Bull Run Inc · 10SB12G/A · On 2/12/99

Filed On 2/12/99   ·   SEC File 0-25341   ·   Accession Number 1047469-99-5511

Amendment to Registration of Securities of a Small-Business Issuer   ·   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          10     60K 
                          Small-Business Issuer                                  
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      4     12K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     22    111K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws      5     18K 

10SB12G/A   ·   Amendment to Registration of Securities of a Small-Business Issuer
Document Table of Contents

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      SECURITIES AND EXCHANGE COMMISSION

      WASHINGTON, D.C. 20549

     -------------------------------------

    AMENDMENT NO. 1 TO

      FORM 10-SB

      GENERAL FORM FOR REGISTRATION OF SECURITIES OF
      SMALL BUSINESS ISSUERS

     Under Section 12(b) or 12(g) of
     The Securities Exchange Act of 1934

      BULL RUN, INC.
      ----------------------------------------------
      (Name of Small Business Issuer in its charter)

Nevada                                       86-0869425         
---------------------------------           --------------------------------    
(State or Other Jurisdiction               (IRS Employer Identification No.)    
of Incorporation or Organization)                                               

Two Venture Plaza, Suite 350, Irvine, California                92618           
----------------------------------------------------------------------------    
(Address of principal executive offices)                     (Zip Code)         

      (949) 453-0300
     -------------------------------------------------
      (Issuer's Telephone Number, Including Area Code)

Securities to be registered under Section 12(b) of the Act:                     

                                                                · Download Table

Title of each class                Name of each exchange on which    
to be so registered                each class is to be registered    
---------------------              ----------------------------------
                                                                     
     Common                                       None               

Securities to be registered pursuant to section 12(g) of the Act:               

Common Stock, par value $.001                                                   
-----------------------------                                                   
(Title of Class)                                                    

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PART I

ITEM 1.   DESCRIPTION OF BUSINESS                                               

A.   BUSINESS DEVELOPMENT                                             

1.   FORM AND YEAR OF ORGANIZATION                          

Bull Run, Inc. a Nevada corporation ("Bull Run" or the "Company") was 
organized on April 14, 1997.                                                    

B.   BUSINESS OF ISSUER                                               

The Company plans on entering the preteen girls swimwear/sportswear   
business.  The line is designed with a constant focus on what preteen girls     
like to wear and features what they want in their clothes.                      

The Company will market to the established customer base of its       
nationwide sales representatives force once the sales force is solidified.      
The customer base will include small speciality stores, as well as some         
larger chain stores in the United States.                                       

  Unlike typical swimwear companies, the Company is committed to providing
a complete apparel line which will generate revenues throughout the calendar    
year, thereby avoiding the severe revenue cycles which typically plague         
swimwear companies.                                                             

1.   PRINCIPAL PRODUCTS OF THE MARKET.                      

a.   PRE-TEEN APPAREL                             

The Company is committed to dressing girls in swimwear/sportswear with
style and comfort.  The line is designed with a constant focus on what          
girls/preteens like to wear and features what they want in their clothes.       
The company's domestically produced separates and coordinates are to be         
specialty store based.  The Company believes that there is no other company     
in the United States offering a separates swimwear line for girls/preteens.     

The Company's swimwear will feature two-piece styles with halter      
necklines, triangle top, sports top, bikini, tie-side, hip-hugger and swim      
short bottoms. The one piece styles will feature sporty T-backs as well as      
details with various cutouts.  The sportswear will be active/sports-based       
featuring board shorts manufactured out of cotton/nylon as well as stretch      
twills. The detailing will include novelty trims and embellished details such   
as contrast stitching and various color blocking schemes.  Prints will          
include Hawaiian, florals, color blocking, and assorted textures.  Shine is     
still very important for 1999 and glitzy, liquid silver suits reflect a shift   
toward novelty looks rather than camp suits.  The Company will be utilizing     
an array of fabrics and textures. Texture creates diversity and excitement in   
the garments.  The suits will be offered in soft sorbet colors as well as       
bubble gum brights.                                                             

