SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT OR [ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1997 Commission File No. 33-25779
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)
(801) 582-1733
(Registrant's telephone number,
including area code)
33806 North 70th Way, Terra Vita #BH-36
Scottsdale, Arizona 85377
(Former Address)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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
As of April 31, 1997, 1,781,000 shares of common stock were
outstanding.
<PAGE>
PART I
Item 1. Financial Statements:
Unaudited financial statements for the quarter covered by
this report are attached hereto.
CASPER & CASPER
495 East 4500 South #105
Salt Lake City, Utah 84107
Phone:(801)262-2511 FAX:(801)262-2513
March 31, 1997
BOARD OF DIRECTORS
THE BUD FINANCIAL GROUP, INC.
The accompanying Statement of Financial Position, Statement of
Operations, and Statement of Cash Flow for THE BUD FINANCIAL
GROUP, INC. for the three months ended March 31, 1997 have been
compiled by us.
A compilation is limited to presenting, in the form of financial
statements, information that is the representation of management.
We have not audited or reviewed the accompanying Statement of
Financial Position, Statement of Operations and Statement of Cash
Flow and, accordingly, do not express an opinion or any other
form of assurance on them.
Management has elected to omit substantially all of the
disclosures required by generally accepted accounting principles.
If the omitted disclosures were included in the financial
statements they might influence the user's conclusions about the
company's financial position. Accordingly, The Statement of
Financial Position, Statement of Operations, and Statement of
Cash Flow are not designed for those who are not informed about
such matters.
/S/Casper & Casper
Casper & Casper
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A development stage company)
STATEMENT OF FINANCIAL POSITION
March 31, December 31,
1997 1996
(Unaudited) (Audited)
------------- ------------
ASSETS
CURRENT ASSETS
Cash in Bank $ 0 $ 0
Cash in escrow 5,597 5,555
Accrued interest receivable -
less allowance of $1,250 0 0
------------- ------------
Total current assets $ 5,597 $ 5,555
------------- ------------
OTHER ASSETS
Notes receivable - less allowance 0 0
of $25,000
------------- ------------
TOTAL ASSETS $ 5,597 $ 5,555
============= ============
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 881 $ 1,114
Advances from officers 15,480 14,695
Accrued interest payable 1,047 1,047
------------- ------------
Total current liabilities 17,408 16,856
------------- ------------
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 178 178
Additional paid in capital 53,743 53,743
Deficit accumulated during the
development stage (65,732) (65,222)
------------- ------------
Total stockholders' equity (11,811) (11,301)
------------- ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 5,597 $ 5,555
============= ============
See accompanying notes to financial statements
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Three months Year
ended ended
March 31, December 31,
1997 1996
(Unaudited) (Audited)
------------- ------------
REVENUES
Interest Income $ 42 $ 165
Other Income 0 107
------------- ------------
Total revenues 42 272
------------- ------------
EXPENSES
Filing Fee 360 0
Interest 0 937
Office expenses 0 170
Professional services 0 10,620
Stockholder expenses 192 889
------------- ------------
Total expenses 552 12,616
------------- ------------
NET INCOME (LOSS) BEFORE TAXES (510) (12,344)
(PROVISIONS) FOR, BENEFIT OF
INCOME TAXES 0 (3,938)
------------- ------------
NET INCOME (LOSS) $ (510) $ (16,282)
============= ============
EARNINGS (LOSS) PER COMMON SHARE $ NIL $ (0.01)
============= ============
See accompanying notes to financial statements
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
Three months Year
ended ended
March 31 December 31,
1997 1996
(Unaudited) (Audited)
------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (510) $ (16,282)
Adjustments to net cash
Deferred tax assett 0 3,938
Increase (decrease) in
accounts payable (233) 814
Increase in interest payable 0 774
------------- ------------
Net cash provided (to) operations (743) (10,756)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Officer advances 785 10,195
------------- ------------
CASH FLOW FROM FINANCING ACTIVITIES
None 0 0
------------- ------------
INCREASE (DECREASE) IN CASH 42 (561)
CASH - BEGINNING OF PERIOD 5,555 6,116
------------- ------------
CASH - END OF PERIOD $ 5,597 $ 5,555
============= ============
See accompanying notes to financial statements
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(a development stage company)
NOTE TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Bud Financial Group, Inc. was organized on
May 27, 1988 under the laws of the state of Colorado. The
Company was organized for the primary purpose of seeking,
evaluating, and merging with other entities, and to seek
financing as may be appropriate.
Earnings Per Share - The computation of earnings (loss)
per common stock is based on the weighted average number
of shares outstanding during the periods presented.
Organization Costs - The Company has amortized
organization costs.
Income Taxes - Due to net operating losses available, no
provision for income taxes has been made.
2. COMMON STOCK TRANSACTION
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.
3. COMMON STOCK
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.
Of the 1,781,000 shares currently outstanding, a certain
number are "restricted securities" and under certain
circumstances may in the future be sold in compliance
with Rule 144 adopted under the Securities Act of 1933, as
amended.
4. 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 consider-
action of a cash payment of $5,000 in order to pay
<PAGE>
legal, accounting and filing expenses of the Company.
CanAmerican immediately sold these shares to Larry E. Clark.
Contemporan-aisle, 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
auto-airiest 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.
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.
On December 19, 1994, the Company's board of directors
authorized the issuance of 56,800 share 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 share of Radiation
Care in the market for 128,032.20.
On March 23, 1995, the Company sold the 56,800 shares of
Radiation Care 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 $128,032.20 which he paid for 56,800 shares of the
restricted Series "A" preferred stock and the transaction
was declared rescinded and the shares of stock cancelled.
The corporation kept the approximately $21,000 profit it
made by investing said sum.
On June 10, 1996, Larry E. Clark emtered into an agreement
to sell 1,415,000 shares of Company common stock to a group
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.
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.
<PAGE>
5. NOTE RECEIVABLE
Due to the uncertainty as to the collectibilty of the
$25,000 note receivable and its assocaited accrued interest
shown in the balance sheet, a valuation allowance has been
applied to each account.
On January 20, 1997, the Board of Directors approved the
transfer of the $25,000 note receivable with its accrued
interest to the Corporation President, Larry E. Clark, in
exchange for a forgiveness of debt from him for amounts
he has advanced the Company along with accrued interest
associated with the advances. The note has not been
assigned at March 31, 1997.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The Company currently has no business operations. The
Company's current business plan is to seek one or more potential
business ventures, which, in the opinion of management may
warrant involvement by Company.
PART II
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
On June 10, 1996, Larry E. Clark sold 1,415,000 shares of
Company common stock (approximately 79%) 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 officers and directors of Company
<PAGE>
effective July 1, 1996. Ronald Conquest, John H. Berry and T.L.
"Thom" Holmes were appointed as new officers and directors.
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 6. Exhibits and Reports on Form 8-K
See attached Form 8-K dated January 17, 1997 reporting the
change in control identified in Item 5 above.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized:
THE BUD FINANCIAL GROUP, INC.
Date: May 12, 1997 By: /s/ Larry E. Clark
Larry E. Clark, President
<PAGE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 5,597
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,597
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,597
<CURRENT-LIABILITIES> 17,408
<BONDS> 0
0
0
<COMMON> 178
<OTHER-SE> (11,989)
<TOTAL-LIABILITY-AND-EQUITY> 5,597
<SALES> 0
<TOTAL-REVENUES> 42
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 552
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (510)
<INCOME-TAX> 0
<INCOME-CONTINUING> (510)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (510)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
