UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 1997
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from
____________________ to _____________________
Commission file number: 0-11734
CHINA FOOD AND BEVERAGE COMPANY
(Name of Small Business Issuer in Its Charter)
Nevada 87-0548148
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
82-66 Austin Street, Kew Gardens, New York 11415
(Address of Principal Executive Offices) (Zip Code)
(212) 398-7833
(Issuer's Telephone Number, Including Area Code)
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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes No XX
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of October 6, 1997 was 3,598,243.
Total of Sequentially Numbered Pages: 9
Exhibit Index on Page: 9
TABLE OF CONTENTS
PART 1
ITEM 1. FINANCIAL STATEMENTS .............................................. 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ......... 3
PART II
ITEM 5. OTHER INFORMATION ................................................. 6
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .................................. 7
SIGNATURES ........................................................ 8
INDEX TO EXHIBITS ................................................. 9
PART I
ITEM 1. FINANCIAL STATEMENTS
Unless otherwise indicated, the term "Company" refers to China Food and
Beverage Company and its subsidiaries and predecessors. Consolidated, unaudited
interim financial statements including a balance sheet for the Company as of the
fiscal quarter ended March 31, 1997 and statements of operations and statements
of cash flows for the interim period up to the date of such balance sheet and
the comparable period of the preceding fiscal year are attached hereto as Pages
F-1 through F-6 and are incorporated herein by this reference.
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(FORMERLY OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
March 31
1997
-------------
CURRENT ASSETS
Cash .......................................................... $ 73
Accounts receivable - other ................................... 35,335
------------
TOTAL CURRENT ASSETS ............................... 35,408
------------
PROPERTY AND EQUIPMENT - NET .................................. --
OTHER ASSETS .................................................. --
Investments in American China Development Company ............. 1,600,000
Refundable deposit ............................................ 53,750
------------
TOTAL OTHER ASSETS ................................. 1,653,750
------------
TOTAL ASSETS ....................................... $ 1,689,158
============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable .............................................. $ 144,125
Accounts payable - related parties ............................ 5,204
Payroll taxes payable ......................................... 113,943
------------
TOTAL CURRENT LIABILITIES .......................... 263,272
------------
LONG TERM LIABILITIES ......................................... --
COMMITMENTS AND CONTINGENCIES ................................. --
STOCKHOLDERS' EQUITY
Common stock-$.001 par value: 100,000,000 shares authorized;
2,507,859 shares issued and outstanding at 3/31/97 ............ 2,508
Additional paid-in capital .................................... 16,012,265
Accumulated deficit ........................................... (14,588,887)
------------
TOTAL STOCKHOLDERS' EQUITY ........................ 1,425,886
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......... $ 1,689,158
============
See notes to consolidated unaudited condensed financial statements.
F-1
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(FORMERLY OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended
-----------------------------------
March 31 March 31
1997 1996
---------------- -----------------
Revenue .................................... $ -- $ 854,203
Cost of revenue ............................ -- 473,606
----------- -------------
Gross profit .................. -- 380,597
Operating expenses:
Selling, general and administrative ...... 437,912 803,454
----------- -------------
Operating loss ............... (437,912) (422,857)
Other income (expense):
Interest income .......................... -- (3,676)
Other .................................... -- 342
----------- -------------
Total other income (expenses) -- (3,334)
----------- -------------
Net loss ................................... $ (437,912) $ (426,191)
=========== =============
Income (loss) per common share ............. $ (0.30) $ (0.09)
Weighted average number of common shares
used to compute net loss per common share 1,475,414 4,603,830
=========== =============
See notes to consolidated unaudited condensed financial statements.
F-2
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(FORMERLY OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Total
Additional Stockholders'
Common Stock Paid-in Accumulated Equity
------------------------------------
Shares Amount Capital Deficit (Deficit)
----------------- ---------------- ---------------- ------------------ -----------
Balance
January 1, 1997 .......................... 38,945,760 $ 38,946 $ 13,904,078 $ (14,150,975) $ (207,951)
1-for-30 reverse stock split ............. (37,647,568) (37,648) 37,648 -- --
Common stock issued
for services ............................. 440,000 440 387,060 -- 387,500
Common stock for cash .................... 18,333 18 10,982 -- 11,000
Common stock for assets .................. 738,334 738 1,653,012 -- 1,653,750
Common stock for debts ................... 13,000 13 19,487 -- 19,500
Rounding error ........................... -- 1 (2) -- (1)
Net loss for the period
ending March 31,1997 ..................... -- -- -- (437,912) (437,912)
------------ ------------ - ------------ ------------
Balance
March 31, 1997 ........................... 2,507,859 $ 2,508 $ 16,012,265 $ (14,588,887) $ 1,425,886
=========== ============ ============ = ============ ============
See notes to consolidated unaudited
condensed financial statements.
