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 September 30, 1998.
[ ] 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
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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 X No
--------- ---------
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of September 30, 1998 was 4,941,772.
Total of Sequentially Numbered Pages:22
Exhibit Index on Page: 7
1
TABLE OF CONTENTS
PART 1
ITEM 1. FINANCIAL STATEMENTS..................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........3-4
ITEM 3. EVENTS SUBSEQUENT TO THE SECOND QUARTER ..............................4
ITEM 4. RESULTS OF OPERATIONS ..............................................4-5
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................5
SIGNATURES............................................................6
INDEX TO EXHIBITS.....................................................7
2
CHINA FOOD AND BEVERAGE COMPANY
A Development Stage Company
Consolidated Balance Sheets
ASSETS
------
September 30, December 31,
1998 1997
----------------- -----------------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ - $ 947
Prepaid expenses 34,600 -
----------------- -----------------
Total Current Assets 34,600 947
----------------- -----------------
PROPERTY 210,000 -
----------------- -----------------
TOTAL ASSETS $ 244,600 $ 947
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdraft $ 12,254 $ -
Accounts payable 43,384 77,682
Accounts payable - related party 99,382 47,382
Payroll taxes payable 158,364 158,364
Note payable 160,000 160,000
Accrued interest 76,400 53,000
----------------- -----------------
Total Current Liabilities 549,784 496,428
----------------- -----------------
TOTAL LIABILITIES 549,784 496,428
----------------- -----------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 100,000,000 shares authorized of $0.001
par value, 5,709,514 and 3,699,288 shares issued and
4,941,772 and 2,931,546 outstanding, respectively 4,941 2,930
Additional paid-in capital 16,854,872 15,997,741
Accumulated deficit (17,164,997) (16,496,152)
----------------- -----------------
Total Stockholders' Equity (Deficit) (305,184) (495,481)
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 244,600 $ 947
================= =================
The accompanying notes are an integral part of these
consolidated financial statements
F1
CHINA FOOD AND BEVERAGE COMPANY
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From the
Beginning of
Development
Stage on
For the Nine Months For the Three Months January 1,
Ended September 30, Ended September 30, 1997 through
---------------------------------------------------------------------- September 30,
1998 1997 1998 1997 1998
-------------- ------------- -------------- -------------- ---------------
NET SALES $ - $ - $ - $ - $ -
COST OF SALES - - - - -
-------------- ------------- -------------- -------------- ---------------
GROSS MARGIN - - - - -
COSTS AND EXPENSES
Salaries and wages 243,750 - - - 374,450
General and administrative 401,695 230,802 289,500 63,873 960,210
-------------- ------------- -------------- -------------- ---------------
LOSS FROM CONTINUING
OPERATIONS 645,445 230,802 289,500 63,873 1,334,660
-------------- ------------- -------------- -------------- ---------------
OTHER INCOME (EXPENSE)
Dividend income - 132 - 132 132
Interest expense (23,400) - (7,800) - (79,494)
-------------- ------------- -------------- -------------- ---------------
Total Other (Expense) (23,400) 132 (7,800) 132 (79,362)
-------------- ------------- -------------- -------------- ---------------
NET LOSS FROM
CONTINUING OPERATIONS
BEFORE LOSS ON
INVESTMENT AND LOSS
FROM DISCONTINUED
OPERATIONS (668,845) (230,670) (297,300) (63,741) (1,414,022)
LOSS ON INVESTMENT - - - - (1,600,000)
LOSS FROM DISCONTINUED
OPERATIONS - - - - -
-------------- ------------- -------------- -------------- ---------------
NET (LOSS) $ (668,845) $ (230,670) $ (297,300) $ (63,741) $ (3,014,022)
============== ============= ============== ============== ===============
NET (LOSS) PER SHARE $ (0.17) $ (0.12) $ (0.07) $ (0.03)
============== ============= ============== ==============
WEIGHTED AVERAGE
NUMBER OF SHARES 3,962,054 1,955,611 4,278,986 2,091,190
============== ============= ============== ==============
The accompanying notes are an integral part of these
consolidated financial statements
F2
CHINA FOOD AND BEVERAGE COMPANY
A Development Stage Company
Consolidated Statements of Stockholders' Equity (Deficit)
Common Stock Additional
----------------------- Paid-in Accumulated
Shares Amount Capital Deficit
------ ------ ------- -------
Balance, December 31, 1996 1,298,192 $ 1,298 $ 13,941,726 $(14,150,975)
Common Stock issued for services
