 300
common stock
Bad Debt allowance 26,250 - 26,250
Amortization - - 500
Forgiveness of debt - (6,259) (6,259)
Rent provided free - - 200
Deferred tax asset (3,938) - (3,938)
Changes in assets and
liabilities
Increase in accrued
interest receivable (625) (625) (1,250)
Increase (decrease) in
accounts payable (9,592) 7,877 993
Increase in accrued
interest payable 273 - 273
Increase in officer
advances - 1,452 1,452
Net cash provided
(used) by operations (2,167) (9,877) (30,919)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from borrowing - - 6,906
Repayments of borrowing-net (124,985) - (126,323)
Proceeds from sale of
investments 128,032 - 128,032
Proceeds from sale of
common stock - 100 18,420
Contribution to capital - 4,900 5,000
Common stock issued to pay
accounts payable - 5,000 5,000
Net cash provided by
financing activities 3,047 10,000 37,035
INCREASE (DECREASE) IN CASH 880 123 6,116
CASH - BEGINNING OF PERIOD 5,236 5,113 -
CASH - END OF PERIOD $6,116 $5,236 $6,116
NONCASH TRANSACTIONS
Stock issued to pay for
services and expenses $ - $5,000 $6,101
SUPPLEMENTAL DISCLOSURES
Interest $ 273 $ 184 $1,148
Taxes $ - $ - $ 40
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<page 25>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of
the State of Colorado on May 27, 1988 and has elected a fiscal
year end of December 31st. The Company was organized for the
primary purpose of seeking, evaluating, and merging with other
entities, and to seek financing as may be appropriate. The
Company has not commenced planned principle operations and is
considered a development stage company as defined in SFAS No.
7. The Company, has at the present time, not paid any
dividends and any dividends that may be paid in the future will
depend upon the financial requirement of the Company and other
relevant factors.
Earnings Per Share - The computation of earnings (loss) per
share of common stock is based on the weighted average number
of shares outstanding during the periods presented.
Organization Costs - The Company has amortized its
organization costs, which reflected amounts expended to
organize the company, over sixty (60) months using the straight-
line method.
Income Taxes - Due to net operating losses available at
December 31, 1995 no provision for income taxes has been made.
There are deferred income taxes resulting from expense items
being reported for financial accounting and tax reporting
purposes in different periods.
Cash and Cash Equivalents - For purposes of the statement of
cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less
to be cash equivalents. From Inception (May 27, 1995) to
December 31, 1995, from time to time, the Company has issued
stock for payment of services rendered and certain expenses.
There has been no non-cash investing or financing activities.
Use of 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 reporting period. Actual results could
differ from those estimates.
NOTE 2 - COMMON STOCK TRANSACTION
The Company was originally capitalized on May 27, 1988 by the
issuance of 1,000,000 common shares, 3,000,000 "A" common stock
purchase warrants, and 3,000,000 "B" common stock purchase
warrants to three individuals in exchange for $7,500. In
January, 1992 the Company recalled all of the outstanding
warrants.
The Company completed its public offering in July, 1991, having
sold 95,000 common shares for a total of $9,500. One-half of
the proceeds has been deposited in an escrow account as
required by the laws of the State of Colorado, and will be
released at such time as a specific line of business is
identified.
A certain number of common shares currently outstanding are
"restricted securities" and in the future may be sold in
compliance with Rule 144 adopted under the Securities Act of
1933, as amended.
<page 26>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - COMMON STOCK TRANSACTION - CONTINUED
On December 19, 1994, the Company's board of directors
authorized a 1-for-5 reverse split of the company's common
stock effective January 4, 1995 with a record date of January
3, 1995. Per share amounts and equity accounts have been
adjusted to reflect this transaction.
NOTE 3 - RELATED PARTY TRANSACTIONS
On June 27, 1994, the Company's Board of Directors authorized
to be issued 1,000,000 shares of par value $0.0001 Restricted
Common Stock to CanAmerican Business Capital, Inc., in
consideration of a cash payment of $5,000 in order to pay
legal, accounting and filing expenses of the Company.
