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 June 30, 1996 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 six months ended June 30, 1996 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
June 30, December 31,
1996 1995
(Unaudited) (Audited)
----------- -----------
ASSETS
CURRENT ASSETS
Cash in Bank $ 263 $ 725
Cash in escrow 5,473 5,391
Accrued interest receivable
less allowance of $1,250 0 0
Deferred tax asset 3,938 3,938
----------- -----------
Total current assets $ 9,674 $ 10,054
----------- -----------
OTHER ASSETS
Notes receivable
less allowance of $25,000 0 0
----------- -----------
TOTAL ASSETS $ 9,674 $ 10,054
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 300 $ 300
Advances from officers 13,145 4,500
Accrued interest payable 273 273
----------- -----------
Total current liabilities 13,718 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 178 178
Additional paid in capital 53,743 53,743
Deficit accumulated during the
development stage (57,965) (48,940)
----------- -----------
Total stockholders' equity (4,044) 4,981
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,674 $ 10,054
=========== ===========
See accompanying notes to financial statements
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A development stage company)
STATEMENT OF OPERATIONS
Six months Year
ended ended
June 30, December 31,
1996 1995
(Unaudited) (Audited)
----------- -----------
REVENUES
Interest Income $ 83 $ 3,280
Gain on sale of
marketable securities 0 21,068
Other Income 107 0
----------- -----------
Total revenues 190 24,348
----------- -----------
EXPENSES
Consulting 0 10,000
Interest 0 273
Office expenses 70 31
Professional services 8,645 4,925
Stockholder expenses 500 1,342
Bad debt expense 0 26,250
----------- -----------
Total expenses 9,215 42,821
----------- -----------
NET INCOME (LOSS) BEFORE TAXES (9,025) (18,473)
(PROVISIONS) FOR, BENEFIT OF
INCOME TAXES 0 3,938
----------- -----------
NET INCOME (LOSS) $ (9,025) $ (14,535)
=========== ===========
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
Six Months Year
ended ended
June 30 December 31,
1996 1995
(Unaudited) (Audited)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (9,025) $ (14,535)
Adjustments to net cash
Bad debt allowance 0 26,250
Deferred tax asset 0 (3,938)
(Increase) decrease in
accrued interest receivable 0 (625)
Increase (decrease) in
accounts payable 0 (9,592)
Increase (decrease) in
advances from officers 8,645 0
Increase in interest payable 0 273
----------- -----------
Net cash provided (to) operations (380) (2,167)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES 0 0
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES
Repayments from borrowing - net 0 (124,985)
Proceeds from sale of investments 0 128,032
----------- -----------
Net cash provided by
financing activities 0 3,047
----------- -----------
INCREASE (DECREASE) IN CASH (380) 880
CASH - BEGINNING OF PERIOD 6,116 5,236
----------- -----------
CASH - END OF PERIOD $ 5,736 $ 6,116
=========== ===========
See accompanying notes to financial statements
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(a development stage company)
NOTES 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 legal,
<PAGE>
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 entered into an agreement
to sell 1,415,000 shares of Company common stock to a group
of individuals which included Jay S. Hoffman, T.L. "Thom"
Holmes, Steven E. Trabish and Ronald Conquest. The shares
represented approximately 79% of the total shares of the
Company's Common Stock then issued and outstanding. The
Company did not issue any new shares as part of the
transaction. The transaction would result in a change in
control of The Bud Financial Group, Inc.
5. NOTE RECEIVABLE
Due to the undertainty as to the collectivility of the
$25,000 note receivable and its associated accrued interest
shown in the balance sheet, a valuation allowance has been
applied to each account.
<PAGE>
6. SUBSEQUENT EVENTS
Related Party Transaction
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.
<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>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 5,736
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,674
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,674
<CURRENT-LIABILITIES> 13,718
<BONDS> 0
0
0
<COMMON> 178
<OTHER-SE> (4,222)
<TOTAL-LIABILITY-AND-EQUITY> 9,674
<SALES> 0
<TOTAL-REVENUES> 190
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,215
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,025)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,025)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,025)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