F-3
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(FORMERLY OMAP HOLDINGS INCORPORATED AND SUBSIDIARIES)
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOW
For the three months ended
March 31
--------------------------------------
1997 1996
----------- ------------
Net income (loss) ............................ $ (437,912) $ (426,191)
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities:
Bad debt expenses ....................... 17,462 --
Depreciation and amortization ........... -- 118,411
Common stock issued for services ........ 387,500 280,574
--------- --------
404,962 398,985
(Increase) decrease in:
Accounts receivable - net ............... -- 76,723
Accounts receivable - related ........... (9,843)
Accounts receivable - other ............. 409,240 (90,716)
Advances ................................ -- (294,051)
Inventories ............................. -- (12,471)
Prepaid expenses and refundable deposit . -- 10,055
Increase (decrease) in:
Accounts payable ........................ (1,319) (194,092)
Accounts payable - related party ........ (375,044) (475,407)
Accrued expenses ........................ -- 92,393
Payroll taxes payable ................... -- (153,931)
Short term leases ....................... -- 82,615
32,877 (968,725)
--------- --------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES ......... (73) (995,931)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of other assets ................ -- --
--------- --------
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES ............ -- --
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in long term debt .............. -- 50,832
Sale of common stock for cash ........... -- 559,999
--------- --------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES ......... -- 610,831
NET INCREASE IN CASH ......................... (73) (385,100)
CASH AT BEGINNING OF PERIOD .................. 146 623,306
--------- --------
CASH AT END OF PERIOD ......... $ 73 $ 238,206
========= ========
See notes to consolidated unaudited condensed financial statements.
F-4
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
(FORMERLY OMAP HOLDINGS, INCORPORATED AND SUBSIDIARIES)
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 1997
1. Basis of Presentation
The accompanying consolidated unaudited condensed financial statements
have been prepared by management in accordance with the instructions in Form
10-QSB and, therefore, do not include all information and footnotes required by
generally-accepted accounting principles and should, therefore, be read in
conjunction with the Company's Annual Report to Shareholders on Form 10-KSB for
the fiscal year ended December 31, 1996. These statements do include all normal
recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations results are not
necessarily indicative of the results for the full year ended December 31, 1997.
2. Changes in Common Stock
On April 10, 1997, the Company effected a 1-for-30 reverse split of its
Class A common stock. All references to the Company's Class A Common Stock have
been adjusted to reflect the reverse split.
During 1996 and the first quarter of 1997, the Company issued Class A
common stock to its directors as compensation for serving on the board of
directors. During the second quarter of 1997, some of the directors resigned
from the board of directors and returned 416,669 shares of the Company's stock
for cancellation. As a result, the Company recorded a credit to consulting
expenses in the amount of $270,982 in May 1997.
3. Investment in American China Development Corporation
On March 15, 1997, the Company acquired 100% of the issued and
outstanding shares of American China Development Corporation ("ACDC"), which
owns a 60% interest in a joint venture which operates a beer brewery in China.
The Company recorded this investment at cost based on the fact that it does not
have significant influence over the financial and operating policies of ACDC.
This lack of significant influence is illustrated by the fact that: (1) the
Company's directors are not represented on the board of directors of ACDC; (2)
the Company's management does not participate in ACDC's policy making process;
(3) there is no material intercompany transactions between the Company and ACDC;
and (4) there is no interchange of managerial personnel or technological
dependency before the two companies. Please refer to the 10-QSB filed for the
quarter ended March 31, 1997 for more detail on this investment.
F-5
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIRIES
(FORMERLY OMAP HOLDINGS, INCORPORATED AND SUBSIDIARIES)
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 1997
4. Additional footnotes included by reference
Except as indicated in Notes 1- 3 above, there have been no other
material changes in the information disclosed in the notes to the financial
statements included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1996. Therefore, those footnotes are included herein by
reference.
