FORM 10-KSB
U.S. 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
For the Fiscal year ended December 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 33-25779
BUD FINANCIAL GROUP, INC.
(Exact name of Issuer as specified in its charter)
Nevada 84-1100609
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
311 South State Street, Suite 440, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 531-0066
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the Issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X
No
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and none will be contained, to the
best of the Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]
The aggregate market value of the common voting stock held by non-affiliates
as of February 2, 2000: Not Determinable.
Shares outstanding of the Issuer's common stock as of December 31, 1999:
2,000,000
The issuer had no significant revenue for its fiscal year ended December 31,
1999.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
Bud Financial Group, Inc. (the "Issuer" or "Company"), was incorporated
under the laws of the State of Colorado on June 6, 1988. The Issuer was
organized to raise capital and then seek out, investigate and acquire any
suitable asset, property or other business opportunity without regard to any
specific business or industry.
In connection with its corporate purposes, the Issuer effected a public
offering of its common stock in 1991, pursuant to which it sold 95,000 shares
of common stock and raised gross proceeds of $9,500. This offering was
registered under the Securities Act of 1933 pursuant to a Registration
Statement on Form S-18 which was filed with the Securities & Exchange
Commission. Subsequent to the close of the offering, the Issuer has been in
the process of investigating potential acquisitions, but has not made any
acquisition. The Company has not yet engaged in any significant business
activities.
Since its public offering, the Company has issued additional shares of
common stock for cash on various occasions in private offerings. At December
31, 1999, the Company had 2,000,000 shares issued and outstanding.
On or about March 18, 1999, the Company changed its name from The Bud
Financial Group, Inc. to Bud Financial Group, Inc.; changed its corporate
domicile from the State of Colorado to the State of Nevada and effectuated a 1
for 5 reverse stock split which reduced its outstanding shares of common stock
from 10,000,000 to 2,000,000 shares.
(B) BUSINESS OF ISSUER.
The Company is currently renegotiating to acquire all of the outstanding
capital stock of a private corporation with offices in Richardson, Texas.
There is no written agreement at the present time and the proposed acquisition
is subject to numerous conditions.
The Company's 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 will only acquire
businesses which can generate or provide audited financial statements. This
will limit the types of businesses which the Company could acquire to those
firms which have previously had audited financial statements. The Company
recognizes that because of its limited financial, managerial and other
resources, the number of suitable potential business ventures which may be
available to it will be extremely limited. The Company's principal business
2
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
business ventures of essentially any kind or nature, including, but not
limited to, finance, high technology, manufacturing, natural resources,
service, research and development, communications, insurance, brokerage,
transportation and others. Management's discretion is unrestricted and it may
participate in any business venture whatsoever, which may meet the business
objectives discussed herein. It is emphasized that the business objectives
discussed are extremely general and are not intended to be restrictive upon
the discretion of management.
The Company will seek one or more potential business ventures from its
known sources, but will rely heavily on personal contacts of its principal
officer and director as well as indirect associations between them and other
business and professional people. It is not anticipated that the Company will
engage professional firms specializing in business acquisitions or
reorganizations. In some instances, the Company may publish notices or
advertisements seeking a potential business venture in financial or trade
publications.
The Company will not restrict its search to 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 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.
Firms which seek the Company's participation in their operations through
a reorganization, asset acquisition, or some other means may desire to do so
to avoid what such firms may deem to be adverse factors related to undertaking
a public offering. Such factors include substantial time requirements and
legal costs, along with other conditions or requirements imposed by various
state laws.
To a large extent, a decision to participate in a specific business
endeavor may be made upon management's analysis of the quality of the other
firm's management and personnel, the anticipated acceptability of new products
or marketing concepts, the merit of technological changes, and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated
that the results of a specific firm to date may not necessarily be indicative
of the potential for the future because of the requirement to substantially
shift marketing approaches, expand significantly, change product emphasis,
change or substantially augment management, and other factors. Because the
3
Company may participate in business endeavors with newly organized firms or
with firms which are entering a new phase of their growth, it should be
emphasized that the Company will incur further risks since management in many
instances will not have proved its abilities or effectiveness, the eventual
market of such firm's product or services will likely not be established, and
the profitability of the firm will be unproved and cannot be predicted.
As part of the Company's investigation, officers and directors will meet
personally with management and key personnel of the firm sponsoring the
business opportunity, may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided, check
references of management and key personnel, and conduct other reasonable
measures, to the extent of the Company's limited financial resources and
management and technical expertise.
