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, 1996.
[ ] 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.)
1036 Oakhills Way
Salt Lake City, Utah 84108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 582-1733
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, 1996: Not Determinable.
Shares outstanding of the Registrant's common stock as of
December 31, 1996: 1,781,000 shares.
<PAGE>
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
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consideration for services rendered to the Company valued at
$500. The Company's Transfer Agent actually issued the shares on
May 26, 1992.
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.
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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. On
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January 17, 1997, this transaction was rescinded by the mutual
agreement of the parties. Please see Item 11(b).
(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
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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 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. Properties.
The Company has no employees. The Company presently
maintains its business office at 1036 Oakhills Way, Salt Lake
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City, Utah 84108, which is the home/business office of its
President. The Registrant presently has no properties, no
significant assets and no significant operating capital.
Item 3. 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 4. 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.
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PART II
Item 5. 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, 1996 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 6. Managements Discussion and Analysis of Financial
Conditions and Results of Operations.
During the fiscal year 1996, 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
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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 - 1996
Expenses during 1995 and 1996 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, 1996, the Company had no material commitments for
capital expenditures.
(b) Results of Operations.
The Company is still in the development stage and has no
ongoing operations.
Item 7. Financial Statements.
Financial Statements examined and reported upon by Thomson
and Co., Independent Certified Public Accountants, containing
Balance Sheets at December 31, 1996, and Statements of
Operations, Shareholders Equity (Deficit) and Cash Flows for the
three fiscal years preceding December 31, 1996, together with
consent of accountants. The Company has only assets and minimal
liabilities therefore no selected financial data is presented.
Item 8. 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
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principles or practices, financial statement disclosure or
auditing scope or procedure, or any other reportable event.
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PART III
Item 9. Directors and Executive Officers.
(a) Identification of Directors.
Name Age Position Held
_________________ ___ ______________________
Larry E. Clark 75 Director and President
Michael Clark 43 Director
Jacquelyn Clark 61 Secretary, Treasurer and
Director
Ronald Conquest* Director and
Chairman, CEO
John H. Berry* Director and Secretary
T.L. "Thom" Holmes* Director
_________________________________________________________________
*This individual has resigned as an officer and director
effective January 17, 1997. Please see Item 11(b).
(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 and Michael
Clark is the son of Larry E. Clark.
(e) Business Experience.
(1) Background.
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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 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.
Michael Clark, Director
Michael L. Clark attended California Polytechnic State
University and graduated in 1983 with an M.S. degree in Biology.
From 1983-1989 he owned and operated a community newspaper in
Grants Pass, Oregon. From 1988-1991 he managed a newspaper in
Las Vegas for McClatchy Newspapers. In 1991 he purchased that
newspaper from McClatchy Newspapers and owned and operated it
from 1991-1995. From 1995 through the present he owns and
operates a bookstore in Las Vegas, Nevada.
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Michael Clark is the son of 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
company with a class of securities registered pursuant to Section
12 o, 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
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Not applicable.
Item 10. 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.
Item 11. 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 of record by all
Directors, Officers and Principal Shareholders individually and
as a group.
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Percent of
Names and Addresses of Number of Shares Common Stock
Officers and Director of Common Stock Owned (1)
_____________________ _________________ ____________
Thomas L. McCrimmon 150,000 8%
3816 West Linbaugh, #408
Tampa, Florida 33624
Larry E. Clark 1,515,000 85%
1036 Oakhills Way
Salt Lake City, Utah 84108
All officers and
directors as a group
(1 persons) 1,515,000 85%
The following tabulates holdings of Common Stock of the Bud
Financial Group, Inc., as of December 31, 1996, held of record by
all Directors, Officers and Principal Shareholders individually
and as a group. This does not reflect the recision of purchase
and resignation of directors which was effective January 17,
1997, as detailed in Item 13(b).
Percent of
Names and Addresses of Number of Shares Common Stock
Officers and Director of Common Stock Owned (1)
_____________________ _________________ _______________
Thomas L. McCrimmon 150,000 8%
3816 West Linbaugh, #408
Tampa, Florida 33624
Larry E. Clark 100,000 6%
1036 Oakhills Way
Salt Lake City, Utah 84108
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
All officers and
directors as a group
(1 persons) 1,415,000 79%
(b) Changes in Control.
On June 10, 1996, Larry E. Clark entered into an agreement
to sell 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.
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Clark, Donna J. Rose and Jacquelyn Clark resigned as directors of
Company. Ronald Conquest, T.L. "Thom" Holmes and John H. Berry
were appointed as new directors of Company.
Subsequently, on January 17, 1997, the above listed buyers
were unable to perform their payment obligations under the terms
of the purchase agreement and the June 10, 1996 sales agreement
was rescinded by mutual agreement of seller and buyers.