F-6
- --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
- --------------------------------------------------------------------------------
From October 1995 to November 1996, the Company's business primarily
involved the production of paper collators, vending machines and heating and
lighting equipment through the Company's former subsidiary, Establissements R.
Kohl ("Kohl"). Kohl was a French corporation whose principal asset was a 100,000
square foot manufacturing plant located in Calais, France. The Company acquired
Kohl in December 1995. Prior to its acquisition by the Company, Kohl
manufactured lighting fixtures and heating equipment, both of which were sold
through existing distribution contracts. Prior to its acquisition of Kohl, the
Company had acquired patents related to the production of collators and
technology and proprietary information related to the manufacture of paper
processing devices. From October 1995 to November 1996, Kohl was the Company's
only income producing asset.
The Company planned to develop the acquired patents and technology to
manufacture paper collators in the manufacturing plant operated by Kohl. Kohl
was to manufacture and distribute three different models of collators varying as
to quality and price, each of which would implement the patents previously
obtained by the Company. Kohl was also to continue manufacturing heating
equipment and lighting fixtures. Finally, Kohl was to produce a line of patented
portable food vending machines.
During the end of 1995 and throughout 1996, Kohl continued to produce
and distribute lighting and heating equipment, as it had done prior to its
acquisition by the Company. Kohl also produced prototypes for several different
models of its paper collators and a prototype for one of its patented vending
machines.
At the time that the Company acquired Kohl, Kohl had a shortage of
working capital and required an immediate capital infusion. Kohl was delinquent
in paying some of its trade creditors and needed additional capital to perfect
the design and begin the manufacture of its collators and vending machines.
After it acquired Kohl, the Company attempted to raise debt or equity financing
to invest into Kohl, but was unable to obtain the capital necessary to assist
Kohl in sustaining its operations. Accordingly, Kohl was unable to ever commence
the distribution of its collators or vending machines and did not realize any
revenue from the production of these products. Without additional capital, Kohl
could not offset the research and development costs associated with these
products and could not continue to meet its short term obligations.
After becoming delinquent with several trade creditors, Kohl petitioned
for bankruptcy protection under the laws of France in November 1996. This
decision resulted from Kohl's shortage of working capital and from pressure
imposed by Kohl's creditors. On April 28, 1997, the French Tribunal
administering the bankruptcy of Kohl sold nearly all of Kohl's assets, including
Kohl's manufacturing plant, at a hearing at the Commercial Court. The only
assets which were not sold at that proceeding were vending machine prototypes,
inventory and spare parts related thereto and vendor patents. Since Kohl applied
for bankruptcy protection in November 1996 and was subsequently sold, the
Company did not include the operations of Kohl in the Company's financial
statements for the first quarter. Kohl was the Company's only significant asset
during the majority of the first quarter and, therefore, Kohl's bankruptcy and
ultimate sale substantially affected the Company's results of operations during
the quarter.
Aside from the few assets surviving Kohl's bankruptcy sale, the
Company's only significant remaining assets were patents related to the
manufacture of collators which were owned by a separate subsidiary of the
Company. After the sale of Kohl, the Company discontinued the manufacture of
collators and ceased making payments necessary to maintain ownership of the
patent rights. Accordingly, the Company's right to these patents lapsed
subsequent to the end of the first quarter.
On March 15, 1997 and while the bankruptcy sale of Kohl was pending,
the Company acquired all outstanding capital stock of a Bahamian corporation
called American China Development Corporation ("ACDC") from a Company known as
Dizon Investments Limited. The Company acquired ACDC in exchange for the
Company's issuance of 666,667 shares of its common stock to Dizon. ACDC owns a
60% interest in a joint venture in the People's Republic of China (the "PRC").
According to the joint venture agreement, ACDC will have the right to obtain a
60% equity interest in a limited liability company within the Chinese territory
to be operated in accordance with the Laws of the PRC on Joint Ventures Using
Chinese and Foreign Investment. The purpose of the joint venture is to operate
an existing beer brewery in the Jiangsu province of the PRC known as the Nantong
Aitesi Beer Company. This brewery has been in existence since the 1950's and has
been State-owned since that time. The brewery currently distributes beer locally
to the City of Quidong and surrounding areas within a 50 mile radius. To reflect
its acquisition of ACDC and its control of the joint venture interest owned by
ACDC, the Company changed its name to China Food and Beverage Company on March
31, 1997.
