-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TyZR0PEV4ZafMvERX0vMQ7TTId59zlBL49umfZFns8EC10Y+eU9vibjQvT9GKzzD +E7Nx99adQ1J9Kc1X5qqKA== /in/edgar/work/0001010412-00-000297/0001010412-00-000297.txt : 20001121 0001010412-00-000297.hdr.sgml : 20001121 ACCESSION NUMBER: 0001010412-00-000297 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BETHURUM LABORATORIES INC CENTRAL INDEX KEY: 0001075082 STANDARD INDUSTRIAL CLASSIFICATION: [6211 ] IRS NUMBER: 760050046 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-25167 FILM NUMBER: 773782 BUSINESS ADDRESS: STREET 1: 6371 RICHMOND #200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132668005 MAIL ADDRESS: STREET 1: 6371 RICHMOND #200 CITY: HOUSTON STATE: TX ZIP: 77057 10QSB 1 0001.txt QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 2000 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2000 ------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- ------------- Commission File No. 0-25167 ------ BETHURUM LABORATORIES, INC. ----------------------------------- (Name of Small Business Issuer in its Charter) UTAH 76-0050046 - ------------------------------- -------------------------- (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 6371 Richmond, #200 Houston, Texas 77057 ------------------------- (Address of Principal Executive Offices) Issuer's Telephone Number: (713) 266-8005 Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No --- --- --- --- (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes____ No ___ (APPLICABLE ONLY TO CORPORATE ISSUERS) State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: September 30, 2000 Common - 3,300,750 shares DOCUMENTS INCORPORATED BY REFERENCE NONE. Transitional Small Business Issuer Format Yes X No --- --- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Consolidated Financial Statements of the Company required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Consolidated Financial Statements fairly present the financial condition of the Company. BETHURUM LABORATORIES, INC. (A Development Stage Company) FINANCIAL STATEMENTS September 30, 2000 and December 31, 1999 BETHURUM LABORATORIES, INC. (A Development Stage Company) Balance Sheets
ASSETS September 30, December 31, 2000 1999 (Unaudited) CURRENT ASSETS Cash $ - $ - Total Current Assets - - TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 15,514 $ 14,361 Accrued interest 1,647 1,647 Total Liabilities 17,161 16,008 STOCKHOLDERS' EQUITY (DEFICIT) Common stock; authorized 100,000,000 common shares at $0.001 par value; 3,300,750 and 350,750 shares issued and outstanding 3,301 351 Additional paid-in capital 346,174 31,336 Stock subscription receivable (100,000) - Deficit accumulated during development stage (266,636) (47,695) Total Stockholders' Equity (Deficit) (17,161) (16,008) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
BETHURUM LABORATORIES, INC. (A Development Stage Company) Statements of Operations (Unaudited)
From Inception on For the For the October 9, Nine Months Ended Three Months Ended 1968 Through September 30, September 30, September 30, 2000 1999 2000 1999 2000 REVENUES $ - $ - $ - $ - $ - EXPENSES General and administrative 218,941 2,167 213,485 274 262,881 Total Expenses 218,941 2,167 213,485 274 262,881 LOSS FROM OPERATIONS (218,941) (2,167) (213,485) (274) (262,881) OTHER EXPENSE Interest expense - - - - (3,755) Total Other Expense - - - - (3,755) NET LOSS $ (218,941) $ (2,167)$(213,485) $ (274) $(266,636) BASIC LOSS PER SHARE $ (0.23) $ (0.01) $ (0.12) $(0.00) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 964,800 350,750 1,825,750 350,750
BETHURUM LABORATORIES, INC. (A Development Company) Statements of Stockholders' Equity (Deficit) From Inception on April 22, 1983 to September 30, 2000
Deficit Accumulated Additional Stock During the Common Stock Paid-in Subscription Development Shares Amount Capital Receivable Stage Balance on inception - $ - $ - $ - $ - Issuance of common stock for cash at inception at approximately $.05 per share 30,000 30 1,470 - - Issuance of common stock for cash at $0.06 per share 250,000 250 14,750 - - Common stock issued during reorganization agreement 1,000,000 1,000 (1,000) - - Cancellation of common stock from divestiture agreement (975,000) (975) 975 - - Net loss from inception on April 22, 1983 through December 31, 1986 - - - - (18,049) Balance, December 31, 1986 305,000 305 16,195 - - Net loss for the year ended December 31, 1987 - - - - (124) Balance, December 