CanAmerican immediately sold these shares to Larry E. Clark,
the Company President. Concurrently, CanAmerican also acquired
600,000 shares of Common Stock from other shareholders of the
Company. Such shares were also immediately sold by CanAmerican
to Larry E. Clark.
On October 31, 1994 the Company's Board of Directors authorized
the issuance of 6,000,000 restricted shares of par value
$0.0001 common stock to Larry E. Clark, for a total
consideration of $30,000; $5,000 in cash and $25,000 in the
form of a promissory note payable by a third party.
On December 19, 1994, the company's Board of Directors
authorized the issuance of 56,800 shares of its restricted
Series "A" Preferred Stock to Larry E. Clark, in exchange for
net proceeds in the amount of $128,032.20 from his brokerage
sale of 56,800 shares of common stock of Radiation Care, Inc.
The Company then used such proceeds to purchase 56,800 shares
of Radiation Care, Inc. in the market for $128,032.
On March 23, 1995, the Company sold the 56,800 shares of
Radiation Care, Inc. for $149,100.
On April 1, 1995 the Company's Board of Directors adopted, by
unanimous consent, to return to Larry E. Clark the sum of
$128,032 which he paid for the 56,800 shares of restricted
Series "A" preferred stock and the transaction was declared
rescinded and the shares of stock canceled. The Company kept
the approximately $21,000 profit it made by holding on to the
56,800 shares of Radiation Care, Inc. common stock until sold.
The Company in 1995 paid $10,000 for consulting and management
services to a related party.
NOTE 4 - GOING CONCERN
The company has experienced a loss of $18,473 in 1995. The
Company has very little operating capital and limited assets
and has sustained losses during its development stage. In light
of the above circumstances, the ability of the Company to
continue as a going concern is substantially in doubt. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Management believes their plans will provide the corporation
with the ability to continue in existence. Management plans to
maintain its filings and pay expenses to keep it in existence
and may sell stock or borrow funds to meet future cash and
operational needs. The Company will continue to seek a merger.
<page 27>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INCOME TAXES
Income tax (provision) or benefit consists of the following:
Estimated current taxes payable $ (1,167)
Deferred tax assets 3,938
Benefit of utilization of NOL carryforwards 1,167
--------
$ 3,938
The income tax provision differs from the expense that would
result from applying federal statutory rates to income before
taxes because of a temporary difference in the recognition of
uncollectible interest and note receivable for book and for tax
purposes.
For tax purposes, the Company had available at December 31,
1995, net operating loss ("NOL") carryforwards for regular
Federal income tax purposes of $34,345. $7,777 of this will be
used to offset the estimated current tax liability of $1,167 as
shown in the provision for income taxes above. The remaining
balance of NOL carryforwards of $26,568 will expire as shown
below. A valuation allowance of $3,985 has been established for
those tax credits which are not expected to be realized.
Year Amount
---- --------
2005 $ 6,287
2006 1,124
2007 4,043
2008 2,792
2009 12,322
-------
$26,568
========
NOTE 6 - NOTE RECEIVABLE
Due to the uncertainty as to the collectibility of the $25,000
note receivable and its associated accrued interest shown in
the balance sheet, a valuation allowance has been applied to
each amount. The combined amount of the allowances of $26,250
is shown as a bad debt expense in the statement of operations
for 1995.
<page 28>
THE BUD FINANCIAL GROUP, INC
(A Development Stage Company)
FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1994
WITH
INDEPENDENT AUDITOR'S REPORT
<page 29>
THE BUD FINANCIAL GROUP, INC
(A Development Stage Company)
CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4-5
Statement of Cash Flows 6
Notes to Financial Statements 7-9
<page 30>
Independent Auditor's Report
Directors and Stockholders
THE BUD FINANCIAL GROUP, INC.