The objectives of the joint venture are to improve the quality of the
brewery's products, improve the capacity of the brewery and increase the market
share of the brewery's products. In order to accomplish these objectives, the
joint venture requires a substantial capital contribution from ACDC, the foreign
party to the joint venture. Under the joint venture agreement, ACDC is required
to contribute $2 million in cash and equipment to the joint venture within six
months after the joint venture has been approved by the Chinese government
authorities.
The Company acquired ACDC and the joint venture interest owned by ACDC
because the Company seeks to capitalize on the enormous Chinese consumer market.
The Chinese beer market is dominated by small, local breweries which distribute
locally in their province or region. The Company believes that if substantial
capital contributions are made to improve the quality of the beer produced by
the brewery and the efficiency of the production process, the brewery can
increase its market share and revenues and thereby increase the value of ACDC's
investment in the joint venture. This belief is based upon an internal business
plan produced by the Chinese partner in the joint venture.
However, ACDC's investment in the joint venture is also subject to
several risks and uncertainties. The most prominent risk involves the capital
contributions required to be made by ACDC. The joint venture agreement requires
ACDC to invest $2 million in United States currency within six months after the
joint venture is approved. If ACDC is delinquent in making any capital
contributions required under the joint venture agreement, it is subject to a 10%
annual interest charge and further subject to a 0.5% penalty on all amounts in
default. ACDC also risks losing its business license (which would effectively
terminate its ability to carry out the purposes of the joint venture) if it
fails to make its required capital contributions. Accordingly, the success of
ACDC is substantially dependent on its ability to raise the capital necessary to
meet its commitments under the joint venture. ACDC does not have substantial
assets aside from the joint venture interest and will therefore be dependent
upon the Company in making its required capital contributions. Given the
Company's limited cash flow and history of operating losses, as well as its
experience with Kohl, there is a substantial risk that ACDC will not be able to
make the scheduled capital contributions. The Company intends to raise capital
primarily through private offerings of its Common Stock or through debt
financing, and the Company can provide no assurances that it will be able to
generate sufficient capital in this manner. If ACDC and/or the Company are
unable to raise this capital, the Company's investment in ACDC will not succeed.
There are additional risks and uncertainties involved with ACDC's
investment in the Chinese joint venture. A substantial portion of the business
plan prepared by the Chinese partner in the joint venture is premised upon
projections about how the Chinese consumer market in general, and the beer
market in particular, will develop in the future. Many of these projections are
based on developments in Hong Kong, Japan and other markets. There is a risk
that these projections will prove to be inaccurate, that the market for beer in
the PRC will not expand and that the revenues to be produced by the brewery
could fall substantially short of projections made in the business plan. Another
risk posed by the investment in the joint venture involves currency exchange
rates which may nullify any dividends, profit sharing or other income that ACDC
realizes through its investment in the joint venture. Finally, the joint venture
is subject to political risks caused by political uncertainty in the PRC and
relative infancy of Western investment in formerly State-owned Chinese
companies.
Events Subsequent to End of Fiscal Quarter
On April 10 1997, the Company's board of directors authorized the
Company to effect a 1-for-30 reverse split of all issued and outstanding shares
of Common Stock. The reverse split did not affect the authorized shares of
Common Stock. All fractional shares of Common Stock were rounded up to the
nearest whole share. The Company effected the reverse split because it believed
that the number of issued and outstanding shares of Common Stock was
disproportionately large compared to the Company's revenue, net income and net
worth.
During the second quarter of 1997, the Company obtained a commitment
from an unaffiliated entity to provide the Company with debt capital in the
amount of $2 million. The Company intended to invest this debt capital into
ACDC. The loan agreement required the Company to pay a $300,000 loan processing
fee. On July 7, 1997 and in order to pay the processing fee necessary to secure
the debt financing, the Company entered an agreement to obtain a $300,000 letter
of credit to be provided by a company known as Epimed, Inc. The Company issued
1,500,000 shares (or approximately 41.7% of the total shares currently issued
and outstanding) to Epimed to secure the Company's repayment of amounts borrowed
against the letter of credit. On July 11, 1997, the Company became aware that
Epimed had failed, without cause, to deliver the letter of credit as required.