Generally, the Company will analyze all available factors in the
circumstances and make a determination based upon a composite of available
facts, without reliance upon any single factor as controlling.
It is anticipated that business endeavors will be available to the
Company from various sources, including its officers and directors,
professional advisors, securities broker-dealers, venture capitalists, members
of the financial community, and other who may present unsolicited proposals.
In certain circumstances, the Company may agree to pay a finder's fee or to
otherwise compensate investment banking or other services provided by persons
who are unaffiliated with the Company but who submit a potential business
endeavor in which the Company participates. No such finder's or other fees
will be paid to any person who is an officer, director, owner of record or to
the knowledge of the Company owner beneficially, of 10% or more of the
Company's issued and outstanding stock, without the approval of a majority of
disinterested shareholders.
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.
4
It is anticipated that the investigation of specific business endeavors
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business endeavor, the costs
theretofore incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a
specific business venture, the failure to consummate that transaction may
result in the loss to the Company of the related costs incurred.
The Issuer has not yet engaged in any business activities. The Company
has no formal business plan or any particular area of business in which it
intends to engage. Management of the Company will attempt to acquire on
behalf of the Company assets, properties and/or ongoing businesses which it
believes are potential for successful development. This may include
businesses or assets related to manufacturing, retail and wholesale sales,
industrial development, and natural resource development or any other field of
business or endeavor which Management of the Company may encounter. Management
of the Company have not adopted any formal business plan or conducted any
market studies with respect to any business or industry. No representation is
made that Management of the Company have any particular expertise in
connection with the proposed activities of the Company or any particular
industry or business field. Management of the Company may rely on independent
experts or consultants in any business field in connection with their
examination and investigation of potential acquisitions.
(C) REPORTS TO SECURITY HOLDERS.
The Company is subject to certain of the informational requirements of
the Securities Exchange Act of 1934, as amended (The "Exchange Act") and, in
accordance therewith, files reports and other information with the Commission.
Reports and other information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act are available
for inspection and copying at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following regional offices of the Commission: New York Regional
Office, 7 World Trade Center, New York, New York 10007; Chicago Regional
Office, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material may be obtained from the public reference section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains an Internet Web site that contains reports, proxy and
information statements and other information regarding issuers that file such
reports electronically with the Commission. Such site is accessible by the
public through any Internet access service provider and is located at
http://www.sec.gov. Copies of the Company's Annual, Quarterly and other
Reports filed by the Company with the Commission are also available upon
request, without charge, by writing the Company.
5
ITEM 2. PROPERTIES.
The Issuer has no significant properties or assets. The Company has no
office facilities or employees. The Company uses the address of its President
for its mailing address.
ITEM 3. LEGAL PROCEEDINGS.
There are not currently any material pending legal proceedings, to which
the Issuer is a party or of which any of its property is subject and no such
proceedings are known to the Issuer 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 the security holders, through
solicitation of proxies or otherwise during the 4th quarter of the fiscal year
covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION.
The Issuer's common stock has not been actively traded, although it is
listed on the OTC Bulletin Board under the symbol "BUDF".
(B) HOLDERS.
The approximate number of record holders of the Issuer's common stock as
of February 2, 2000, is 131.
(C) DIVIDENDS.
The Issuer 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.
All shares of stock, when issued, will be fully-paid and nonassessable.
All shares are equal to each other with respect to voting, liquidation and
dividend rights. Holders of shares of common stock are entitled to one vote
for each share they own at any stockholders' meeting. Holders of shares of
common stock are entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available therefor, and upon
liquidation are entitled to participate pro-rata in a distribution of assets
6
available for such a distribution to stockholders. There are no conversion,
pre-emptive or other subscription rights or privileges with respect to any
shares. Reference is made to the Company's Articles of Incorporation together
with the Amendments thereto and its By-Laws as well as to the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of common stock. The common stock of the Company
does not have cumulative voting rights which means that the holders of more
than 50% of the shares voting for the election of directors may elect all of
the directors if they choose to do so. In such event, the holders of the
remaining shares aggregating less than 50% will not be able to elect any
directors.
ITEM 6 . MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company was formed to effectuate a public stock offering and then to
look for potential acquisitions. It has not yet made any acquisitions. The
Company has no significant assets.
The Company's plan of operations is to actively seek a business
combination with an ongoing private business enterprise, although no specific
combination is presently contemplated.