The Company will market to the established customer base of its       
nationwide sales representative force once the sales force is solidified.       
The customer base includes small specialty stores, as well as some of the       
largest chain stores in the United States.  Wholesale prices will range from    
approximately $7.00 (for T-shirts) to $19.00 (for some sportswear items),       
with an expected retail markup of 100%.  Price has proven to be market driven   
in this particular segment.  While parents dictate how their dollar is spent    
for children's clothes six months to 4 Toddler, they also influence the image   
they want their child to project.  When most children are five years of age     
and older, they have adopted their own fashion attitude.  They now know what    
they want to wear.  While the parents still control the purchasing power,       
they don't want their dollars wasted on clothes sitting in the kids closets     
unworn with tags still attached.                                                

  Unlike typical swimwear companies, the Company is committed to providing
a complete apparel line which will generate revenues throughout the calendar    
year, thereby avoiding the severe revenue cycles which typically plague         

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swimwear companies.  The Company's products will be presented at the Surf       
Expo Trade Show in Orlando, Florida in 1999.  The Company expects to receive    
orders for its products as a result of its presentation at this show.           

b.   INDUSTRY OVERVIEW                            

 The Company believes that this is a growing trend that will prove to be
a successful formula.  The need and demand are visible in the marketplace.      
The companies that can react and take hold in the next few seasons will prove   
to have the upper hand in the long run since currently their is clearly a gap   
in this market.  With more than 350 Junior/Contemporary swimwear companies in   
the United States, only 25 have been identified as satisfying the               
girls/preteen 7 to 16 market segment.  Out of these companies, less than 10     
compete in the Company's specialty store market base projections.  These        
include Point Conception, Raisins, Daffy Girls, Gottex, La Blanca, Roxy         
('98), Beach Lingo, Back Flips, Serena, Tide Pools and Zuma Beach-Jantzen.      

2.   DISTRIBUTION METHODS                                   

a.   MANUFACTURING                                

  The Company will initially out source virtually all of its manufacturing
operations to vendors utilized by Company principals in the past. Most of       
these vendors are  located in Southern California.                              

CONTRACT LABOR will be a critical component in assuring that the      
Company's prices remain competitive.  The Company has identified  5 to 7        
local contractors to produce its  lycra swimwear.  Labor costs are estimated    
to be anywhere from $1.75 - $6.00 per piece, depending upon the complexity of   
the sewing.  The Company has identified an Arizona contractor specializing in   
girls sportswear quoting prices on various items.  The cost of goods will be    
broken down per line item piece.  These cost estimates should allow the         
Company a gross of margin of between 30 to 55% per item depending upon volume   
and the type of goods sold.                                                     

HARD GOODS comprised of primarily fabric are the other major component
in the manufacturing process.  The Company anticipates that it will produce a   
nice quality line using woven printed fabrics that cost between $6.95 to        
$14.00 per yard.  Depending on the yields, this would be 4-6 suits per yard.    
The Company has also identified a number of sources where discontinued        
fabrics will be available at a substantial discount.  Depending upon the        
yields, these suits could be offered on a promotional basis, or offered as a    
package deal.                                                                   

b.   DISTRIBUTION                                 

The Company anticipates that it will attend trade shows to distribute 
and market its products, including:                                             

The Children's Trade Expo (CTE) which emphasizes its affiliation with 
giant Magic trade show moved to the Hilton Convention Center in Las Vegas,      
Nevada this past year.  Approximately 500 manufacturers showcased this past     
February.                                                                       

The Surf Expo Show in Fort Lauderdale, Florida.                       

The Action Sports Retailer Show in San Diego, California.             

3.   COMPETITION                                            

 The United States apparel industry produces approximately $21.7 billion
per year.  Orange and Los Angeles counties are key players for this market.     
The Los Angeles County apparel manufacturer shipments in 1996 were $8.5         
billion.  This is not due to the enormous manufacturing base, but due to the    
trends and fashion direction originating here.  The world looks to California   
for fashion direction, especially in the beach and surf and swimwear!  The      
impact of California fashion is immeasurable.  We are a window to the world,    
creating everything from swimwear to tailored ready-to-wear.                    