Salt Lake City, Utah
I have audited the accompanying balance sheet of The Bud
Financial Group, Inc. (a development stage company) as of
December 31, 1994 and the related statements of operations,
stockholders' equity and cash flows from July 1, 1994 to
December 31, 1994. These financial statements are the
responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based
on my audit. The financial statements of The Bud Financial
Group, Inc. from January 1, 1994 to June 30, 1994 and as to
development stage cumulative totals from inception (May 27,
1988) to June 30, 1994 were audited by other auditors whose
reports included an explanatory paragraph with respect to the
Company's ability to continue as a going concern.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements.
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. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of The Bud Financial Group, Inc. (a development stage
company) at December 31, 1994 and the results of its operations
and its cash flows, from July 1, 1994 to December 31, 1994, 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 4, the Company is in the development stage
and has limited assets, working capital, and sustained losses
during its development stage which raise substantial doubt
about its ability to continue as a going concern. Management
plans regarding those matters is also discussed in Note 4. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Salt Lake City, Utah
August 15, 1995
<page 31>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December 31,
1994
CURRENT ASSETS
Cash in bank $ -
Cash in escrow 5,236
Marketable securities 128,032
Accrued interest receivable 625
Total current assets 133,893
OTHER ASSETS
Note receivable 25,000
25,000
TOTAL ASSETS $158,893
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 9,893
Advances from officer 129,484
Total current liabilities 139,377
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value,
40,000,000 shares authorized; no shares
issued and outstanding -
Common stock, $.0001 par value, 500,000,000
shares authorized; 1,781,000 issued and
outstanding 178
Additional paid-in capital 53,743
Deficit accumulated during the development
stage (34,405)
Total stockholders' equity 19,516
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $158,893
The accompanying notes are an integral part of these financial
statements.
<page 32>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For The For The Cumulative
Year Ended Year Ended During the
December 31, December 31, Development
1994 1993 Stage
------------ ----------- -----------
REVENUES
Interest Income $748 $125 $1,283
Other income 6,769 - 6,769
Total revenues 7,517 125 8,052
EXPENSES
Amortization - 50 500
Consulting - - 800
Interest 184 381 875
Miscellaneous - - 125
Offering expenses - - 12,000
Office expenses 2,377 - 2,511
Rent 2,481 - 2,781
Research fees - 300 300
Professional services 14,620 1,920 20,788
Stock transfer fees 177 266 1,165
Travel - - 612
Total expenses 19,839 2,917 42,457
NET INCOME (LOSS) $(12,322) $(2,792) $(34,405)
EARNINGS (LOSS) PER COMMON
SHARE $(0.01) $(0.01) $(0.10)
</TABLE>
<page 33>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Cumulative
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage
BALANCE, Inception (May 27, 1988) - $ - $ - $ -
May 27, 1988, issuance of $.0001
par value common shares at
$.00125 per share 1,000,000 100 7,400 -
Rent for 1988 provided by the
Company's President - - 100 -
Net income (loss) from
inception to December 31, 1988 - - - (13,344)
BALANCE, December 31, 1988 1,000,000 100 7,500 (13,344)
Rent for 1989 provided by the
Company's President - - 100 -
Net income (loss) for the year
ended December 31, 1989 - - - (11,949)
BALANCE, December 31, 1989 1,000,000 100 7,600 (25,293)
Rent for 1990 provided by the
Company's President - - 100 -
Net income (loss) for the year
ended December 31, 1990 - - - (13,190)
BALANCE, December 30, 1990 1,000,000 100 7,700 (38,483)
Issuance of common shares
for cash at various dates
at $.10 per share 95,000 10 9,490 -
Net income (loss) for the year
ended December 31, 1991 - - - 23,234
BALANCE, December 31, 1991 1,095,000 110 17,190 (15,249)
Issuance of common stock for
services at approximately
$.001 per share 800,000 80 721 -
Net (Loss) for the year ended
December 31, 1992 - - - (4,042)
BALANCE, December 31, 1992 1,895,000 190 17,911 (19,291)
Issuance of common stock for
cash at approximately $.052
per share 10,000 1 519 -
Issuance of common stock for
services at $.00075 per share 400,000 40 260 -
Cancellation of common shares issued (400,000) (40) 40 -
Net income (loss) for the year
ended December 31, 1993 - - - (2,792)
BALANCE, December 31, 1993 1,905,000 $191 $18,730 $(22,083)
</TABLE>
The accompanying notes are an integral part of these financial
statements.