ITEM 7. FINANCIAL STATEMENTS.
See attached financial statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
During the two most recent fiscal years, there has not been any change
in the principal independent accountant for the Issuer, and there has been no
disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
(A) IDENTIFICATION OF DIRECTORS.
The current director of the Issuer, who will serve until the next annual
meeting, or until his successor is elected or appointed and qualified, is set
forth below:
7
<TABLE>
<S> <C> <C> <C>
YEAR FIRST ELECTED POSITION
NAME AGE
AS DIRECTOR President, Secretary
Thomas G. Kimble 53 and Director
Since September 17,
1997
</TABLE>
(B) IDENTIFICATION OF EXECUTIVE OFFICERS.
Same as above.
(C) SIGNIFICANT EMPLOYEES.
The Issuer has no significant employees.
(D) FAMILY RELATIONSHIPS.
None
(E) BUSINESS EXPERIENCE.
(1) Background
Thomas G. Kimble, graduated from the University of Utah in 1970. He
received his his J.D. degree from the University of Utah in 1973. Since 1973
he has engaged in the private practice of law in Salt Lake City, Utah
specializing in securities law.
(2) Directorships
Except as described herein, none of the Issuer's directors, nor any
person nominated or chosen to become a director holds any other directorships
in any other company with 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 of the officers or directors have been involved in any material
legal proceedings which occurred within the last five years of any type as
described in Section 401(f) of Regulation S-K.
8
ITEM 10. EXECUTIVE COMPENSATION.
(A) CASH COMPENSATION.
None of the Issuer's officers or directors individually received any salary,
wage or other compensation during the last two financial years. During the
current fiscal year the Issuer has no present plans to pay any other
compensation to officers or directors.
(B) COMPENSATION PURSUANT TO PLANS.
There are presently no ongoing pension or other plans or arrangements
pursuant to which remuneration is proposed to be paid in the future to any of
the officers and directors of the Issuer.
(C) OTHER COMPENSATION.
None.
(D) COMPENSATION TO DIRECTORS.
None.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &
MANAGEMENT.
The following table sets forth the beneficial stock ownership of all
persons known by the Issuer to own more than 5% of the outstanding common
stock, and the officers and directors, both individually and as a group.
<TABLE>
<S> <C> <C> <C>
Name and Address of Position with Amount and Nature of % of
Beneficial Owner Beneficial Ownership Class
Company
Thomas G. Kimble 1,643,800 (1) 82%
President
Secretary-
Treasurer and
Director
All officers & directorsas a group
1 person
</TABLE>
(1) Includes all shares beneficially owned, regardless of the form of
ownership.
9
CHANGES IN CONTROL.
There are no arrangements including pledges by any person of securities
of the Company, the operation of which may at a subsequent date result in a
change in control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS.
On September 17, 1997, the Company issued 1,643,800 shares (adjusted for
recent 1 for 5 reverse split) to the Company's President for $16,439.
No officer, director, promoter, or affiliate of the Issuer has or
proposes to have any direct or indirect material interest by security
holdings, contracts, options, or otherwise in the Issuer or any asset proposed
to be acquired by the Issuer other than as described herein.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this
report:
1. Audited Financial Statements are included as part of this report.
2. Financial Statement Schedules.
None.
3. Exhibits.
None.
Reports on Form 8-K.
The Company filed no reports on Form 8-K during the last quarter of the
year ended December 31, 1999.
10
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Issuer has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
BUD FINANCIAL GROUP, INC.
Date: February 2, 2000 /s/ Thomas G. Kimble
Thomas G. Kimble, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Issuer and in the capacities and on the dates indicated.
Date: February 2, 2000 /s/ Thomas G. Kimble
Thomas G. Kimble, Director
BUD FINANCIAL GROUP, INC.
(Formerly The Bud Financial Group, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 1999
WITH
INDEPENDENT AUDITOR'S REPORT
BUD FINANCIAL GROUP, INC.
(Formerly The Bud Financial Group, Inc.)
(A Development Stage Company)
CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity 4-6
Statements of Cash Flows 7
Notes to Financial Statements 8-11
Independent Auditor's Report
Directors and Stockholders'
BUD FINANCIAL GROUP, INC.
(Formerly The Bud Financial Group, Inc.)