Thereupon Ronald Conquest T.L. "Thom" Holmes and John H. Berry
resigned as officers and directors and Larry E. Clark, Jacquelyn
Clark and Michael Clark were appointed as directors and Larry E.
Clark and Jacquelyn Clark were appointed President and
Secretary/Treasurer, respectively.
Item 12. Certain Relationships and Related Transactions.
See Item 1(a), General Development of Business under
Description of Business.
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PART IV
Item 13. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) 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
(b) Reports on Form 8-K. The Company filed a report on
Form 8-K on May 12, 1997 reporting the recision described in Item
11(b).
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 12th day of May, 1997.
THE BUD FINANCIAL GROUP, INC.
By: /s/ Larry E. Clark
President, Larry E. Clark
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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: May 12, 1997 /s/ Larry E. Clark
Larry E. Clark, President
and Director
Date: May 12, 1997 /s/ Jacquelyn Clark
Secretary/Treasurer and
Director
Date: May 12, 1997 /s/ Michael Clark
Michael Clark, Director
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THE BUD FINANCIAL GROUP, INC
(A Development Stage Company)
FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1996
WITH
INDEPENDENT AUDITOR'S REPORT
<PAGE>
THE BUD FINANCIAL GROUP, INC
(A Development Stage Company)
CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheet 2
Statements of Operations 3
Statements of Stockholders' Equity 4-5
Statements of Cash Flows 6
Notes to Financial Statements 7-10
<PAGE>
DAVID T. THOMSON, P.C.
180 South 300 West, Suite 329
Salt Lake City, Utah 84101
Phone:(801)328-3900
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, 1996 and the related statements of operations,
stockholders' equity and cash flows for the two years then
ended. 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 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, 1996 and the results of its
operations and its cash flows for the two years then ended
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 have caused a
stockholder's deficit 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.
/S/David T. Thomson P.C.
Salt Lake City, Utah
April 14, 1997
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December
31,
1996
CURRENT ASSETS
Cash in bank $ -
Cash in escrow 5,555
Accrued interest receivable,
less allowance of $1,250 -
__________
Total current assets 5,555
__________
OTHER ASSETS
Notes receivable, less allowance
of $25,000 -
__________
TOTAL ASSETS $ 5,555
__________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,114
Advances from officer 14,695
Accrued interest payable 1,047
__________
Total current liabilities 16,856
__________
STOCKHOLDERS' EQUITY (DEFICIT)
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 (65,222)
__________
Total stockholders' equity (deficit) (11,301)
__________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,555
__________
The accompanying notes are and integral part of these financial statements.
2
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For The For The Cumulative
Year Year During
Ended Ended the
December 31, December 31, Development
1996 1995 Stage
REVENUES
Interest Income $ 165 $ 3,280 $ 4,728
Gain on sale of
marketable securities - 21,068 21,068
Other income 107 - 6,876
__________ __________ __________
Total revenues 272 24,348 32,672
EXPENSES
Amortization - - 500
Consulting - 10,000 10,800
Interest 937 273 2,085
Miscellaneous - - 125
Offering expenses - - 12,000
Office expenses 170 31 2,712
Rent - - 2,781
Research fees - - 300
Professional services 10,620 4,925 36,333
Stock transfer fees 889 1,342 3,396
Travel - - 612
Bad debt expense - 26,250 26,250
__________ __________ __________
Total expenses 12,616 42,821 97,894
NET INCOME (LOSS) BEFORE TAXES (12,344) (18,473) (65,222)
(PROVISIONS) FOR BENEFIT OF
INCOME TAXES (3,938) 3,938 -
__________ __________ __________
NET INCOME (LOSS) (16,282) (14,535) (65,222)
__________ __________ __________
EARNINGS (LOSS) PER COMMON
SHARE $ (0.01) $ (0.01) $ (0.09)
__________ __________ __________
The accompanying notes are an integral part of these financial statements.