Continued page 34
<page 34>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Cumulative
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage
-------- ------- ----------- -----------
BALANCE, December 31, 1993 1,905,000 $191 $18,730 $(22,083)
Issuance of common stock
in exchange for services at
$.005 per share 1,000,000 100 4,900 -
Issuance of common shares
for $5,000 cash and $25,000 note
receivable December 1994 at $.005
per share 6,000,000 600 29,400 -
1 for 5 reverse split of
the Company's common stock (7,124,000) (713) 713 -
Net income (loss) for the year
ended December 31, 1994 - - - (12,322)
BALANCE, December 31, 1994 1,781,000 $178 $53,743 $(34,405)
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<page 35>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the For the Cumulative
Year ended Year ended During the
December 31, December 31, Development
1994 1993 Stage
------------- ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(12,322) $(2,792) $(34,405)
Adjustments to reconcile
net income (loss) to net cash
used by operations
Organization costs - - (500)
Research fees paid by
common stock - 300 300
Amortization - 50 500
Forgiveness of debt (6,259) - (6,259)
Rent provided free - - 200
Changes in assets and
liabilities
Increase in accrued
interest receivable (625) - (625)
Increase (decrease) in
accounts payable 7,877 2,361 10,585
Increase in officer
advances 1,452 - 1,452
Net cash provided
(used) by operations (9,877) (81) (28,752)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from borrowing - - 6,906
Repayments of borrowing-net - (338) (1,338)
Proceeds from sale of investments - - -
Proceeds from sale of common
stock 100 520 18,420
Contribution to capital 4,900 - 5,000
Common stock issued to pay
accounts payable 5,000 - 5,000
Net cash provided by
financing activities 10,000 182 33,988
INCREASE (DECREASE) IN CASH 123 101 5,236
CASH - BEGINNING OF PERIOD 5,113 5,012 -
CASH - END OF PERIOD $5,236 $5,113 $5,236
NONCASH TRANSACTIONS
Stock issued to pay for
services and expenses $5,000 $300 $6,101
SUPPLEMENTAL DISCLOSURES
Interest $184 $381 $875
Taxes $ - $ - $40
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<page 36>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of
the State of Colorado on May 27, 1988 and has elected a fiscal
year end of December 31st. The Company was organized for the
primary purpose of seeking, evaluating, and merging with other
entities, and to seek financing as may be appropriate. The
Company has not commenced planned principle operations and is
considered a development stage company as defined in SFAS No.
7. The Company, has at the present time, not paid any
dividends and any dividends that may be paid in the future will
depend upon the financial requirement of the Company and other
relevant factors.
Earnings Per Share - The computation of earnings (loss) per
share of common stock is based on the weighted average number
of shares outstanding during the periods presented.
Organization Costs - The Company has amortized its
organization costs, which reflected amounts expended to
organize the company, over sixty (60) months using the straight-
line method.
Income Taxes - Due to net operating losses available at
December 31, 1994 no provision for income taxes has been made.
There are no deferred income taxes resulting form income and
expense items being reported for financial accounting and tax
reporting purposes in different periods. The Company has a net
operating loss carry forward of $34,345 which will expire as
outlined below. A valuation allowance of $5,152 has been
established for those tax credits not expected to be realized.
