SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 10, 1996 ------------------------------------------------- Date of Report (date of earliest event reported) BUD FINANCIAL GROUP, INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Colorado 33-25779 84-1100609 - ------------------------------- ---------------- --------------- (State or other jurisdiction of (Commission File I.R.S. Employer incorporation or organization) Number) Identification No.) 4647 North 32nd Street, Suite 205, Phoenix, Arizona 85018 ------------------------------------------------------------- (Address of principal executive office) (602) 488-8431 -------------------------------- (Registrant's telephone number, including area code) 33806 North 70th Way, #BH-36 Scottsdale, Arizona 85377 ------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) ------------------------------------------------------------- <PAGE 1> Item 1. Changes in Control of Registrant On June 10, 1996, Larry E. Clark sold 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 sold 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 resulted in a change in control of The Bud Financial Group, Inc. The following tabulates holdings of Common Shares of The Bud Financial Group, Inc. held by all Directors, Officers and Principal Shareholders, individually and as a group. Name and Addresses of Number of Shares Percent of Officers and Directors of Common Stock Owned(1) - ---------------------- ---------------- ---------- Thomas L. McCrimmon 150,000 8% 3816 West Linbaugh, #408 Tampa, Florida 33624 Larry E. Clark 100,000 6% 33806 North 70th Way, Terra Vita #B-36 Scottsdale, Arizona 85377 Jay S. Hoffman, T.L. "Thom" 1,415,000 79% "Thom" Holmes, Steven E. Trabish and Ronald Conquest c/o 1999 Avenue of the Stars, Ste. 2050 Los Angeles, California 90067 Item 5. Other Events Change in Management Effective July 1, 1996, a new Board of Directors were elected to serve until the next annual meeting of Shareholders. The new directors are T.L. "Thom" Holmes, John H. Berry and Ronald Conquest. Effective July 1, 1996, new officers were appointed by the new Board of Directors to serve until the next annual meeting of shareholders. The new officers are: <PAGE 2> Ronald Conquest, Chairman & CEO John H. Berry, Secretary Change in Address and Telephone Number Effective July 1, 1996, the Company's new business address is, 4647 North 32nd Street, Suite 205, Phoenix, Arizona 84018. Effective July 1, 1996, the Company's new business telephone and fax numbers are; telephone ((602) 954-8588, fax (602) 957-9557. Change of Counsel Effective July 1, 1996, the Company appointed new legal counsel which is Mr. John Malmrose, whose business address is 409 North Palm Drive, #101, Beverly Hills, California 90210. Item 6. Resignation of Registrant's Directors As a result of the change in control set forth herein above the former Directors of the Company; Mr. Larry E. Clark, Mrs. Jacquelyn Clark and Ms. Donna J. Rose resigned as officers and directors of the Company effective July 1, 1996. None of the Directors referenced herein resigned because of a disagreement with the Registrant on any matter. <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)8-KJun95.bfg <PAGE 4>