U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 33-25779
BUD FINANCIAL GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 84-1100609
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
No.)
311 South State Street, Suite 440, Salt lake City, Utah 84111
(Address of principal executive offices)
(801) 531-0066
(Issuer's telephone number, including area code)
The Bud Financial Group, Inc.
1036 Oakhills Way, Salt Lake City, Utah 84108
Former name, former address and former fiscal year, if changed since last
report
Check whether the issuer (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 issuer was required
to file such report(s), and (2) has been subject to such filing requirements
for the past 90 days.
YES [X] NO [ ]
The number of $.001 par value common shares outstanding at April 12, 1999,
2,000,000.
Transitiional Small Business Disclosure Format (check one):
YES [ ] NO [X]
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Attached hereto are financial statements required by 310(b) of
Regulation S-B.
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
June 30, December 31,
1998 1997
(Unaudited)
CURRENT ASSETS:
Cash $6,086 $6,260
___________________
Total Current Assets 6,086 6,260
_________ _________
TOTAL ASSETS $6,086 $6,260
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $0 $0
_________ _________
Total Current Liabilities 0 0
_________ _________
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 0 0
shares authorized, 10,000,000 and 10,000,000
shares issued and outstanding respectively 1,000 1,000
Capital in excess of par value 69,360 69,360
Earnings (deficit) accumulated during the (64,274) (64,100)
development stage _________ _________
Total Stockholders' Equity 6,086 6,260
_________ _________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,086 $6,260
========= =========
See Notes to Financial Statements
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three For the Six Cumulative
Months Ended Months Ended During the
June 30, June 30, Development
1998 1997 1998 1997 Stage
REVENUE
Interest income $43 $41 $86 $83 $4,983
Gain on sale of marketable 0 0 0 0 21,068
securities
Other income 0 0 0 0 6,876
_________________________________________
Total revenues 43 41 86 83 32,927
_________________________________________
EXPENSES
Amortization 0 0 0 0 500
Consulting 0 0 0 0 10,800
Interest 0 0 0 0 2,085
Miscellaneous 0 0 0 0 125
Offering expenses 0 0 0 0 12,000
Office expenses 0 0 260 0 2,972
Rent 0 0 0 0 2,781
Research fees 0 0 0 0 300
Professional services 0 1,755 0 2,115 51,042
Stock transfer fees 0 435 0 627 4,261
Travel 0 0 0 0 612
Bad debt expense 0 0 0 0 26,250
_________________________________________
Total expenses 0 2,190 260 2,742 113,728
_______________ _________________________
INCOME (LOSS) BEFORE EXTRA-
ORDINARY ITEM 43 (2,149) (174)(2,659) (80,801)
Extraordinary Item - gain on
extinguishment of debt (net of
income tax of $0) 0 16,527 0 16,527 16,527
_______________ _________________________
NET INCOME (LOSS) BEFORE TAXES 43 14,378 (174) 13,868 (64,724)
_______________ _________________________
PROVISION FOR INCOME TAXES 0 0 0 0 0
_______________ _________________________
NET INCOME (LOSS) $43 $14,378 $(174)$13,868 $(64,724)
=============== =========================
EARNINGS (LOSS) PER SHARE $0 $0.01 $0.00 $0.01 $0.04
=============== =========================
See Notes to Financial Statements
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three For the Six Cumulative
Months Ended Months Ended During the
June 30, June 30, Development
1998 1997 1998 1997 Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $43$14,378 $(174)$(13,868)$(64,274)
Adjustments to reconcile net income
(loss) to net cash used by operations
Organization costs 0 0 0 0 (500)
Research fees and expenses paid by 0 0 0 0 9,239
common stock
Bad debt allowance 0 0 0 0 26,250
Amortization 0 0 0 0 500
Forgiveness of debt 0(15,741) 0 (15,741) (21,739)
Rent provided free 0 0 0 0 200
Changes in assets and liabilities
Increases in accrued interest
receivable 0 0 0 0 (1,250)
Increase (decrease) in accounts 0 (871) 0 (1,104) 702
payable
Increase in accrued interest 0 0 0 0 0
payable ______________________________________
Net Cash Provided (Used) by 43 (2,234) (174) (2,977) (50,881)
Operating Activities ______________ _______________________
CASH FLOWS FROM INVESTING ACTIVITIES
Officer cash advances 0 2,276 0 3,061 14,708
Payment on officer advances 0 0 0 0 (3,061)