31, 1987 305,000 305 16,195 - (18,173) Net loss for the year ended December 31, 1988 - - - - (134) Balance, December 31, 1988 305,000 305 16,195 - (18,307) Net loss for the year ended December 31, 1989 - - - - (144) Balance, December 31, 1989 305,000 305 16,195 - (18,451) Net loss for the year ended December 31, 1990 - - - - (156) Balance, December 31, 1990 305,000 $ 305 $ 16,195 - $ (18,607) Net loss for the year ended December 31, 1991 - - - - (169) Balance, December 31, 1991 305,000 305 16,195 - (18,776) Net loss for the year ended December 31, 1992 - - - - (182) Balance, December 31, 1992 305,000 305 16,195 - (18,958) Net loss for the year ended December 31, 1993 - - - - (196) Balance, December 31, 1993 305,000 305 16,195 - (19,154) Net loss for the year ended December 31, 1994 - - - - (213) Balance, December 31, 1994 305,000 305 16,195 - (19,367) Net loss for the year ended December 31, 1995 - - - - (229) Balance, December 31, 1995 305,000 305 16,195 - (19,596) Expenses paid on the Company's behalf - - 473 - - Net loss for the year ended December 31, 1996 - - - - (6,385) Balance, December 31, 1996 305,000 305 16,195 - (25,981) Expenses paid on the Company's behalf - - 3,167 - - Net loss for the year ended December 31, 1997 - - - - (422) Balance, December 31, 1997 305,000 $ 305 $ 19,835 - $ (26,403) Expenses paid on the Company's behalf - - 1,218 - - Common stock issued for services at $0.10 per share 45,750 46 4,529 - - Net loss for the year ended December 31, 1998 - - - - (15,241) Balance, December 31, 1998 350,750 351 25,582 - (41,644) Expenses paid on the Company's behalf (unaudited) - - 5,754 - - Net loss for the year ended December 31, 1999 (unaudited) - - - - (6,051) Balance, December 31, 1999 350,750 $ 351 $ 31,336 - $ (47,695) Expenses paid on Company's behalf (unaudited) - - 5,288 - - Common stock issued for cash at $0.01 per share(unaudited) 1,250,000 1,250 11,250 - - Common stock issed for cash @ $0.12 per share (unaudited) 1,700,000 1,700 298,300 (100,000) - Net loss for the nine months ended September 30, 2000 (unaudited) - - - - (218,941) Balance, September 30, 2000 (unaudited) 3,300,750 $3,301 $ 346,174 $(100,000) $(266,636)
BETHURUM LABORATORIES, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited)
From Inception on For the For the October 9, Nine Months Ended Three Months Ended 1968 Through September 30, September 30, September 30, 2000 1999 2000 1999 2000 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(218,941) $ (2,167) $(213,485) $ (274) $(266,636) Adjustments to reconcile net loss to net cash (used) by operating activities: Common stock issued for services - - - - 4,575 Changes in operating assets and liabilities: Increase (decrease) in accounts payable 1,153 (3,587) (1,673) (2,489) 15,514 Increase (decrease) in accrued interest - - - - 1,647 Net Cash (Used) by Operating Activities (217,788) (5,754) (215,158) (2,763) (244,900) CASH FLOWS FROM INVESTING ACTIVITIES - - - - - CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 212,500 - 212,500 - 229,000 Additional paid-in capital 5,288 5,754 2,658 2,763 15,900 Net Cash Provided by Financing Activities 217,788 5,754 215,158 2,763 244,900 NET INCREASE IN CASH - - - - - CASH AT BEGINNING OF PERIOD - - - - - CASH AT END OF PERIOD $ - $ - $ - $ - $ - CASH PAID FOR: Interest $ - $ - $ - $ - $ - Income taxes $ - $ - $ - $ - $ -
BETHURUM LABORATORIES, INC. (A Development Stage Company) Notes the Financial Statements September 30, 2000 and December 31, 1999 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization The financial statements presented are those of Bethurum Laboratories, Inc., (development stage company). The Company was incorporated in the State of Utah on April 22, 1983 under the name Lion Resources, Inc. The Company was incorporated for the purpose of seeking business opportunities by mergers, acquisitions and/or asset purchases. The Company has redomiciled to the British Virgin Islands. On October 24, 1983, the Company acquired 100% of the outstanding stock of Bethurum Laboratories, Inc. (a Texas corporation) (BLI) through the issuance of 10,000,000 shares of its restricted common stock. In connection with the acquisition, the Company changed its name to Bethurum Laboratories, Inc. on October 27, 1983. In January 1985, the acquisition agreement was canceled due to non-performance of BLI. Ownership of BLI was returned to its former shareholders, and the shares issued by the Company in connection with the acquisition were canceled with the exception of 250,000 shares which were not returned. On October 24, 1983 and in conjunction with the reorganization agreement the Company's shareholders approved a forward split agreement, whereby the outstanding common shares were exchanged at a rate of 1.6667 shares for every 1 share outstanding. This increased the outstanding shares to 2,500,000 immediately prior to the reorganization agreement. On July 31, 2000 management approved a 1 for 10 reverse split of its outstanding common stock. All references to shares outstanding and loss per share have been retroactively restated. b. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. The Company has selected a December 31 year end. c. Basic Loss Per Common Share Basic loss per common share has been calculated based on the weighted average number of shares of common stock outstanding during the period. d. Provision for Taxes At September 30, 2000, the Company had net operating loss carryforwards of approximately $265,000 that may be offset against future taxable income through 2019. No tax benefit has been reported in the financial statements because the Company believes that there is a 50% chance or greater the net operating loss carryforwards will expire unused. Therefore, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. BETHURUM LABORATORIES, INC. (A Development Stage Company) Notes the Financial Statements September 30, 2000 and December 31, 1999 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) e. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. f. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. g. Unaudited Financial Statements The accompanying unaudited financial statements include all of the adjustments which, in the opinion of management, are necessary for a fair presentation. Such adjustments are of a normal recurring nature. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to seek a merger with an existing, operating company. NOTE 3 - MATERIAL EVENTS Effective July 19, 2000, pursuant to a Securities Purchase Agreement (the Benchmark Agreement) with Benchmark Merchant Partners, LC ("Benchmark"), Bethurum Laboratories, Inc., a Utah corporation ("Bethurum"), offered and sold an aggregate of 2,950,000 shares of its "restricted securities" (common stock) for an aggregate of $312,500, $100,000 of which was represented by a promissory note. 1,250,000 of these shares were sold at $0.01 per share to persons who had assisted Bethurum since the recommencement of its development stage approximately three years ago (the "Consulting Group"); and 1,700,000 of these shares were issued at $0.12 per share to Benchmark, an entity believed by Bethurum's management to be capable of assisting Bethurum in acquiring businesses engaged in the industries encompassed by its new Business Plan. BETHURUM LABORATORIES, INC. (A Development Stage Company) Notes the Financial Statements September 30, 2000 and December 31, 1999 NOTE 3 - MATERIAL EVENTS (Continued) Substantially all of the funds ($312,500), net of offering expenses, will be expended for payment of services and outstanding liabilities, past and present, and current legal and accounting expenses of Bethurum. In addition, the Benchmark Agreement provided that: (i) all 1,700,000 shares issued to Benchmark would be pledged to secure payment of the $100,000 promissory note of Benchmark that was executed and delivered to Bethurum as partial payment of the purchase price of the 1,700,000 shares, and which promissory note is due and payable on the earlier of the completion of an Agreement and Plan of Reorganization (the "Acquisition Agreement") with a wireless telecommunications network company serving developing foreign markets with strong growth potential and limited competition that has annual revenues of no less than $50,000,000 USD, earnings before interest, taxes, depreciation and amortization of no less than $12,500,000 USD and stockholders' equity of not less than $10,000,000 USD (*the "Suitable Reorganization Candidate"); (ii) if the Acquisition Agreement is not completed by December 31, 2000, the 1,700,000 shares issued to benchmark shall be canceled to Bethurum's treasury, the promissory note will be canceled and Bethurum will pay Benchmark the sum of $75,000, retaining the $125,000 balance of the purchase price of the 1,700,000 shares as liquidated damages; (iii) all 2,950,000 shares issued were accorded "registration rights" providing for the filing of a registration