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: March 31, 2000 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) 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 27, 2000, 2,000,000. Transitiional Small Business Disclosure Format (check one): YES [ ] NO [X] PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BUD FINANCIAL GROUP, INC. (A Development Stage Company) FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 1999 WITH INDEPENDENT ACCOUNTANT'S REVIEW REPORT INDEPENDENT ACCOUNTANT'S REVIEW REPORT Board of Directors and Stockholders BUD FINANCIAL GROUP, INC. I have reviewed the accompanying balance sheet of Bud Financial Group, Inc. as of March 31, 2000, and the related statements of operations, and cash flows for the three months ended March 31, 2000 and 1999. These financial statements are the responsibility of the management of Bud Financial Group, Inc.. I conducted my review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial statements consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion. Based on my review, I am not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. Salt Lake City, Utah April 25, 2000 BUD FINANCIAL GROUP, INC. (A Development Stage Company) BALANCE SHEETS ASSETS March 31, December 31, 2000 1999 (Unaudited) CURRENT ASSETS: Cash $7,066 $8,507 _________ ____________ Total Current Assets 7,066 8,507 _________ ____________ TOTAL ASSETS $7,066 $8,507 ========= ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $0 $400 _________ ____________ Total Current Liabilities 0 400 _________ ____________ STOCKHOLDERS' EQUITY: Preferred stock; Series A $.0001 par value, 10,000,000 shares authorized, discontinued in 1999, no shares issued and outstanding in 1998 0 0 Preferred stock, $.001 par value, 1,000,000 shares authorized; no shares issued and outstanding 0 0 Common stock; $.0001 par value, 500,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding respectively 2,000 2,000 Capital in excess of par value 83,360 80,360 Earnings(deficit) accumulated during the (78,294) (74,253) development stage _________ ____________ Total Stockholders' Equity 7,066 8,107 _________ ____________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,066 $8,507 ========= ============ See Notes to Financial Statements. BUD FINANCIAL GROUP, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) For the Three Cumulative Months Ended During the March 31, Development 2000 1999 Stage REVENUE Interest income $41 $40 $5,280 Gain on sale of marketable securities 0 0 21,068 Other income 0 0 6,876 ________________________________ Total revenues 41 40 33,224 ________________________________ 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 360 275 5,167 Rent 0 0 2,781 Research fees 0 0 300 Professional services 3,182 3,650 60,879 Stock transfer fees 540 272 5,587 Travel 0 0 1,571 Bad debt expense 0 0 26,250 ________________________________ Total expenses 4,082 4,197 128,045 ________________________________ INCOME (LOSS) BEFORE EXTRA- ORDINARY ITEM (4,041) (4,157) (94,821) Extraordinary Item - gain on extinguishment of debt (net of income tax of $0) 0 0 16,527 ________________________________ NET INCOME (LOSS) BEFORE TAXES (4,041) (4,157) (78,294) PROVISION FOR INCOME TAXES 0 0 0 ________________________________ NET INCOME (LOSS) $(4,041) $(4,157) $(78,294) ================================ EARNINGS (LOSS) PER SHARE $0.00 $0.00 $0.03 ================================ See Notes to Financial Statements. BUD FINANCIAL GROUP, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the Three Cumulative Months Ended During the March 31, Development 2000 1999 Stage CASH FLOWS FROM OPERATING ACTIVITIES Net income $(4,041)$(4,157) $(78,294) Adjustments to reconcile net income (loss) to net cash used by operations Organization costs 0 0 (500) Research fees and expenses paid by common stock 0 0 9,239 Bad debt allowance 0 0 26,250 Amortization 0 0 500 Forgiveness of debt 0 0 (21,739) Rent provided free 0 0 200 Changes in assets and liabilities Increases in accrued interest receivable 0 0 (1,250) Increase (decrease) in accounts payable (400) 0 693 Increase in accrued interest payable 0 0 0 ____________________________ Net Cash Provided (Used) by Operating (4,441) (4,157) (64,901) Activities ____________________________ CASH FLOWS FROM INVESTING ACTIVITIES Officer cash advances 0 0 15,493 Payment on officer advances 0 0 (3,061) ____________________________ Net Cash Provided by Investing 0 0 12,432 Activities ____________________________ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowing 0 0 6,906 Repayments of borrowing - net 0 0 (126,323) Proceeds form sale of investments 0 0 128,032 Proceeds from sale of common stock 0 0 18,420 Contribution of capital 3,000 6,000 20,000 Common stock issued for cash 0 0 7,500 Common stock issued to pay accounts payable 0 0 5,000 ____________________________ Net Cash Provided by Financing 3,000 6,000 59,535 Activities ____________________________ NET INCREASE (DECREASE) IN CASH (1,441) 1,843 7,066 CASH - BEGINNING OF PERIOD 8,507 6,168 0 ____________________________ CASH - END OF PERIOD $7,066 $8,011 $7,066 ============================ NONCASH TRANSACTIONS Note exchanged for debt and interest $0 $0 $16,527 ============================ Stock issued to pay for services and expenses $0 $0 $15,040 ============================ SUPPLEMENTAL DISCLOSURES Interest $0 $0 $1,311 ============================ Taxes $0 $0 $40 ============================ See Notes to Financial Statements. 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 March 31, 2000 and 1999 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, 1999 audited financial statements. The results of operations for the periods ended March 31, 2000 and 1999 are not necessarily indicative of the operating results for the full year. NOTE 2 - ACQUISITION NEGOTIATIONS The Company is negotiating to acquire all of the outstanding common stock of a private corporation with offices in Richardson, Texas. The proposed acquisition is subject to numerous conditions. 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. The Company completed a public stock offering in 1991. The offering was 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, 2000, 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 acquisitions. 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 None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K None. 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 27, 2000 By: /s/Thomas G. Kimble Thomas G. Kimble, President