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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
Amendment Number 1
_______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Earliest Event Reported: June 12, 2003
TAURUS ENTERTAINMENT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-08835 87-0736215
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
19901 Southwest Freeway, Suite 209
Sugar Land, Texas 77479
(Address of principal executive offices, including zip code)
(281) 207-5484
(Registrant's telephone number, including area code)
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Item 7. Financial Statements
On June 12, 2003, Taurus Entertainment Companies, Inc. ("Taurus"), a
Colorado corporation and Alfred Oglesby, the sole stockholder of all the
outstanding capital stock of Bluestar Physical Therapy, Inc., a Texas
corporation ("Bluestar"), entered into a Stock Exchange Agreement ("Exchange
Agreement") whereby Mr. Oglesby tendered to Taurus all issued and outstanding
shares of common stock of Bluestar in exchange for 9,650,000 shares of
restricted common stock of Taurus. Bluestar is now a wholly-owned subsidiary of
Taurus.
At the same time, the Board of Directors appointed Mr. Oglesby as a
Director of Taurus and appointed Mr. Oglesby as President and Chief Financial
Officer.
We previously reported this transaction on Form 8-K dated June 12, 2003 and
filed on June 16, 2003. This Amendment Number 1 to Form 8-K contains the
audited financial information in connection with this transaction. The audited
financial information begins on page F-1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TAURUS ENTERTAINMENT COMPANIES, INC.
Date: August 11, 2003 By: /s/ Alfred Oglesby
---------------------------------------------
Alfred Oglesby, Director, President and
Chief Financial Officer
INDEPENDENT AUDITORS' REPORT
To the Stockholder and Board of Directors
Bluestar Physical Therapy, Inc. (A Development Stage Company)
Houston, Texas
We have audited the accompanying balance sheet of Bluestar Physical Therapy,
Inc. (a Development Stage Company) as of May 31, 2003, and the related
statements of operations, stockholder's equity (deficit), and cash flows for the
period from March 18, 2003 (inception) through May 31, 2003. These financial
statements are the responsibility of Bluestar's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bluestar Physical Therapy, Inc.
as of May 31, 2003, and the results of its operations and its cash flows for the
period March 18, 2003 (inception) through May 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.
Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com
July 28, 2003
BLUESTAR PHYSICAL THERAPY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
May 31, 2003
ASSETS
Current assets
Cash $128,872
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accrued payable $ 3,000
---------
Total current liabilities 3,000
---------
STOCKHOLDER'S EQUITY:
Common stock, $.001 par value, 20,000,000 shares
authorized, 9,650,000 shares issued and outstanding 9,650
Additional paid in capital 151,245
Deficit accumulated during the development stage (35,023)
---------
Total Stockholder's Equity 125,872
---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $128,872
=========
F-1
See accompanying summary of accounting policies
and notes to financial statements.
BLUESTAR PHYSICAL THERAPY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Period from March 18, 2003 (Inception) Through May 31, 2003
General and administrative $ 35,023
-----------
Net loss $ (35,023)
===========
Net loss per share:
Basic and diluted $ -
===========
Weighted average shares outstanding:
Basic and diluted 9,650,000
F-2
See accompanying summary of accounting policies
and notes to financial statements.
BLUESTAR PHYSICAL THERAPY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
Period from March 18, 2003 (Inception) through May 31, 2003
Deficit
accumulated
Common stock during the
------------------ Additional development
Shares Amount paid in capital stage Total
--------- ------- ---------------- --------- ---------
Issuance of common stock
for cash 9,650,000 $ 9,650 $ 151,245 $ - $160,895
Net loss - - - (35,023) (35,023)
--------- ------- ---------------- --------- ---------
Balance,
May 31, 2003 9,650,000 $ 9,650 $ 151,245 $(35,023) $125,872
========= ======= ================ ========= =========
F-3
See accompanying summary of accounting policies
and notes to financial statements.
BLUESTAR PHYSICAL THERAPY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Period from March 18, 2003 (Inception) Through May 31, 2003
Inception
through
December 31,
2002
--------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (35,023)
Changes in current assets and
liabilities:
Accounts payable 3,000
--------------
NET CASH USED IN OPERATING ACTIVITIES (32,023)
--------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 160,895
--------------
NET INCREASE (DECREASE) IN CASH -
Cash, beg. of period
--------------
Cash, end of period $ 128,872
==============
Supplemental information:
Income taxes paid $ -
Interest paid $ -
F-4
See accompanying summary of accounting policies
and notes to financial statements.
BLUESTAR PHYSICAL THERAPY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of business. On March 18, 2003 Bluestar Physical Therapy, Inc.
("Bluestar") was incorporated in Texas. Bluestar is a development stage company
which intends to acquire, develop, and operate licensed outpatient physical
therapy clinics nationwide. The clinics will provide post-operative care and
treatment for a variety of orthopedic related disorders and sports-related
injuries only on an outpatient basis. Bluestar's growth strategy is to acquire
and develop outpatient physical therapy clinics initially in Texas and the South
and later to expand on a national basis.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could differ from
those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid financial
instruments with purchased maturities of three months or less.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Basic Loss Per Share
Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent Accounting Pronouncements
Bluestar does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Bluestar's results of
operations, financial position or cash flow.