3
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THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
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)
Continued page 5
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
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)
Net income (loss)
for the year ended
December 31, 1996 - - - (16,282)
__________ ________ __________ ___________
BALANCE, December 31,
1996 1,781,000 $ 178 $ 53,743 $(65,222)
__________ ________ __________ ___________
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW
For The For the Cumulative
Year ended Year ended During the
December 31, December 31, Development
1996 1995 Stage
_____________ ____________ ____________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ (16,282) $ (14,535) $ (65,222)
Adjustments to reconcile
net income (loss) to net
cash used by operations
Organization costs - - (500)
Research fees paid by
common stock - - 300
Bad Debt allowance - 26,250 26,250
Amortization - - 500
Forgiveness of debt - - (6,259)
Rent provided free - - 200
Deferred tax asset 3,938 (3,938) -
Changes in assets and
liabilities
Increase in accrued
interest receivable - (625) (1,250)
Increase (decrease) in
accounts payable 814 (9,592) 1,807
Increase in accrued
interest payable 774 273 1,047
_____________ ____________ ____________
Net cash provided
(used) by operations (10,756) (2,167) (43,127)
_____________ ____________ ____________
CASH FLOWS FROM INVESTING
ACTIVITIES
Officer advances 10,195 - 11,647
_____________ ____________ ____________
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 - - 18,420
Contribution to capital - - 5,000
Common stock issued to pay
accounts payable - - 5,000
_____________ ____________ ____________
Net cash provided by
financing activities - 3,047 37,035
_____________ ____________ ____________
INCREASE (DECREASE) IN CASH (561) 880 5,555
CASH - BEGINNING OF PERIOD 6,116 5,236 -
_____________ ____________ ____________
CASH - END OF PERIOD $ 5,555 $ 6,116 $ 5,555
_____________ ____________ ____________
NONCASH TRANSACTIONS
Stock issued to pay for
services and expenses $ - $ 5,000 $ 6,101
_____________ ____________ ____________
SUPPLEMENTAL DISCLOSURES
Interest $ 163 $ 184 $ 1,311
_____________ ____________ ____________
Taxes $ - $ - $ 40
_____________ ____________ ____________
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
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's only office
is located in Salt Lake City, Utah. 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.
During 1996, the Company had no operating revenue.
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 a loss at December 31, 1996 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 in 1996.
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.
7
<PAGE>
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.
On June 10, 1996, Larry E. Clark entered into a an agreement
to sell 1,415,000 shares (approximately 79%) of the Company
to a group consisting of three individuals. As a part of
this transaction Mr. Clark, and the other directors resigned
as directors of the Company. The individuals who were to buy
Mr. Clark's stock were appointed as new directors of the
Company.
Subsequently, on January 17, 1997, the above buyers were
unable to perform their payment obligations under the terms
of the purchase agreement and the June 10, 1996 sales
agreement was rescinded by mutual agreement of seller and
buyers. Thereupon, the new directors resigned as officers
and directors and Larry E. Clark, Jacquelyn Clark and
Michael Clark were appointed as directors and Larry E. Clark
and Jacquelyn Clark were appointed President and
Secretary/Treasurer, respectively.
8
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - GOING CONCERN
The company has experienced a loss of $16,282 in 1996.
The Company has no operating capital and limited assets and
has sustained losses during its development stage which have
caused a stockholder's deficit. 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 may personally 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.
NOTE 5 - INCOME TAXES
Income tax expense consists of the following components:
Estimated current taxes payable $ -
Deferred taxes (3,938)
_________
$ (3,938)
_________
The deferred tax asset of $3,938 shown on the 1995 balance
sheet is derived from a temporary difference in the
recognition of uncollectable interest and note receivable
for book and for tax purposes. See Note 6. In 1996 this
asset was offset by a valuation allowance of the same amount
and is not shown on the balance sheet for 1996.
For tax purposes, the Company had available at December 31,
1996, net operating loss ("NOL") carryforwards for regular
Federal income tax purposes of $38,912. The balance of NOL
carryforwards of $38,912 will expire as shown below. A
valuation allowance of $5,837 has been established for those
tax credits which are not expected to be realized. The
change in the allowance during 1996 was $1,852.
Year Amount
2005 $ 6,287
2006 1,124
2007 4,043
2008 2,792
2009 12,322
2011 12,344
_______
$38,912
_______
9
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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 was shown as a bad debt expense in the
statement of operations for 1995. See Note 7.
NOTE 7 - SUBSEQUENT EVENT
On January 20, 1997, the Board of Directors approved the
transfer of the $25,000 note receivable with its accrued
interest to the Corporation's President, Larry E. Clark, in
exchange for a forgiveness of debt from him for amounts he
has advanced to the Company along with the accrued interest
receivable associated with the advances. At December 31,
1996, the liability for advances and interest on the
advances combined to be $15,742.
10
<PAGE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 5,555
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,555
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,555
<CURRENT-LIABILITIES> 16,856
<BONDS> 0
0
0
<COMMON> 178
<OTHER-SE> (11,479)
<TOTAL-LIABILITY-AND-EQUITY> 5,555
<SALES> 0
<TOTAL-REVENUES> 272
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,679
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 937
<INCOME-PRETAX> (12,344)
<INCOME-TAX> (3,938)
<INCOME-CONTINUING> (16,282)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,282)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> 0
</TABLE>