The Company placed a stop transfer order on the shares of Common Stock issued to
secure the letter of credit, and is in the process of obtaining a court order to
cancel those shares. However, the 1.5 million shares have been treated as
outstanding for purposes of disclosure on this Form 10-QSB. The Company has been
unable to otherwise obtain the required loan processing fee and therefore has
been unable to secure the $2 million in debt financing. The Company is currently
seeking alternative means of financing the capital contributions required by the
Chinese joint venture, but can provide no assurances that such financing will be
available.
On September 2, 1997, the Company granted options to purchase Common
Stock to two of its officers and directors. The Company granted an option to
purchase 1 million shares of Common Stock to James Tilton, the Company's
president, chief executive officer, treasurer and director. The Company granted
an additional option to purchase 1 million shares of Common Stock to Jane Zheng,
the Company's secretary and director. The exercise price for each option was set
at $0.31, the bid price of the Common Stock on the date the options were
granted. The options were granted to compensate Mr. Tilton and Ms. Zheng as a
bonus and for the services they perform as the Company's only employees.
On September 25, 1997, the Company executed a Consulting Agreement with
a company known as The Hayden Group, Inc. Pursuant to the Consulting Agreement,
the Company will receive consulting services related to management, marketing
and corporate structure. The consultant was also retained to help the company
more effectively disseminate corporate information to the public. As
consideration for the services to be performed, the Company granted to the
consultant options to purchase 600,000 shares of Common Stock. The exercise
prices for the options are as follows: (i) 150,000 shares exercisable at $0.15
per share; (ii) 150,000 shares exercisable at $0.30 per share; (iii) 150,000
shares exercisable at $0.50 per share; and (iv) 150,000 shares exercisable at
$0.90 per share. All options are exercisable for a period of three years.
On October 7, 1997, the Company executed a $160,000 promissory note to
settle any and all potential claims against the Company stemming from an April
1996 offshore offering of the Company's Common Stock which had since been
rescinded. The promissory note bears interest a rate of 19.5% and matures
October 19, 1998. The Company issued 767,742 shares of Common Stock to an escrow
agent to secure payment of principal and interest due on the note.
Results of Operations
Gross revenues for the quarter ended March 31, 1997 were zero compared
to $854,203 for the same period in 1996. Costs of revenues decreased to zero for
the quarter ended March 31, 1997 from $473,606 during the first quarter of 1996.
The decrease in both situations is attributable to the fact that Kohl, which was
the Company's only source of operating revenues, filed for bankruptcy protection
in November 1996.
Selling, general, and administrative expenses were $437,912 for the
first quarter of 1997 and $803,454 for the period ending March 31, 1996. This
was primarily attributable to the Company's issuance of 440,000 shares of its
Class A common stock to officers, directors and consultants in exchange for
services rendered to the Company which were valued in the amount of $387,500.
As of February 14, 1997, the Company had an account payable in the
amount of $409,240 for past consulting services rendered. The holder of that
accounts payable was indebted to the Company for $426,702 as a result of an
unrelated transaction. The Company and the holder of the accounts payable then
executed a settlement of these two offsetting claims. As a result, the Company
recorded bad debt expenses in the amount of $17,462.
Capital Resources and Liquidity
The Company has limited cash flow, and therefore compensated its
officers, directors and consultants through the issuance of common stock. On
February 24, 1997, the Company issued 13,000 shares of its Class A common stock
("Common Stock") to James Tilton, the Company's president and Chief Executive
Officer, in lieu of cash salary of $19,500. Also during the first quarter of
1997, the Company issued 427,000 shares of its Common Stock to various directors
as compensation for their services as directors and to consultants of the
Company in exchange for services rendered. The shares issued to directors and
consultants was valued at an aggregate of $368,000 by the Company.
Additionally, the Company sold 18,333 shares of its Common Stock to two
investors in exchange for $11,000. These shares were exempt from registration
pursuant to Regulation S of the Securities Act of 1933. The Company filed a Form
8-K to disclose these transactions on March 23, 1997. The Company also issued
13,000 shares of its Common Stock to Jane Zheng, the Secretary and Treasurer of
the Company, as payment for 1995 salary.