valued at approximately $0.85 per
share 869,667 870 735,030 --
Common Stock issued for cash at
approximately $0.24 per share 628,958 629 153,268 --
Common Stock issued for the
acquisition of subsidiary 666,667 667 1,599,333 --
Cancellation of Common Stock
issued for services (416,669) (417) (271,733) --
Cancellation of Common Stock
issued for cash (116,667) (117) (159,883) --
Fractional shares issued 1,398 -- -- --
Net loss for the year ended
December 31, 1997 -- -- -- (2,345,177)
------------ ------------ ------------ -------------
Balance, December 31, 1997 2,931,546 2,930 15,997,741 (16,496,152)
Common stock issued for services
(unaudited) 1,117,502 1,118 292,769 --
Common stock issued for cash
(unaudited) 841,993 842 534,413 --
Common stock issued for debt
(unaudited) 50,731 51 29,949 --
Net loss for the nine months ended
September 30, 1998 (unaudited) -- -- -- (668,845)
------------ ------------ ------------ -------------
Balance, September 30, 1998
(unaudited) 4,941,772 $ 4,941 $ 16,854,872 $(17,164,997)
============ ============ ============ =============
The accompanying notes are an integral part of these
consolidated financial statements
F3
CHINA FOOD AND BEVERAGE COMPANY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From the
Beginning of
Development
Stage on
For the Nine Months For the Three Months January 1,
Ended September 30, Ended September 30, 1997 through
--------------------------------------------------------------------- September 30,
1998 1997 1998 1997 1998
------------- ------------- ------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (668,845) $ (230,670) $ (297,300) $ (63,741) $ (3,014,022)
Adjustments to reconcile net (loss) to
net cash used by operating activities:
Loss of investment value - - - - 1,600,000
Common stock issued for services -
net of cancellations 293,887 115,350 - - 913,887
Bad debt expense - 17,462 - - -
Changes in assets and liabilities:
(Increase) decrease in accounts receivable
and prepaid expenses (34,600) 375,706 (34,721) (33,534) 218,301
Increase (decrease) in accounts payable
and accrued expenses 31,356 98,743 15,756 98,969 82,811
Increase (decrease) in accounts payable -
related parties 22,000 (375,255) 22,000 (210) (311,077)
------------- -------------- ------------- -------------- -------------
Net Cash (Used) by Operating Activities (356,202) 1,336 (294,265) 1,484 (510,100)
------------- -------------- ------------- -------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property (210,000) - (210,000) - (210,000)
------------- -------------- ------------- -------------- -------------
Net Cash Used by Investing Activities (210,000) - (210,000) - (210,000)
------------- -------------- ------------- -------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable 30,000 - - - 30,000
Common stock issued for cash 535,255 - 114,234 - 689,153
------------- -------------- ------------- -------------- -------------
Net Cash Provided by Financing Activities 565,255 - 114,234 - 719,153
------------- -------------- ------------- -------------- -------------
NET INCREASE (DECREASE) IN CASH (947) 1,336 (390,031) 1,484 (947)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 947 146 390,031 (2) 947
------------- -------------- ------------- -------------- -------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ - $ 1,482 $ - $ 1,482 $ -
============= ============== ============= ============== =============
The accompanying notes are an integral part of these
consolidated financial statements
F4
CHINA FOOD AND BEVERAGE COMPANY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
From the
Beginning of
Development
Stage on
For the Nine Months For the Three Months January 1,
Ended September 30, Ended September 30, 1997 through
------------------------------------------------------------------- September 30,
1998 1997 1998 1997 1998
------------- -------------- ------------- -------------- -------------
SUPPLEMENTAL SCHEDULE OF CASH
FLOW ACTIVITIES
CASH PAID FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for acquisition
of subsidiary $ - $ - $ - $ - $ -
The accompanying notes are an integral part of these
consolidated financial statements
F5
CHINA FOOD AND BEVERAGE COMPANY
A Development Stage Company
Notes to the Consolidated Financial Statements
September 30, 1998 and 1997
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 1998 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
general accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December
31, 1997 audited consolidated financial statements. The results of
operations for the periods ended September 30, 1998 and 1997 are
not necessarily indicative of the operating results for the full
year.
NOTE 2 - PROPOSED ACQUISITION OF ANHUI HAODUN BREWERY, LTD.
