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 September 30, 1995 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.) 33806 North 70th Way, Terra Vita #BH-36 Scottsdale, Arizona 85377 (Address of principal executive offices) (Zip Code) (602) 488-8431 (Registrant's telephone number, including area code) 9 Exchange Place, Suite 1006 Salt Lake City, Utah 84111 (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 September 30, 1995, 1,781,000 shares of common stock were outstanding. <page 1> PART I Item 1. Financial Statements: Unaudited financial statements for the quarter covered by this report are attached hereto. 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 effective July 1, 1996. <page 2> Ronald Conquest, John H. Berry and T.L. "Thom" Holmes were appointed as new officers and directors. Item 6. Exhibits and Reports on Form 8-K See attached Form 8-K dated June 26, 1996 reporting the change in control identified in Item 5 above. <page 3> 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: June 26, 1996 By: /s/ Larry E. Clark Larry E. Clark, President L7(b)10QSep95.bfg <page 4> June 24, 1996 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 nine months ended September 30, 1995 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. Casper & Casper <page 5> THE BUD FINANCIAL GROUP, INC. (A development stage company) STATEMENT OF FINANCIAL POSITION Sept 30, December 31, 1995 1994 (Unaudited) (Audited) ------------- ------------ ASSETS CURRENT ASSETS Cash in Bank $ 2,496 $ - Cash in escrow 5,341 5,236 Marketable securities - 128,032 Accrued interest receivable 625 625 ------------- ------------ Total current assets $ 8,462 $ 133,893 ------------- ------------ OTHER ASSETS Notes receivable 25,000 25,000 ------------- ------------ TOTAL ASSETS $ 33,462 $ 158,893 ============= ============ LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 550 $ 9,893 Advances from officers 4,500 129,484 ------------- ------------ Total current liabilities 5,050 139,377 ------------- ------------ 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 (25,509) (34,405) ------------- ------------ Total stockholders' equity 28,412 19,516 ------------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 33,462 $158,893 ============= ============ See accompanying notes to financial statements <page 6> THE BUD FINANCIAL GROUP, INC. (A development stage company) STATEMENT OF OPERATIONS Nine months Year ended ended Sept 30, December 31, 1995 1994 (Unaudited) (Audited) ------------- ------------ REVENUES Interest Income $ 2,605 $ 748 Gain on sale of marketable securities 21,068 - Other Income - 6,769 ------------- ------------ Total revenues 23,673 7,517 ------------- ------------ EXPENSES Consulting 10,000 - Interest - 184 Office expenses 20 2,377 Professional services 3,850 14,620 Rent exp - 2,481 Stockholder expenses 907 177 ------------- ------------ Total expenses 14,777 19,839 ------------- ------------ NET INCOME (LOSS) $ 8,896 $ (12,322) ============= ============ EARNINGS (LOSS) PER COMMON SHARE $ 0.005 $ (0.01) ============= ============ See accompanying notes to financial statements <page 7> THE BUD FINANCIAL GROUP, INC. (A development stage company) STATEMENT OF CASH FLOW Nine months Year ended ended Sept 30, December 31, 1995 1994 (Unaudited) (Audited) ------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 8,896 $ (12,322) Adjustments to net cash Forgiveness of debt - (6,259) (Increase) decrease in accrued interest receivable - (625) Increase (decrease) in accounts payable (9,342) 7,877 Increase (decrease) in officer advances - 1,452 ------------- ------------ Net cash provided (to) operations (446) (9,877) ------------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES - - ------------- ------------ CASH FLOW FROM FINANCING ACTIVITIES Repayments from borrowing - net (124,985) Proceeds from sale of investments 128,032 Proceeds from sale of common stock 100 Contribution to capital 4,900 Common stock issued to pay accounts payable 5,000 ------------- ------------ Net cash provided by financing activities 3,047 10,000 ------------- ------------ INCREASE (DECREASE) IN CASH 2,601 123 CASH - BEGINNING OF PERIOD 5,236 5,113 ------------- ------------ CASH - END OF PERIOD $ 7,837 $ 5,236 ============= ============ See accompanying notes to financial statements <page 8> 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 legal, <page 9> 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. <page 10>