UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 1999 ------------------------------------------------- ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________________________to_______________________ Commission File number 0-26217 ---------------------------------------------------------- VANCOUVER'S FINEST COFFEE COMPANY (Exact name of registrant as specified in charter) Nevada 98-02031-70 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Box 28567, 4050 East Hastings Street Vancouver, BC, Canada V5C 2H9 (Address of principal executive offices) (Zip Code) 604-970-7892 Registrant's telephone number, including area code (Former name, address, and fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes [X] No [ ] and ( ) has been subject to filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date. Class Outstanding as of September 19, 1999 - ----------------------------------- ------------------------------------- Common Stock, $0.001 per share 13,562,480 INDEX Page PART 1. Number ITEM 1. Financial Statements (unaudited).............................. 3 Balance Sheet as at May 31, 1999.............................. 4 Statement of Operations For the three months ended May 31, 1999 and for the period from September 15, 1998 (Date of Incorporation) to May 31, 1999............................... 5 Statement of Changes in Shareholders' Equity For the period from September 15, 1998 (Date of Incorporation) to May 31, 1999............................... 6 Statement of Cash Flows For the three months ended May 31, 1999 and for the period from September 15, 1998 (Date of Incorporation) to May 31, 1999................................ 7 Notes to the Financial Statements.............................. 8 ITEM 2. Plan of Operations.............................................10 PART 11 Signatures.....................................................11 2 PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying balance sheet of Vancouver's Finest coffee Company (a development stage company) at May 31, 1999 and the statement of operations and statement of cash flow for the three months ended May 31, 1999 and for the period from September 15, 1998 (date of incorporation) to May 31, 1999 and the statement of stockholders' equity for the period from September 15, 1998 (date of incorporation) to May 31, 1999 have been prepared by the Company's management and they do not include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended May 31, 1999, are not necessarily indicative of the results that can be expected for the year ending August 31, 1999. 3 VANCOUVER'S FINEST COFFEE COMPANY (A Development Stage Company) BALANCE SHEET May 31, 1999 (Unaudited - Prepared by Management) ASSETS CURRENT ASSETS Bank $ 26,801 ------ $ 26,801 ====== LIABILITIES Accounts payable and accrued liabilities $ 970 Due to a director 4,500 ----- 5,470 ----- STOCKHOLDERS' EQUITY Common stock 200,000,000 shares authorized, at $0.001 par value, 13,562,480 shares issued and outstanding 13,562 Capital in excess of par value 16,836 Deficit accumulated during the development stage (9,067) ------ Total Stockholders' Equity 21,331 ------ $ 26,801 ====== The accompanying notes are an integral part of these unaudited financial statements. 4 VANCOUVER'S FINEST COFFEE COMPANY (A Development Stage Company) STATEMENT OF OPERATIONS For the three months ended May 31, 1999 and for period from September 15, 1998 (Date of Inception) to May 31, 1999 (Unaudited - Prepared by Management) For the Three From Inception Months Ended To May 31, 1999 May 31, 1999 ------------ -------------- SALES $ - $ - ------------- ----------- GENERAL AND ADMINISTRATIVE EXPENSES: Accounting and audit 2,550 2,550 Bank charges and interest - 123 Incorporation costs written off - 670 Management fees 900 2,100 Office expenses 219 219 Rent 300 700 Telephone 150 350 Transfer agent's fees 1,140 2,355 ----- ----- NET LOSS $ 5,259 $ 9,067 ========= ====== NET LOSS PER COMMON SHARE Basic $ 0.0003 $ 0.002 ========= ====== AVERAGE OUTSTANDING SHARES Basic 13,562,480 6,012,058 ========== ========= The accompanying notes are an integral part of these unaudited financial statements. 