Salt Lake City, Utah
I have audited the accompanying balance sheets of Bud Financial Group,
Inc. (a development stage company) as of December 31, 1999 and 1998 and
the related statements of operations, stockholders' equity and cash
flows for the years then ended and from July 1, 1994 to December 31,
1998. 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 audits. The financial statements
of Bud Financial Group, Inc. from inception (June 6, 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 audits 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 audits
provide 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 Bud
Financial Group, Inc. (a development stage company) at December 31, 1999
and 1998 and the results of its operations and its cash flows for the
years then ended and from July 1, 1994 to December 31, 1999 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
January 26, 2000
<PAGE>
BUD FINANCIAL GROUP, INC.
(Formerly The Bud Financial Group, Inc.)
(A Development Stage Company)
BALANCE SHEETS
ASSETS
December 31, December 31,
1999 1998
CURRENT ASSETS
Cash on hand $2,490 $276
Cash in escrow 6,017 5,892
_________ __________
Total current assets 8,507 6,168
_________ __________
TOTAL ASSETS $8,507 $6,168
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $400 $0
_________ __________
Total current liabilities 400 0
_________ __________
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, Series A $.0001 par value,
10,000,000 shares authorized, discontinued in 0 0
1999, no shares issued and outstanding in 1998
Preferred stock, $.001 par value, 1,000,000 shares
authorized; no shares issued and outstanding 0 0
Common stock, $.001 par value, 50,000,000 shares
authorized; 2,000,000 and 10,000,000 shares 2,000 1,000
issued and outstanding respectively
Additional paid-in capital 80,360 69,360
Deficit accumulated during the development stage (74,253) (64,192)
_________ __________
Total stockholders' equity (deficit) 8,107 6,168
_________ __________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $8,507 $6,168
========= ==========
The accompanying notes are an integral part of these financial statements.
2
BUD FINANCIAL GROUP, INC.
(Formerly the Bud financial Group, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For The For The Cumulative
Year Ended Year Ended During the
December 31, December 31, Development
1999 1998 Stage
REVENUES
Interest Income $164 $178 $5,239
Gain on sale of marketable securities 0 0 21,068
Other income 0 0 6,876
_________________________________
Total revenues 164 178 33,183
_________________________________
EXPENSES
Amortization 0 0 500
Consulting 0 0 10,800
Interest 0 0 2,085
Miscellaneous 0 0 125
Offering expenses 0 0 12,000
Office expenses 1,825 270 4,807
Rent 0 0 2,781
Research fees 0 0 300
Professional services 6,655 0 57,697
Stock transfer fees 786 0 5,047
Travel 959 0 1,571
Bad debt expense 0 0 26,250
_________________________________
Total expenses 10,225 270 123,963
_________________________________
INCOME(LOSS) BEFORE EXTRAORDINARY (10,061) (92) (90,780)
ITEM
Extraordinary item - gain on
extinguishment of debt (net of 0 0 16,527
income tax of $0) _________________________________
NET INCOME (LOSS) BEFORE TAXES (10,061) (92) (74,253)
(PROVISIONS) FOR BENEFIT OF 0 0 0
INCOME TAXES _________________________________
NET INCOME (LOSS) (10,061) (92) (74,253)
=================================
EARNINGS(LOSS) PER COMMON SHARE $0.00 $0.00 $0.03
=================================
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
BUD FINANCIAL GROUP, INC.
(Formerly The Bud Financial Group, Inc.)
( A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage
BALANCE, Inception June 6, 1988) 0 $0 $0 $0
June 6, 1988, issuance of $.0001
par value common shares at
$.00125 per share 1,000,000 100 7,400 0
Rent for 1988 provided by the 0 0 100 0
Company's President
Net income(loss) from inception
to December 31, 1988 0 0 0 (13,344)
________________________________
BALANCE, December 31, 1988 1,000,000 100 7,500 (13,344)
Rent for 1989 provided by the 0 0 100 0
Company's President
Net income (loss) for the year
ended December 31, 1989 0 0 0 (11,949)
________________________________
BALANCE, December 31, 1989 1,000,000 100 7,600 (25,293)
Rent for 1990 provided by the 0 0 100 0
Company's President
Net income(loss) for the year
ended December 31, 1990 0 0 0 (13,190)
________________________________
BALANCE, December 30, 1990 1,000,000 100 7,700 (38,483)
Issuance of common shares for
cash July 18, 1991 at 95,000 10 9,490 0
$.10 per share
Net income(loss) for the year
ended December 31, 1991 0 0 0 23,234
________________________________
BALANCE, December 31, 1991 1,095,000 110 17,190 (15,249)
Issuance of common stock for
services at approximately 800,000 80 721 0
par value ($.001)
Net Income(Loss) for the year
ended December 31, 1992 0 0 0 (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 0
Issuance of common stock for
services $.00075 per share 400,000 40 260 0
Cancellation of common shares (400,000) (40) 40 0
issued
Net income(loss) for the year
ended December 31, 1993 0 0 0 (2,792)
________________________________
BALANCE, December 31, 1993 1,905,000 $191 $18,730 $(22,083)
======= ======= ====== =========
The accompanying notes are an integral part of these financial statements.