On March 15, 1997, the Company acquired 100% of the issued and
outstanding shares of American China Development Corporation ("ACDC") from Dizon
Investments Limited. ACDC owns a 60% interest in a joint venture which operates
a beer brewery in China. The consideration of the purchase was 666,667 shares of
the Company's Common Stock which the Company valued at $1,600,000 on its
financial statements. The 666,667 shares were restricted pursuant to Rule 144
promulgated under the Securities Act of 1933.
The Company had a working capital deficiency of $227,864 as of March
31, 1997 compared to a net working capital of 444,012 on the same date in 1996.
Net stockholders' equity in the Company was $1,425,886 on March 31,
1997 and $5,724,657 on March 31, 1996. The main reason behind the decrease was
the Company's substantial loss realized in 1996 ($6,851,350).
- --------------------------------------------------------------------------------
ITEM 5. OTHER INFORMATION
- --------------------------------------------------------------------------------
In January 1997, the Company appointed Stanley Merdinger as a director
of the Company. Mr. Merdinger was appointed as a director based upon his
experience with international finance and consulting. In September 1997 and
subsequent to the end of the first quarter, the Company appointed Kitty Chow as
a director of the Company. Ms. Chow was appointed as a director based upon her
business experience with Chinese companies.
- --------------------------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------
(a) Index to Exhibits. Exhibits required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits beginning on page 9
of this Form 10-QSB. The Index to Exhibits is incorporated herein by
this reference.
(b) Reports on Form 8-K. The Company did not file any repots on Form 8-K
during the first quarter of 1997. On May 23, 1997 and subsequent to the
end of the first quarter, the Company filed a Form 8-K disclosing the
bankruptcy sale of its former subsidiary, Establissements R. Kohl, and
the sale of 100,000 shares of Common Stock pursuant to Regulation S.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized this 17TH day of October 1997.
China Food and Beverage Company
/s/ James Tilton
James Tilton, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ James Tilton Chief Executive Officer, President, October 17, 1997
- ------------------ Treasurer and Director
James Tilton
/s/ Jane Zheng Secretary and Director October 17, 1997
- -------------------
Jane Zheng
/s/ Stanley Merdinger Director October 17, 1997
- ---------------------
Stanley Merdinger
INDEX TO EXHIBITS
EXHIBIT
NUMBER PAGE DESCRIPTION
3(i) * The Company's Articles of Incorporation, as restated to
reflect the * October 30, 1995 Certificate of Amendment to
the Company's Articles of Incorporation, incorporated herein
by reference to the Company's annual report of Form 10-KSB
filed with the Commission on October 2, 1996.
3(ii) * The Company's Bylaws, incorporated herein by reference to the
Company's annual report on Form 10-KSB for the year ended
December 31, 1992.
10(i)(a) * Agreement and Plan of Exchange between the Company and OMAP
International Incorporated, dated October 23, 1995, filed as
Exhibit 2(a) to Registrant's Current Report on Form 8-K on
April 22, 1996.
10(i)(b) * Agreement for Acquisition of Assets between the Company and
Otto Barenthin, dated December 15, 1995, filed as Exhibit
2(b) to Registrant's Current Report on Form 8-K on April 22,
1996.
10(i)(c) * Contract of Transfer and Exchange of Shares between the
Company, Maurice Van Gysel and Jacky Caille, dated December
15, 1995, filed as Exhibit 2(c) to Registrant's Current
Report on Form 8-K on April 22, 1996.
10(i)(d) * Agreement between the Company and Dizon Investments Limited,
dated March 15, 1997, filed as Exhibit 10(i)(g) to
Registrant's Annual Report on Form 10-KSB filed October 20,
1997.
10(i)(e) * Consulting Agreement between the Company and The Hayden
Group, dated September 25, 1997, filed as Exhibit 10(i)(h) to
Registrant's Annual Report on Form 10-KSB filed October 20,
1997.
10(i)(f) * Joint Venture Contract of American China Development
Corporation, dated November 11, 1997, filed as Exhibit
10(i)(i) to Registrant's Annual Report on Form 10-KSB filed
October 20, 1997.