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: September 30, 1999 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 October 28, 1999, 2,000,000. Transitiional Small Business Disclosure Format (check one): YES [ ] NO [X] PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Attached hereto are financial statements required by 310(b) of Regulation S-B. 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 September 30, 1999, 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: October 28, 1999 By: /s/Thomas G. Kimble Thomas G. Kimble, President BUD FINANCIAL GROUP, INC. (Formerly The Bud Financial Group, Inc.) (A Development Stage Company) BALANCE SHEETS ASSETS September 30, December 31, 1999 1998 (Unaudited) CURRENT ASSETS: Cash in bank $7,283 $6,168 _________ ________ Total Current Assets 7,283 6,168 _________ ________ TOTAL ASSETS $7,283 $6,168 ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $0 $0 _________ ________ Total Current Liabilities 0 0 _________ ________ STOCKHOLDERS' EQUITY: Preferred stock; $.001 par value, 1,000,000 shares authorized, no shares issued and 0 0 outstanding Common stock; $.001 par value, 50,000,000 shares authorized, 2,000,000 and 2,000,000 shares issued and outstanding respectively 2,000 2,000 Capital in excess of par value 77,860 68,360 Earnings (deficit) accumulated during the (72,577) (64,192) development stage _________ ________ Total Stockholders' Equity 7,283 6,168 _________ ________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,283 $6,168 ========= ======== See Notes to Financial Statements. BUD FINANCIAL GROUP, INC. (Formerly The Bud Financial Group, Inc.) (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) For the Three For the Nine Cumulative Months Ended Months Ended During the September 30, September 30, Development 1999 1998 1999 1998 Stage REVENUE Interest income $42 $43 $123 $130 $5,198 Gain on sale of Marketable 0 0 0 0 21,068 Securities Other income 0 0 0 0 6,876 ________________________________________ Total revenues 42 43 123 130 33,142 ________________________________________ 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 0 124 Offering expenses 0 0 0 0 12,000 Office expenses 10 5 330 265 3,312 Rent 0 0 0 0 2,781 Research fees 0 0 0 0 300 Professional services 541 0 7,391 0 58,434 Stock transfer fees 0 0 787 0 5,048 Travel 0 0 0 0 612 Bad debt expenses 0 0 0 0 26,250 ________________________________________ Total expenses 551 5 8,508 265 122,246 ________________________________________ INCOME (LOSS) BEFORE EXTRA- ORDINARY ITEM (509) 39 (8,385) (135) (89,104) Extraordinary item - gain on exstinguishment of debt (net of income tax of $0) 0 0 0 0 16,527 ________________________________________ NET INCOME (LOSS) BEFORE TAXES (509) 39 (8,385) 135 (72,577) ________________________________________ PROVISION FOR INCOME TAXES 0 0 0 0 0 ________________________________________ NET INCOME (LOSS) $(509) $39 $(8,385) $(135) $(72,577) ======================================== EARNINGS (LOSS) PER SHARE $0.00 $0.01 $0.00 $0.00 $0.16 ======================================== See Notes to Financial Statements. BUD FINANCIAL GROUP, INC. (Formerly The Bud Financial Group, Inc.) (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the Three For the Nine Cumulative Months Ended Months Ended During the September 30, September 30, Development 1999 1998 1999 1998 Stage CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(509) $39 $(8,385) $(135) $(72,577) 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 0 0 0 (21,739) Rent provided free 0 0 0 0 200 Changes in assets and liabilities Increase in accrued interest 0 0 0 0 (1,250) receivable Increase (decrease) in accounts 0 0 0 0 693 payable Increase in accrued interest 0 0 0 0 0 payable _______________________________________ Net Cash Provided (Used) by (509) 39 (8,385) (135) (59,184) Operating Activities ______________ ________________________ CASH FLOWS FROM INVESTING ACTIVITIES Officer cash advances 0 0 0 0 15,493 Payment on officer advances 0 0 0 0 (3,061) ______________ ________________________ Net Cash (Used) by Investing 0 0 0 0 12,432 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 from sale of investments 0 0 0 0 128,032 Proceeds from sale of common stock 0 0 0 0 18,420 Contribution of capital 1,500 0 9,500 0 14,500 Sale of common stock 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 Financing 1,500 0 9,500 0 54,035 Activities ______________ ________________________ NET INCREASE (DECREASE) IN CASH 991 39 1,115 (135) 7,283 CASH - BEGINNING OF PERIOD 6,292 6,086 6,168 6,260 0 ______________ ________________________ CASH - END OF PERIOD $7,283 $6,125 $7,283 $6,125 $7,283 ======================================= NONCASH TRANSACTIONS Note exchanged for debt and interest $0 $0 $0 $0 $16,527 ======================================= Stock issued to pay for services and $0 $0 $0 $0 $15,040 expenses ======================================= SUPPLEMENTAL DISCLOSURES Interest $0 $0 $0 $0 $1,311 ======================================= Taxes $0 $0 $0 $0 $40 ======================================= See Notes to Financial Statements. 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 September 30, 1999 and 1998 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, 1998 audited financial statements. The results of operations for the periods ended September 30, 1999 and 1998 are not necessarily indicative of the operating results for the full year.