5 VANCOUVER'S FINEST COFFEE COMPANY (A Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the period from September 15, 1998 (Date of Inception) to May 31, 1999 (Unaudited - Prepared by Management) Capital in Common Stock Excess of Accumulated Shares Amount Par Value Deficit ------ --------- ---------- --------- Balance September 15, 1998 (date of inception) - $ - $ - $ - Issuance of common shares for cash at $0.001 - February 5, 1999 6,000,000 6,000 - - Issuance of common shares for cash at $0.002 - February 7, 1999 7,500,000 7,500 7,500 - Issuance of common shares for cash at $0.10 - February 23, 1999 62,480 62 6,186 - Capital contributions - expenses 3,150 Net operating loss for the period from September 15, 1998 to May 31, 1999 - - - (9,067) ---------- ---------- --------- ---------- Balance May 31, 1999 13,562,480 $ 13,562 $ 16,836 $ (9,067) ========== =========== ========= ========== The accompanying notes are an integral part of these unaudited financial statements. 6 VANCOUVER'S FINEST COFFEE COMPANY (A Development Stage Company) STATEMENT OF CASH FLOWS For the three months ended May 31, 1999 and for the period from September 15, 1998 (Date of Inception) to May 31, 1999 (Unaudited - Prepared by Management) For the Three From Inception Months Ended To May 31, 1999 May 31, 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (5,259) $ (9,067) Adjustments to reconcile net loss to net cash provided by operating activities: Increase in accounts payable 301 970 Increase in due to a director - 4,500 -------- -------- Net Cash from Operations (4,958) (3,597) --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock - 27,248 Capital contributions 1,350 3,150 -------- ------ 1,350 30,398 -------- ------ Net Increase in Cash (3,608) 26,801 Cash at Beginning of Period 30,409 - -------- ------ CASH AT END OF PERIOD $ 26,801 $ 26,801 ======== ======== The accompanying notes are an integral part of these unaudited financial statements. 7 VANCOUVER'S FINEST COFFEE COMPANY (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS May 31, 1999 (Unaudited - Prepared by Management) 1. ORGANIZATION The Company was incorporated under the laws of the State of Nevada on September 15, 1998 with the authorized common shares of 200,000,000 shares at $0.001 par value. The Company is in the development stage. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING METHODS The Company recognizes income and expenses based on the accrual method of accounting. DIVIDEND POLICY The Company has not yet adopted a policy regarding payment of dividends. INCOME TAXES The Company has elected a fiscal year ending August 31, 1999 and has not completed an operating period and therefore has not filed an income tax return, however, the Company may incur an operating loss for the period ending August 31, 1999 which will be available for carryover and applied against future taxable income resulting in a tax benefit. The potential tax benefit from any loss carry forward has been fully offset by a valuation reserve because the use of any future tax benefit is doubtful since the Company has no operations. Any loss carry forward from the year ended August 31, 1999 will expire in the year 2012. LOSS PER SHARE Loss per share amounts are computed based on the weighted average number of shares actually outstanding using the treasury stock method in accordance with FABS Statement No. 128. CASH AND CASH EQUIVALENTS The Company considers all highly liquid instruments purchased with a maturity, at the time of purchase, of less than three months, to be cash equivalents. 8 VANCOUVER'S FINEST COFFEE COMPANY (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS May 31, 1999 (Unaudited - Prepared by Management) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued FINANCIAL INSTRUMENTS The carrying amounts of financial instruments, including cash, prepaid expenses and deferred offering costs are considered by management to be their standard fair values. These values are not necessarily indicative of the amounts that the Company could realize in a current market exchange. ESTIMATES AND ASSUMPTIONS Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimated and assumption affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. 3. RELATED PARTY TRANSACTIONS Related parties acquired 44% of the common stock issued. 4. GOING CONCERN Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate in the future. 9 ITEM 2. PLAN OF OPERATIONS The Company's management is in the process of reviewing the costing of kiosk systems and determining the profitability of various locations that are under consideration for installation of the kiosks. LIQUIDITY AND CAPITAL RESOURCES The Company will need additional working capital to finance its activities on the Semple mineral claims. RESULTS OF OPERATIONS The Company has had no operations during this reporting period. 10 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. VANCOUVER'S FINEST COFFEE COMPANY (Registrant) September 19, 1999 /c/ "Kirsten Wilson" ----------------------- Date Kirsten Mide Wilson President and Director 11