4
BUD FINANCIAL GROUP, INC.
(Formerly 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 1,000,000 100 4,900 0
$.005 per share
Issuance of common shares for
$5,000 cash and $25,000 note,
December 1994 at $.005 per
share 6,000,000 600 29,400 0
1 for 5 reverse split of the
Company's common stock (7,124,000) (713) 713 0
Net income(loss) for the year
ended December 31, 1994 0 0 0 (12,322)
_________________________________
BALANCE, December 31, 1994 1,781,000 178 53,743 (34,405)
Net income(loss) for the year
ended December 31, 1995 0 0 0 (14,535)
_________________________________
BALANCE, December 31, 1995 1,781,000 178 53,743 (48,940)
Net income(loss) for the year
ended December 31, 1996 0 0 0 (16,282)
_________________________________
BALANCE, December 31, 1996 1,781,000 178 53,743 (65,222)
Issuance of common shares for
cash and to pay expenses,
September 1997 at $.002 per
share 8,219,000 822 15,617 0
Net income(loss) for the year
ended December 31, 1997 0 0 0 1,122
_______________ _______ _________
BALANCE, December 31, 1997 10,000,000 1,000 69,360 (64,100)
Net income(loss) for the year
ended December 31, 1998 0 0 0 (92)
_______________ _______ _________
Balance, December 31, 1998 10,000,000 $1,000 $69,360 $64,192
=============== ======= =========
The accompanying notes are an integral part of these financial statements.
5
BUD FINANCIAL GROUP, INC.
(Formerly 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, 1998 10,000,000 $1,000 $69,360 $(64,192)
One for five reverse common
stock split, March 1999 (8,000,000) (800) 800 0
Change of common stock par
value from $.0001 per share
to $.001 per share, March 1999 0 1,800 (1,800) 0
Capital contributed by 0 0 12,000 0
shareholder
Net income(loss) for the year
ended December 31, 1999 0 0 0 (10,061)
________________________________
Balance, December 31, 1999 2,000,000 $2,000 $80,360 $(74,253)
======= ======= ====== ========
The accompanying notes are an integral part of these financial statements.
6
BUD FINANCIAL GROUP, INC.
(Formerly 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
1999 1998 Stage
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(10,061) $(92) $(74,253)
Adjustments to reconcile net income
(loss)to net cash used by operations
Organization costs 0 0 (500)
Research fees and expenses paid by 0 0 9,239
common stock
Bad Debt allowance 0 0 26,250
Amortization 0 0 500
Forgiveness of debt 0 0 (21,739)
Rent provided free 0 0 200
Deferred tax asset 0 0 0
Changes in assets and liabilities
Increase in accrued interest 0 0 (1,250)
receivable
Increase(decrease) in accounts 400 0 1,093
payable
Increase(decrease) in accrued 0 0 0
interest payable _______________________________
Net cash provided(used) by (9,661) (92) (60,460)
operations _______________________________
CASH FLOWS FROM INVESTING ACTIVITIES
Officer advances 0 0 15,493
Payment on officer advances 0 0 (3,061)
_______________________________
Net cash provided by investing 0 0 12,432
activities _______________________________
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from borrowing 0 0 6,906
Repayments of borrowing - net 0 0 (126,323)
Proceeds from sale of investments 0 0 128,032
Proceeds from sale of common stock 0 0 18,420
Contribution to capital 12,000 0 17,000
Common stock issued for cash 0 0 7,500
Common stock issued to pay accounts 0 0 5,000
payable _______________________________
Net cash provided by financing 12,000 0 56,535
activities _______________________________
INCREASE (DECREASE) IN CASH 2,339 (92) 8,507
CASH - BEGINNING OF PERIOD 6,168 6,260 0
_______________________________
CASH - END OF PERIOD $8,507 $6,168 $8,507
===============================
NONCASH TRANSACTIONS
Note exchanged for debt and interest $0 $0 $16,527
===============================
Stock issued to pay for services and $0 $0 $15,040
expenses ===============================
SUPPLEMENTAL DISCLOSURES
Interest $0 $0 $1,311
===============================
Taxes $0 $0 $40
===============================
The accompanying notes are an integral part of these financial statements.