NOTE 2 - INCOME TAXES
Bluestar has not yet realized income as of the date of this report, and no
provision for income taxes has been made. At May 31, 2003 a deferred tax asset
has not been recorded due to Bluestar's lack of operations to provide income to
use the net operating loss carryover of approximately $35,000 that expires in
2023.
NOTE 3 - COMMON STOCK
F-5
In March 2003, Bluestar issued 9,650,000 shares of common stock to its founding
stockholder in exchange for $145,895 in cash and expenses paid by the
stockholder totaling $15,000.
NOTE 4 - SUBSEQUENT EVENT
On June 12, 2003, the sole stockholder of Bluestar exchanged 100% of the
outstanding common stock of Bluestar for 9,650,000 shares of Taurus
Entertainment Companies, Inc. ("Taurus"), a publicly traded corporation.
Rick's Cabaret International, Inc, the former parent company of Taurus,
purchased all of the assets and assumed all of the liabilities of Taurus that
existed immediately prior to the merger with Bluestar. Rick's indemnified Taurus
for all of the liabilities that existed or that may arise in the future related
to the assets transferred to Rick's. Taurus agreed to pay $270,000 to Rick's,
payable $140,000 at closing, with $60,000 due on July 15, 2003, and $70,000 due
August 15, 2003. The majority stockholder personally guaranteed the payment of
the remaining $130,000.
For accounting purposes, the merger will be treated as an acquisition of Taurus
and a recapitalization of Bluestar. Immediately following the merger, the
stockholder of Bluestar will own 9,650,000, or 95% of the outstanding common
stock of Taurus.
F-6
PRO FORMA CONSOLIDATED BALANCE SHEET
The following unaudited pro forma consolidated balance sheet has been derived
from the balance sheet of Taurus Entertainment Companies, Inc. ("Taurus") at
September 30, 2002 and adjusts such information to give effect to the
acquisition of Bluestar Physical Therapy, Inc. ("Bluestar"), as if the
acquisition had occurred at September 30, 2002. This transaction was accounted
for as a reverse merger and recorded for accounting purposes as a
recapitalization of Bluestar. The pro forma balance sheet is presented for
informational purposes only and does not purport to be indicative of the
financial condition that would have resulted if the acquisition had been
consummated at September 30, 2002. The pro forma balance sheet should be read in
conjunction with the notes thereto and the financial statements and related
notes thereto of Bluestar contained elsewhere in this filing.
A pro-forma consolidated balance sheet is presented below.
Taurus Bluestar
September 30, May 31, Pro Forma
2002 2003 Adjustments Pro Forma
-------------- ---------- ------------ -----------
Current Assets:
Cash $ 50,565 $ 128,872 (30,565) $ 148,872
Accounts receivable 3,757 - (3,757) -
Other current assets 8,522 - (8,522) -
--------------- ---------- -----------
Total current assets 62,935 128,872 148,872
--------------- ---------- -----------
Property and equipment 2,135,490 - (2,135,490) -
Notes receivable 55,966 - (55,966) -
--------------- ---------- -----------
Total assets $ 2,254,391 $ 128,872 $ 148,872
=============== ========== ===========
Current liabilities:
Accounts payable - trade $ 51,564 $ 3,000 (51,564) $ 3,000
Current maturities, debt 9,923 (9,923) -
Note payable - - 270,000 270,000
Payable to parent 551,398 (551,398) -
Accrued expenses 42,958 (42,958) -
--------------- ---------- -----------
Total current liabilities 655,843 3,000 273,000
Long-term debt 453,658 (453,658) -
Stockholders' Equity:
Preferred stock -
Common stock 4,310 9,650 (3,752) 10,208
Additional paid-in capital 4,026,428 151,245 (4,184,173) -
Accumulated deficit (2,885,548) (35,023) 2,786,235 (134,336)
--------------- ---------- -----------
Total Stockholders'
Equity 1,145,190 125,872 (124,128)
--------------- ---------- -----------
$ 2,254,391 $ 128,872 $ 148,872
=============== ========== ===========
F-7
NOTES TO PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
BASIS OF PRESENTATION:
- ---------------------
On June 12, 2003, the Registrant acquired 100% of the issued and outstanding
shares of Bluestar in exchange for 9,650,000 shares, or approximately 95% of the
Registrant's common stock.
After the reorganization and stock purchase there will be 10,208,004 shares of
common stock outstanding of the combined entity.
PRO FORMA ADJUSTMENTS:
- ---------------------
The pro forma adjustments to the unaudited pro forma consolidated balance sheet
reflect the following adjustments:
- Elimination of all assets, liabilities and equity accounts of Taurus
because immediately after the merger, Taurus' parent company purchased
all assets and liabilities of Taurus.
- Record note payable of $270,000 to Taurus' former Parent for
indemnification of any current or future liabilities associated with
the assets of Taurus prior to the merger.
F-8