The Company has entered into a proposed acquisition of the Anhui
Haodun Brewery, Ltd. (Brewery), a beer brewery located in the
People's Republic of China, in which the Company would purchase
from the sellers 55% of the outstanding shares of the Brewery.
This transaction has not been consummated and no consideration has
been given other than the signing of the acquisition agreement.
F6
PART I
- ----------------------------------
ITEM 1. FINANCIAL STATEMENTS
- ----------------------------------
Unless otherwise indicated, the term "Company" refers to China Food and
Beverage Company and its subsidiaries and predecessors. The accompanying
consolidated unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, so
not include all information and footnotes required by generally accepted
accounting principals and should, therefore, be read in conjunction with
Company's Annual Report to Shareholders on Form 10-KSB for the fiscal year ended
December 31, 1997. These statements do include all the normal recurring
adjustments which the Company believes is necessary and affords a fair
presentation. The interim results are not necessarily indicative of the results
for the full year ending December 31,1998. Accordingly, consolidated audited
interim financial statements, including a balance sheet for the Company as of
the fiscal quarter ended September 30, 1998, 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-4 through F-9 and are incorporated herein by this reference.
- --------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
- --------------------------------------------------------------------------------
On January 30, 1998, the Company, ("Buyer"), and Calder Investments
Limited ("Calder"), a British Virgin Islands corporation, and Li Lin Hu ("Mr.
Li"), an individual citizen of the People's Republic of China, (Calder and Mr.
Li collectively to be known as the ("Sellers"),who, between them, own100% of the
stock in the Victoria Beverage Company, Ltd. ("Victoria"), an Isle of Man
Corporation, entered into a formal agreement pursuant to which the Company would
purchase from the Sellers 100% of the stock of Victoria, Exhibit B(1). The
Sellers represented that Victoria owns a 60% interest in the Sui Ning Beer
Factory, located in Szechuan Province, Peoples' Republic of China. The purchase
price was a $15,000,000 debenture issued in favor of the shareholders of
Victoria, payable interest only at 6.25% per annum, semi-annually, commencing 18
months from the date of the Agreement; with the principal payable 5 years from
such date. The debenture is convertible18 months from the date of the Agreement
at $5.00 per share of the Company's Common Stock. If the debenture is converted
into the Company's Common Stock, Victoria's former shareholders would become the
Company's largest shareholders and may be capable of influencing the future
business policy. The Company filed a Form 8-K with respect to this transaction
on or about February 13,1998.
On April 20,1998, the Company rescinded this agreement because Victoria
rescinded their agreement with the Sui Ning Beer Factory ("Sui Ning"), because
Victoria was unable to obtain certified financial information from Sui Ning.
Since the Company's agreement with the Sellers was predicated upon Victoria's
3
majority ownership in Sui Ning, the Company and Sellers decided that the
agreement was no longer viable. On April 27,1998, the Company filed the
appropriate Form 8-K.
Though the Company and the Sellers rescinded their January 30, 1998,
agreement to purchase Victoria, based upon the fact that Victoria had recently
acquired a majority interest in the Anhui Haodun Brewery, Ltd. ("Anhui"), a
brewery located in the People's Republic of China, the Sellers and the Company
entered into an agreement on April 27, 1998, (Exhibit B(2)), pursuant to which
the Company would purchase from the Sellers, 100% of Victoria's stock in Anhui
in return for a debenture in the face amount of US$21,000,000, which shall be
for a term of five (5) years bearing an interest rate of eight percent (8%) per
annum. At the Company's option, the debenture may be converted into shares of
the Company's common stock at a conversion price of five dollars ($5.00) per
share. The Sellers were able to provide the Company with appropriate
documentation and accounting verifying that Victoria owned a fifty-five percent
(55%) ownership of Anhui. If the debenture is converted into the Company's
Common Stock, Victoria's former shareholders would become the Company's largest
shareholders and may be capable of influencing the Company's future business
policies. The Company filed a Form 8-K with respect to this transaction on May
6, 1998. This transaction has not been formerly completed as the Company is
still waiting for the necessary verifiable financial information from Victoria.
Victoria has indicated that it will provide this information for the Company's
review by the end of this year.