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Many of the trends found in the children's market are directly related
to the junior and contemporary trends that are created in Southern              
California. However, there is still an enormous gap with limited choices for    
the girls/preteen size 7 to 16 segment to choose from.  A vast majority of      
the junior/adult companies have not scaled down to children's and preteen       
sizes. Shopping for this market has gone beyond the seasonal basics, girls      
demand a whole lifestyle choice.  They want hip, high quality,                  
lifestyle-driven merchandise found in their sizes.  They want the junior        
contemporary look, not the girlie frills of their baby years!  They want to     
feel and dress like their junior contemporaries with the same comfort and       
durability as the juniors wear!                                                 

 The Company believes that this is a growing trend that will prove to be
a successful formula.  The need and demand are visible in the marketplace.      
The companies that can react and take hold in the next few seasons will prove   
to have the upper hand in the long run since currently their is clearly a gap   
in this market.  With more than 350 Junior/Contemporary swimwear companies in   
the United States only 25 have been identified as satisfying the                
girls/preteen 7 to 16 market segment.  Out of these companies, less than 10     
compete in the Company's specialty store market base projections.  These        
include Point Conception, Raisins, Daffy Girls, Gottex, La Blanca, Roxy         
('98), Beach Lingo, Back Flips, Serena, Tide Pools and Zuma Beach-Jantzen.      

4.   PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS,
ROYALTY AGREEMENTS AND/OR LABOR CONTRACTS .       

None.                                                                 

5.   GOVERNMENT APPROVAL.                                   

No government approval is required for any of the Company's current   
products or services.                                                           

   6.   EFFECT OF ANY EXISTING OR PROPOSED GOVERNMENT REGULATIONS.

 Other  than normal government regulations that any business encounters,
the Company's business is not effected by government regulations.  The          
Company does have a market for its goods in the Republic of China.  Any         
government regulations or trade agreements that limit or prohibit the           
exportation of goods to the Republic of China will have an effect on the        
Company.  However, the Company is unable to make any determination regarding    
the ultimate effect of any such hypothetical regulations.                       

7.   RESEARCH AND DEVELOPMENT COSTS                         

None.                                                                 

   8.   COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS AND
REGULATIONS                                       

The Company is not involved in a business which involves the use of   
materials in a manufacturing stage where such materials are likely to result    
in the violation of any existing environmental rules and/or regulations.        
Further, the Company does not own any real property which would lead to         
liability as a land owner.  Therefore, the Company does not anticipate that     
there will be any costs associated with the compliance of environmental laws    
and regulations.                                                                

9.   EMPLOYEES                                              

None.  The Company will enter into Independent Contractor Agreements  
when necessary.                                                                 

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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION             

A.   PLAN OF OPERATION                                                

The Company is engaged in the business of developing, marketing, and  
distributing girls pre-teen swimwear and surfwear.                              

(1)  BUSINESS GROWTH STRATEGY                                         

The Company's business growth strategy is to establish its name brand 
product presence in retail outlets and expand its product offering which will   
substantially increase revenue performance, thereby increasing shareholder      
value.                                                                          

To accomplish this strategy, the Company will focus in two specific   
areas: (1) establishing a retail brand name; and  (2) expansion of its          
product offering.                                                               

Retail Brand Name: By developing and maintaining a retail brand name, 
the Company will be able to increase its distribution channels and create a     
higher demand for its products.  With this in place, the Company will be in a   
position to demand a better pricing position in the market and develop a        
stronger brand name.                                                            

Expansion of Product Offering: While the Company establishes its      
distribution channel, it will deepen its product offering within the channel.   