7
BUD FINANCIAL GROUP, INC.
(Formerly 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 June 6, 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 1999 and 1998 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.
Income Taxes - Due to available net operating loss carryovers at
December 31, 1999 and a loss at December 31, 1999 no provision for
income taxes has been made. At December 31, 1999 and 1998, there were
no 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 (June 6, 1988) to December 31, 1998, 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 1999 and 1998.
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 June 6, 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.
8
<PAGE>
BUD FINANCIAL GROUP, INC.
(Formerly 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.
On September 17, 1997 the Company issued 8,219,000 shares of its common
stock at $.002 per share for $7,500 cash and to pay expenses valued at
$8,938. At the same time the Company's current management that was
appointed on January 17, 1997 (see note 3) resigned and new management
was appointed.
The Company during March 1999 changed it corporate domicile to Nevada.
At the time of the change the Company also changed its common stock par
value to $.001 per share and changed its authorized shares to 50,000,000
shares of common stock. The Company also authorized 1,000,000 shares of
preferred stock at $.001 par value which is also a change from previous
preferred stock capitalization and changed its name to Bud Financial
Group, Inc. At the same time the Company authorized a 1 for 5 reverse
stock split of its common stock. All share and per share amounts have
been restated to reflect the split.
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, a
former 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.
9
<PAGE>
BUD FINANCIAL GROUP, INC.
(Formerly The Bud Financial Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY TRANSACTIONS - CONTINUED
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.
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.
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
former President, Larry E. Clark, in exchange for a forgiveness of debt
from him for amounts he had advanced to the Company along with the
accrued interest receivable associated with the advances. At the time
of the exchange, the liability for advances and interest on the advances
combined to be $16,527. The Company had deemed the note receivable to
be uncollectible and of zero value (see note 6)and it was recorded as
such in prior periods. Thus, the full amount of the debt and accrued
interest on the debt was recorded as a gain on debt extinquishment in
the statement of operations at December 31, 1997.
On September 17, 1997 the Company issued 8,219,000 shares of its common
stock at $.002 per share for $7,500 cash and to pay expenses valued at
$8,938. At the same time the Company's current management that was
appointed on January 17, 1997 resigned and new management was appointed
During 1999 a stockholder contributed $12,000 to the Company to pay for
operating expenses. A stockholder is providing office space for the
Company. The free office space is deemed to have a nominal value. The
Company paid related party legal fees of $2,000 in 1999.
NOTE 4 - GOING CONCERN
The company has experienced a losses of $10,061 and $92 in 1999 and
1998 and has experienced losses from its inception. The Company has
limited operating capital and no income producing assets and again
sustained losses during its development stage which have caused an
earnings 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 is looking for a potential merger or acquisition partner.
10
BUD FINANCIAL GROUP, INC.
(Formerly The Bud Financial Group, Inc.)
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INCOME TAXES
Income tax expense consists of the following components:
Estimated current taxes payable $ -
Tax benefit of NOL carryforward -
Deferred taxes -
$ -
For tax purposes, the Company had available at December 31, 1999, net
operating loss ("NOL") carryforwards for regular Federal income tax
purposes of $55,720. The balance of NOL carryforwards of $55,720 will
expire as shown below. A valuation allowance of $8,930 has been
established for those tax credits which are not expected to be realized.
The change in the allowance during 1999 was $2,081 and during 1998 was
$14.
Year Amount
2005 $ 5,165
2006 1,124
2007 4,043
2008 2,792
2009 12,322
2010 7,777
2011 12,344
2018 92
2023 10,061
$55,720
NOTE 6 - SUBSEQUENT EVENT
The Company is negotiating to acquire all of the outstanding common
stock of a private corporation with offices in Richardson, Texas.
Currently their is no written agreement and the proposed acquisition is
subject to numerous conditions.
11
<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> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 8,507
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,507
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,507
<CURRENT-LIABILITIES> 400
<BONDS> 0
0
0
<COMMON> 2,000
<OTHER-SE> 6,107
<TOTAL-LIABILITY-AND-EQUITY> 8,507
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,225
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 164
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,061)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,061)
<EPS-BASIC> (0.00)
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</TABLE>