statement covering such securities, along with all securities heretofore issued by Bethurum during any period when it may have been deemed to have been a "shell" company, within 45 days of the completion of the Acquisition Agreement. Bethurum has no written agreement or other understanding or arrangement with any Suitable Reorganization Candidate, and the completion of the Acquisition Agreement is conditioned upon the finding of a suitable Reorganization Candidate that satisfies the conditions outlined above and the Acquisition Agreement prior to December 31, 2000. No assurance can be given Reorganization Candidate will be completed. Item 2. Management's Discussion and Analysis or Plan of Operation. Plan of Operation. - ------------------ The Company has not engaged in any material operations or had any revenues from operations during the last two fiscal years. On June 15, 2000, the Company's Board of Directors adopted a Business Plan providing for Bethurum to develop and market wireless telecommunications networks in the developing markets in third world countries and to raise the necessary capital to engage in this industry. The Company has filed an S-4 Registration Statement with the Securities and Exchange Commission that became effective October 11, 2000, regarding changing its domicile to the British Virgin Islands; this Registration Statement is incorporated herein by reference. See Item 6. During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining the Company in good standing, which may be advanced by management or principal stockholders as loans to the Company. Any such sums should be nominal. Results of Operations. - ---------------------- At September 30, 2000, the Company had $0 in assets and $17,161 in liabilities. The Company had no revenues for the three months ended September 30, 2000 and 1999, with $213,485 and $274 in expenses, for net losses of ($213,485) and ($274), respectively. The Company had no revenues for the nine months ended September 30, 2000 and 1999, with $218,941 and $2,167 in expenses, for net losses of ($218,941) and ($2,167), respectively. The Company incurred losses of ($218,941) for the period ended September 30, 2000; and ($2,167) for the period ended June 30, 1999. Primarily all of these expenses were utilized for attorney's fees, accounting fees and filing fees to maintain the Company in good standing and to file its reports with the Securities and Exchange Commission. Liquidity. - ---------- At September 30, 2000, the Company had no current assets, with total current liabilities of $17,161. Total stockholder's equity was ($17,161). During the period ended September 30, 2000, capital contributions by a principal stockholder amounted to $5,288; $312,500 was received from the sale of "restricted securities;" and, the amount of $5,754 was similarly contributed during the year ended December 31, 1999. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None; not applicable. Item 2. Changes in Securities. On July 30, 2000, the Company approved a 1 for 10 reverse split of its outstanding common stock, effective on August 14, 2000. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. The Company has filed an S-4 Registration Statement with the Securities and Exchange Commission that became effective October 11, 2000. The Company had a stockholders meeting scheduled for November 10, 2000, to vote on changing the Company's domicile to the British Virgin Islands; this action was approved at the stockholders meeting. Item 5. Other Information. None; not applicable. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Annual Report for the year ended December 31, 1999.* S-4 Registration Statement that became effective October 11, 2000. (b) Reports on Form 8-K. 8-K Current Report dated July 19, 2000, filed with the Securities and Exchange Commission on August 7, 2000. *Incorporated herein by reference. 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 thereunto duly authorized. BETHURUM LABORATORIES, INC. Date: 11/20/2000 By/s/William A. Silvey, Jr. ---------- ------------------------ William A. Silvey, Jr., Director and President Date: 11/20/2000 By/s/W. Scott Thompson ---------- ------------------------ W. Scott Thompson, Director Secretary EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-2000 SEP-30-2000 0 0 0 0 0 0 0 0 0 17161 0 0 0 3301 (20462) 0 0 0 0 218941 0 0 0 0 0 (218941) 0 0 0 (218941) (0.23) (0.23)
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