(2)  FINANCIAL GROWTH STRATEGY                                        

The Company's financial growth strategy is based on two key elements: 
(1) retail branded distribution channels; and (2) strategic manufacturing       
alliances.                                                                      

The Company is in the process of obtaining exclusive sales agreements 
with several sales representatives.                                             

The Company anticipates forming a manufacturing alliance with         
perspective manufacturers to utilized five to seven local contractors to        
produce lycra swimwear.  The Company has also identified a company in Arizona   
specializing in girls sportswear quoting competitive prices on various items.   

B.   (1)  FOR THE PERIOD ENDED DECEMBER 31, 1998, THE YEAR ENDED MARCH
31, 1998, AND FOR THE PERIOD APRIL 14, 1997 (INCEPTION) THROUGH DECEMBER 31,    
1997                                                                            

Assets for the year ended December 31, 1998 were $9,160, compared to  
year ended March 31, 1998 which were $9,260.  The Company is a development      
stage company.                                                                  

                                                                · Download Table

-----------------------------------------------------------------------------------
                                         Fiscal Year Ended        Fiscal Year Ended
                                         December 31, 1996        December 31, 1995
                                             (audited)                (audited)    
-----------------------------------------------------------------------------------
                                                                                   
Balance Sheet Data                                                                 
      Current Assets                        $    9,160               $    9,260    
      Total Assets                          $    9,160               $    9,260    
      Total Current Liabilities             $        0               $        0    
      Accumulated Deficit                   $                        $             
-----------------------------------------------------------------------------------

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(2)  PREVIOUS PRIVATE OFFERINGS                             

 On July 1, 1997 the Company conducted a 504 offering under Regulation D
where the Company sold 926,000 free trading shares and raised $9,260.  The      
Company issued 200,000 restricted shares to Horwitz & Beam, Inc. for services   
rendered.                                                                       

ITEM 3.   DESCRIPTION OF PROPERTY                                               

   The Company's headquarters are at Two Venture Plaza, Suite 350,
Irvine, California.  These premises are occupied "rent free."                   

ITEM 4.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

 The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Memorandum by:   
(i) each stockholder known by the Company to be the beneficial owner of more    
than five percent of the outstanding Common Stock, (ii) each director of the    
Company and (iii) all directors and officers as a group.                        

                                                                · Download Table

                                                                 PERCENTAGE    
NAME                               NUMBER OF SHARES (1)      BENEFICIALLY OWNED
----                               --------------------      ------------------
                                                                               
Horwitz & Beam, Inc.                     200,000                    21%        
Lawrence W. Horwitz                        -0-                      -0-        
Gregory B. Beam                            -0-                      -0-        

All officers and directors                                                     
 as a group (2 persons)                    -0-                       0%        

---------------                                                                 

(1)  Except as otherwise indicated, the Company believes that the beneficial    
owners of Common Stock listed above, based on information furnished by
 such owners, have sole investment and voting power with respect to such
  shares, subject to community property laws where applicable.  Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission and generally includes voting or investment   
power with respect to securities.  Shares of Common Stock subject to  
options or warrants currently exercisable, or exercisable within 60   
  days, are deemed outstanding for purposes of computing the percentage of
the person holding such options or warrants, but are not deemed       
   outstanding for purposes of computing the percentage of any other person.

ITEM 5.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS          

The directors and officers of the Company are as follows:             

                                                                · Download Table

         Name            Age                    Position                  
----------------------   ---      ----------------------------------------
                                                                          
 Lawrence W. Horwitz      39      President, Secretary, Director          

 Gregory B. Beam          47      Vice President, Chief Financial Officer,
                                   Director                               

  LAWRENCE W. HORWITZ was elected President and Director of the Company at
a duly noticed shareholders' meeting on May 1, 1997.  Mr. Horwitz was elected   
Secretary at a duly noticed shareholder's meeting on March 25, 1988, the same   
day Ms. Lynne Bolduc, then Secretary and Director, submitted her resignation.   
Mr. Horwitz is a founding partner of Horwitz &  Beam.  His experience           
includes virtually all legal issues associated with mergers, acquisitions and   
the raising of private and public capital.  Within the last two years, Mr.      
Horwitz's practice has increasingly focused upon the legal and business         
issues associated with utilizing mergers and acquisitions to achieve NASDAQ     
listing status. Mr. Horwitz is a graduate of the University of California at    
Berkeley (B.S. 1981) and of Boalt Hall School of Law,                           