- ---------------------------------------------------------
ITEM 3. EVENTS SUBSEQUENT TO THE SECOND QUARTER
- ---------------------------------------------------------
On March 15, 1997, Dizon Investments Ltd., a British Virgin Islands
corporation ("Dizon"), and OMAP Holdings, Inc., China Foods and Beverage
Company's (the "Company") former corporate name, entered into an Agreement
whereby Dizon was to sell its interest, all the outstanding common stock, in
American China Development Corporation to OMAP pursuant to the terms and
conditions set forth in that Agreement which is attached hereto and incorporated
herein in Part II, Item 6, ("Exhibits").
On November 6, 1998, Dizon and the Company, decided to enter into a
subsequent Agreement, which is attached hereto and incorporated herein in Part
II, Item 6 ("Exhibits"),which renders the aforementioned March 15, 1997
Agreement between the parties, null and void, based upon, among other things,
that Dizon never provided the Company with necessary and requisite financial
information concerning American China Development Corporation.
- -----------------------------------
ITEM 4. RESULTS OF OPERATIONS
- -----------------------------------
There were no gross revenues for the three month period ending
September 30, 1998. Similarly, there were no gross revenues for the period
ending June 30, 1997. Costs of revenues was $0 for the three month period ending
September 30, 1998 and the three month period ending June30, 1997.
General and administrative expenses were $289,500 for the third quarter
4
of 1998 of which approximately $8,000 went to consulting and accounting
expenses. Interest expenses amounted to $7,800 for the third quarter of 1998.
Net loss was $297,300 during the third quarter of 1998, compared to $63,741 for
the same period in 1997. The net loss per share was $0.07 for the three month
period ending September 30,1998, compared to a net loss per share of $0.03 for
the same period in 1997.
- ----------------------------------------------
ITEM 5. CAPITAL RESOURCES AND LIQUIDITY
- ----------------------------------------------
During the third quarter of 1998, the Company issued 232,056
unregistered shares for $144,234.
PART II
- -----------------------------------------------
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
7 of this Form 10-QSB. Since the transaction as set forth in these
exhibits has not yet been completed, they are being re-listed in this
quarterly filing. The Index to Exhibits is incorporated herein by this
reference.
(b) Reports on Form 8-K:
1.) On April 27, 1998, the Company filed a Form 8-K, incorporated
herein by this reference, with respect to the Company's decision to
rescind its January 30,1998 Agreement with Calder Investments, Ltd. and
Li Lin Hu, concerning the Company's acquisition of Victoria Beverage
Company, Ltd.
2.) On May 6, 1998, the Company filed a Form 8-K, incorporated herein
by this reference, with respect to an Agreement entered into on April
27,1998,between the Company, as, "Buyer", Calder Investments, Ltd. and
Li Lin Hu, collectively known as, "Sellers", for the purchase of 100%
stock ownership of Victoria Beverage Company, Ltd.
5
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 __ day of November,1998.
CHINA FOOD AND BEVERAGE
/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, November ___, 1998
- --------------- Treasurer and Director
James Tilton
- -------------------------------------------------------------------
/s/Stanley Merdinger Director November ___, 1998
- ----------------
Stanley Merdinger
- -------------------------------------------------------------------
/s/ Kitty Chow Director November ___, 1998
- -------------------
Kitty Chow
- -------------------------------------------------------------------
/s/ Jane Zheng Secretary and Director November ___, 1998
- -----------------
Jane Zheng
6
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- --------------------------------------------------------------------------------
10.1 An Agreement entered into on January 30, 1998,
between the Company, as, "Buyer"and, Calder
Investments, Ltd. ("Calder"), and Li Lin Hu ("LI"),
collectively known as, "Sellers." Company was to
purchase100% stock ownership from Sellers in Victoria
Beverage Company, Ltd. ("Victoria"), which
purportedly owned a majority percentage in a brewery
situated in the People's Republic of China ("PRC").
- --------------------------------------------------------------------------------
10.2 An Agreement entered into on April 27, 1998, between
the Company ("Buyer"), and Calder and Li ("Sellers"),
whereby the Company would acquire a 100% stock
ownership from Sellers in Victoria Beverage Company,
Ltd., which recently acquired a majority interest in
a different brewery in the PRC.
- --------------------------------------------------------------------------------
10.3 An Agreement entered into on March 15, 1997, between
Dizon and OMAP (the Company's former name), whereby
OMAP was to purchase all of the stock of American
China Development Corporation.
- --------------------------------------------------------------------------------
10.4 An Agreement entered into on November 6, 1998,
between Dizon and the Company voiding their March 15,
1997 Agreement.
7