______________ _______________________
Net Cash Provided by 0 2,276 0 3,061 12,432
Investing Activities ______________ _______________________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowing 0 0 0 0 6,906
Repayments of borrowing - net 0 0 0 0 (126,323)
Proceeds form sale of investments 0 0 0 0 128,032
Proceeds from sale of common stock 0 0 0 0 18,420
Contribution of capital 0 0 0 0 5,000
Common stock issued for cash 0 0 0 0 7,500
Common stock issued to pay accounts 0 0 0 0 5,000
payable ______________ _______________________
Net Cash Provided by 0 0 0 0 44,535
Financing Activities ______________ _______________________
NET INCREASE (DECREASE) IN CASH 43 41 (174) 84 6,086
CASH - BEGINNING OF PERIOD 6,043 5,597 6,260 5,555 0
______________ _______________________
CASH - END OF PERIOD $6,086 $5,639 $6,086 $5,639 $6,086
======================================
NONCASH TRANSACTIONS
Note exchanged for debt and $0$15,480 $0 $15,480 $16,527
interest ======================================
Stock issued to pay for services $0 $0 $0 $0 $15,040
and expenses ======================================
SUPPLEMENTAL DISCLOSURES
Interest $0 $0 $0 $0 $1,311
======================================
Taxes $0 $0 $0 $0 $40
======================================
See Notes to Financial Statements
<PAGE>
THE BUD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The Company, without audit, has prepared the accompanying
financial statements. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operation and cash flows at June 30, 1998 and 1997 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's December 31, 1997 audited financial
statements. The results of operations for the periods ended June
30, 1998 and 1997 are not necessarily indicative of the operating
results for the full year.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS
The Company was formed for the purpose of investing in any and all types
of assets, properties, and business. Company has completed a public stock
offering in 1991. The offering is registered on Form S-18 with the Securities
and Exchange Commission. The Company's only business activity, to date, has
been its formation, the registration of securities and the preliminary
investigation of potential investments and acquisitions.
Liquidity and Capital Resources
At March 31, 1998, the Company's assets consist primarily of cash from
the issuance of common stock. The Company has no other resources. The
Company has incurred losses since inception and has expended all of its
working capital. Management is proposing to raise additional funds through
loans and/or through sales of its common stock or through a proposed
acquisition of another company by issuing common stock. There is no assurance
the Company will be successful in raising this additional capital. At
present, the Company is engaged in the search for potential investments or
acquisitions of private companies. Management believes that any acquisition
will be made by issuing shares of the Company's unissued common stock. The
Company's liquidity, capital resources and financial statements will be
significantly different subsequent to the consummation of any acquisition.
Results of Operations
The Company's only operation to date has been the preliminary
investigation of potential acquisition.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held a shareholders meeting on March 18, 1999, wherein a
majority of the outstanding common shares voted in favor of a name change to
Bud Financial Group, Inc.; a change of corporate domicile to Nevada and a 1
for 5 reverse stock split, effective on or about March 18, 1999.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Issuer has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BUD FINANCIAL GROUP, INC.
Date: April 12, 1999 By: /s/Thomas G. Kimble
Thomas G. Kimble, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BUD FINANCIAL GROUP, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,086
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,086
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,086
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 5,086
<TOTAL-LIABILITY-AND-EQUITY> 6,086
<SALES> 0
<TOTAL-REVENUES> 86
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 260
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (174)
<INCOME-TAX> 0
<INCOME-CONTINUING> (174)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (174)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> 0
</TABLE>