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University of California at Berkeley (J.D. 1984).  Mr. Horwitz was admitted     
to the bar in both Texas and California in 1984.  Prior to forming Horwitz &    
Beam, Mr. Horwitz practiced in the corporate and securities group of the        
Newport Beach law firm of Stradling, Yocca, Carlson & Rauth and was elected a   
partner at Hart, King & Coldren, also located in Orange County. Mr. Horwitz     
has been admitted to the U.S. Federal District Court, Central District of       
California and the U.S. Court of Appeals, Ninth Circuit.                        

 GREGORY B. BEAM was elected Vice President, Chief Financial Officer and
Director of the Company at a duly noticed shareholder's meeting on May 1,       
1997. Mr. Beam is a general commercial litigator, specializing in business      
litigation, creditors' rights, banking law and landlord/tenant issues.  Mr.     
Beam also specializes in the area of legal representation of mobilehome park    
owners and operators.  Mr. Beam is a graduate of San Diego State University     
(B.A. 1972) and the University of San Diego (J.D. 1981).  While at the          
University of San Diego, Mr. Beam was honored by Phi Delta Phi.  Prior to       
joining Mr. Horwitz, Mr. Beam was a partner for  five years in the Orange       
County law firm of Hart, King & Coldren, where he practiced for nine years.     
Mr. Beam has been admitted to the U.S. Supreme Court, the U.S. Court of         
Appeals, Ninth Circuit, and the U.S. Federal District Courts, Central,          
Northern, Eastern and Southern Districts of California.  Mr. Beam is a member   
of the American Bar Association, the Los Angeles County Bar Association and     
the Orange County Bar Association (Member, Section on Commercial Law and        
Business Litigation).                                                           

ITEM 6.   EXECUTIVE COMPENSATION                                                

None of the Company's officers or directors receive any type of       
executive compensation.                                                         

ITEM 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

None.                                                                 

ITEM 8.   DESCRIPTION OF SECURITIES                                             

The authorized capital stock of the Company currently consists of     
25,000,000 shares of Common Stock, $.001 par value.                             

COMMON STOCK                                                                    

The Company's Articles of Incorporation authorize the issuance of     
25,000,000 shares of Common Stock, $.001 par value per share, of which          
1,126,000 shares are issued and outstanding.                                    

 Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders.  Holders of      
Common Stock are entitled to receive ratably such dividends as may be           
declared by the Board of Directors out of funds legally available therefor.     
In the event of a liquidation, dissolution or winding up of the Company,        
holders of Common Stock are entitled to share ratably in all assets remaining   
after payment of liabilities.  Holders of Common Stock have no right to         
convert their Common Stock into any other securities.  The Common Stock has     
no preemptive or other subscription rights.  There are no redemption or         
sinking fund provisions applicable to the Common Stock.  All outstanding        
shares of Common Stock are duly authorized, validly issued, fully paid and      
nonassessable.                                                                  

 PART II

ITEM 1.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS' COMMON EQUITY AND   
OTHER STOCKHOLDERS MATTERS                                  

A.   MARKET INFORMATION                                               

 The Company filed a Form 15c2-11 with the NASD to obtain trading status
on the NASD Over-the-Counter Bulletin Board Market.  The Form is currently      
under review of the NASD.                                                       

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B.   HOLDERS                                                          

 As of December 31, 1998, there were approximately 23 holders of Company
Common Stock, as reported by the Company's transfer agent.                      

C.   DIVIDENDS                                                        

  The Company has not paid any dividends on its Common Stock.  The Company
currently intends to retain any earnings for use in its business, and           
therefore does not anticipate paying cash dividends in the foreseeable future.  