Year Amount
2004 $ 874
2005 13,190
2006 1,124
2007 4,043
2008 2,792
2009 12,322
--------
$34,345
Cash and Cash Equivalents - For purposes of the statement of
cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less
to be cash equivalents. From Inception (May 27, 1995) to
December 31, 1995 the Company has issued stock for services
and the payment of debt. There has been no non-cash investing
or financing activities.
Use of 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 reporting period. Actual results could
differ from those estimates.
<page 37>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - COMMON STOCK TRANSACTION
The Company was originally capitalized on May 27, 1988 by the
issuance of 1,000,000 common shares, 3,000,000 "A" common stock
purchase warrants, and 3,000,000 "B" common stock purchase
warrants to three individuals in exchange for $7,500. In
January, 1992 the Company recalled all of the outstanding
warrants.
The Company completed its public offering in July, 1991,
having
sold 95,000 common shares for a total of $9,500. One-half of
the proceeds has been deposited in an escrow account as
required by the laws of the State of Colorado, and will be
released at such time as a specific line of business is
identified.
A certain number of common shares currently outstanding are
"restricted securities" and in the future may be sold in
compliance with Rule 144 adopted under the Securities Act of
1933, as amended.
On December 19, 1994, the Company's board of directors
authorized a 1-for-5 reverse split of the company's common
stock effective January 4, 1995 with a record date of January
3, 1995. Per share amounts and equity accounts have been
adjusted to reflect this transaction.
NOTE 3 - RELATED PARTY TRANSACTIONS
On June 27, 1994, the Company's Board of Directors issued
1,000,000 shares of par value $0.0001 Restricted Common Stock
to CanAmerican Business Capital, Inc., in consideration of a
cash payment of $5,000 in order to pay legal, accounting and
filing expenses of the Company. CanAmerican immediately sold
these shares to Larry E. Clark, the Company President.
Concurrently, CanAmerican also acquired 600,000 shares of
Common Stock from other shareholders of the Company. Such
shares were also immediately sold by CanAmerican to Larry E.
Clark.
On October 31, 1994 the Company's Board of Directors authorized
the issuance of 6,000,000 restricted shares of par value
$0.0001 common stock to Larry E. Clark, for a total
consideration of $30,000; $5,000 in cash and $25,000 in the
form of a promissory note payable by a third party.
On December 19, 1994, the company's Board of Directors
authorized the issuance of 56,800 shares of its restricted
Series "A" Preferred Stock to Larry E. Clark, in exchange for
net proceeds in the amount of $128,032 from his brokerage sale
of 56,800 shares of common stock of Radiation Care, Inc. The
Company then used such proceeds to purchase 56,800 shares of
Radiation Care, Inc. in the market for $128,032.
NOTE 4 - GOING CONCERN
The company has experienced a loss of $12,322 in 1994. The
Company has very little operating capital, limited assets and
has sustained losses during the development stage. In light of
the above circumstances, the ability of the Company to continue
as a going concern is substantially in doubt. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
Management plans to maintain its filings and pay expenses to
keep it in existence and may sell stock or borrow funds to meet
future cash and operational needs. The Company will continue
to seek a merger. Management believes their plans will provide
the corporation with the ability to continue in existence.
<page 38>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - MARKETABLE SECURITIES
Marketable securities are shown at their fair value at
December
31, 1994 which at the time was the same value as cost. The
marketable securities are deemed to be trading shares.
NOTE 6 - SUBSEQUENT EVENTS
On March 23, 1995, the Company sold the 56,800 shares of
Radiation Care, Inc. for $149,100.
On April 1, 1995 the Company's Board of Directors adopted, by
unanimous consent, to return to Larry E. Clark the sum of
$128,032 which he paid for the 56,800 shares of restricted
Series "A" preferred stock and the transaction was declared
rescinded and the shares of stock canceled. The Company kept
the approximately $21,000 profit it made by holding on to the
56,800 shares of Radiation Care, Inc. common stock until sold.
<page 39>