ITEM 2.   LEGAL PROCEEDINGS                                                     

To the best knowledge of management, there are no legal proceedings   
pending or threatened against the Company.                                      

ITEM 3.   ACCOUNTANTS                                                           

(1)  ENGAGEMENT OF PRINCIPAL ACCOUNTANTS.                             

The Company has engaged Abregov, Steinhaus & Parrino, Certified Public
Accountants, ("ASP") as its principal accountants as of December, 1997.         
ASP's business address is 100 Pacifica, Suite 130, Irvine, California 92618.    
The decision to engage ASP was approved by the Board of Directors.              

ITEM 4.   RECENT SALES OF UNREGISTERED SECURITIES                               

On July 1, 1997, the Company conducted a 504 offering under Regulation
D. The Company raised $9,260 and issued 926,000 free trading shares and         
200,000 restricted shares.                                                      

ITEM 5.   INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

 The Company has adopted provisions in its Articles of Incorporation and
bylaws that limit the liability of its directors and provide for                
indemnification of its directors and officers to the full extent permitted      
under the Nevada General Corporation Law.  Under the Company's Articles of      
Incorporation, and as permitted under the Nevada General Corporation Law,       
directors are not liable to the Company or its stockholders for monetary        
damages arising from a breach of their fiduciary duty of care as directors.     
Such provisions do not, however, relieve liability for breach of a director's   
duty of loyalty to the Company or its stockholders, liability for acts or       
omissions not in good faith or involving intentional misconduct or knowing      
violations of law, liability for transactions in which the director derived     
as improper personal benefit or liability for the payment of a dividend in      
violation of Nevada law.  Further, the provisions do not relieve a director's   
liability for violation of, or otherwise relieve the Company or its directors   
from the necessity of complying with, federal or state securities laws or       
affect the availability of equitable remedies such as injunctive relief or      
recision.                                                                       

At present, there is no pending litigation or proceeding involving a  
director, officer, employee or agent of the Company where indemnification       
will be required or permitted.  The Company is not aware of any threatened      
litigation or proceeding that may result in a claim for indemnification by      
any director or officer.                                                        

PART F/S

FINANCIAL STATEMENTS                                                            

The following financial statements are included herein:                         

Audited Consolidated Financial Statements for the Fiscal Year ended 1998        

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PART III

ITEM 1 AND                                                                      
ITEM 2.        INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS                    

                                                                · Download Table

Exhibit No.  Document Description                                              
-----------  --------------------                                              
                                                                               
3.1          Articles of Incorporation of Bull Run, Inc., dated April 14, 1997 
3.2          Bylaws of Bull Run, Inc., dated May 1, 1997                       
3.3          Independent Auditors Report For The Period Ended December 31, 1998

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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, 
the Registrant caused this registration statement to be signed on its behalf    
by the undersigned, thereunto duly authorized.                                  

Dated:  February 11, 1999           BULL RUN, INC.                              

            /s/ Lawrence Horwitz
                                  ------------------------------------------
               BY: Lawrence W. Horwitz
                                  ITS: Chief Executive Officer and President

     POWER OF ATTORNEY

  Each person whose signature appears appoints Lawrence W. Horwitz, as his
agent and attorney-in-fact, with full power of substitution to execute for      
him and in his name, in any and all capacities, all amendments (including       
post-effective amendments) to this Registration Statement to which this power   
of attorney is attached.                                                        

                                                                · Download Table

Signature                          Title                          Date       
---------                          -----                          ----       
                                                                             

/s/ Lawrence Horwitz    Chief Executive Officer, President                   
----------------------  Secretary and Director              February 11, 1999
Lawrence W. Horwitz                                                          

/s/ Gregory B. Beam     Vice President, Chief Financial                      
----------------------  Officer and Director                February 11, 1999
Gregory B. Beam                                                              

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10SB12G/A Filing		Date		First		Last			Other Filings
		12/31/95		5
		12/31/96		5
		4/14/97		2		5
		5/1/97		6		7
		7/1/97		6		8
		12/31/97		5
		3/31/98		5
		12/31/98		5		9
		2/11/99		10
Filed On / Filed As Of		2/12/99
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