-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RkWz2kT+iPajo9yFLxLJNMxMQSeVj5NTNmA953YRa6Xy4UnFBt2u3QuOC3wrCil3 8ph+aOmsYtM3FvLIhGv/4w== 0000950168-99-001649.txt : 19990623 0000950168-99-001649.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950168-99-001649 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUIDAO HOLDING CORP CENTRAL INDEX KEY: 0001018765 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 650639616 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 333-43457 FILM NUMBER: 99633547 BUSINESS ADDRESS: STREET 1: 3201 W GRIFFIN STREET 2: STE 204 CITY: FT LAUDERDALE STATE: FL ZIP: 33312 BUSINESS PHONE: 9549641060 MAIL ADDRESS: STREET 1: 3201 W GRIFFIN STREET 2: STE 204 CITY: FT LAUDERDALE STATE: FL ZIP: 33312 10QSB 1 CUIDAO HOLDING CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ____________ to ____________ Commission File Number 333-43497 CUIDAO HOLDING CORP. (Exact name of small business issuer as specified in its charter) FLORIDA 65-0639616 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2951 SIMMS STREET HOLLYWOOD, FL 33020-1510 (Address of principal executive offices) (954) 924-0047 (Issuer's telephone number) Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At March 31, 1999, the registrant had outstanding 2,222,000 shares of common stock, par value $0.0001, which is the registrant's only class of common stock. Part I. FINANCIAL INFORMATION
CUIDAO HOLDING CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED BALANCE SHEETS December 31, 1997, 1998 and Unaudited 3 Months Ended March 31, 1999 ASSETS Unaudited Audited Audited March 31, 1997 1998 1999 ---- ---- ---- Current Assets Cash and Cash Equivalents........... $5,840 $353,281 $164,598 Accounts Receivable................. $19,633 $24,226 $ 34,248 Inventory........................... $3,220 0 $ 17,472 Prepaid Expenses.................... $1,534 $32,444 $ 14,390 ------ ------- -------- Total Current Assets............. $30,227 $409,951 $230,709 Property & Equipment (Net of $2,161 and $6,220 of accumulated depreciation at December 31, 1997 and 1998)........................ $10,007 $18,782 $605,250 ------- ------- -------- Other Assets Goodwill (Net of $3,750 and $8,333 of accumulated amortization at December 31, 1997 and 1998......................... 11,250 6,667 6,200 Organizational Costs (Net of $432 and $740 of accumulated amortization at December 31, 1997 and 1998)........................ 1,108 800 600 Deferred Offering Costs............. 35,162 0 0 Prepayments and Deposits............ 1,658 18,157 7,157 Total Other Assets............... 49,178 25,624 13,959 Total Assets $89,412 $454,357 $849,918 ------- -------- -------- Current Liabilities Accounts Payable and Accrued Expenses....................... $5,377 $78,714 $83,891 Loan Payable..................... 2,500 50,070 58,279 Mortgage's Payable............... 0 0 480,000 -------- ------------ ------- Total Current Liabilities..... $7,877 $128,784 $622,170 ------ -------- -------- Stockholders' Equity Common Stock, $.0001 per value: Authorized shares-- 100,000,000 Issued and outstanding shares--2,222,000 at December 31, 1997 and 2,356,175 at December 31, 1998.............. $ 223 $ 236 $ 236 Preferred Stock, $.0001 par value: Authorized shares--10,000,000 Issued and outstanding shares--38,000 at December 31, 1997 and 0 at December 31, 1998................ 4 0 0 Additional Paid-In Capital.......... 246,299 660,918 660,918 Deficit Accumulated during Development Stage.............................. (164,991) (335,581) (433,170) Total Stockholders' Equity.......... 81,535 325,573 227,748 ------- ------- ------- Total Liabilities and Stockholders' Equity................ $89,412 $454,357 $849,918
See Note To Financial Statements CUIDAO HOLDING CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 and 3 MONTHS ENDED MARCH 31,1999 Year Ended Year Ended Three Months December 31, December 31, Ended 1997 1998 March 31, 1999 ------------ ------------ --------------- Revenues $27,071 $68,387 $24,683 Cost of Revenues 27,450 40,359 19,920 Gross Profit (379) 28,028 4,763 Operating Expenses: General and Administrative 120,783 197,365 101,975 Income (Loss) Before Interest Income (121,162) (169,337) (97,212) Interest Income 180 (1,254) (377) -------- ------------- Net Income (Loss) During Development Stage $(120,982) $(170,591) $(97,589) Income (Loss) Per Common Share $ (.099) $ (.076) (.041) ---------- ------------- ------ Weighted Average Common Shares Outstanding 1,221,520 2,224,363 2,356,175 Comprehensive Income Items 0 0 0 Net Comprehensive Income (Loss) $ (120,982) $ (170,591) $(97,589) ----------- ----------- --------- CUIDAO HOLDING CORP. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 & 3 MONTHS ENDED MARCH 31,1999
Year Ended Year Ended Three Mos. Ended December 31, December 31, March 31, 1997 1998 1999 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss ..................... $(120,982) $(170,591) $(97,589) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation .......... 1,914 4,059 Amortization .......... 4,043 4,892 Issuance of Common Stock for Legal Services ... 0 0 0 (Increase) Decrease in Inventory ............ (3,220) 3,220 17,472 (Increase) Decrease in Organizational Costs.. (475) 0 600 (Increase) Decrease in Deferred Offering Costs ................ (14,662) 35,162 0 (Increase) Decrease in Prepayments and Deposits.............. (1,384) (47,409) (11,000) Increase in Accounts Payable and Accruals ............. 4,190 73,337 83,891 ----- ------ ------ Net Cash Used in Operating Activities.............. (150,209) (101,923) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Equipment and Building................. (10,444) (12,834) ------- -------- Net cash Used in Investing Activities ............. (10,444) (12,838) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in Loans Payable 2,500 47,570 58,279 Proceeds from Issuing Common 57,300 414,628 0 Stock Proceeds from Issuing 95,000 0 0 --------- ------------ ---------- Preferred Stock............... Net Cash Provided by Financing Activities.... 154,800 462,198 0 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,853) 347,441
CUIDAO HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (UNAUDITED)
Deficit Accumulated During Paid-In the Common Stock Preferred Stock Capital Development Stage ------------ --------------- ------- ----------------- Shares Amount Shares Amount Capital ------ ------ ------ ------ ------- Balance at 2,356,175 $236 $660,918 $335,581 December 31, 1998 Net loss, (97,589) March 31, 1999 Balance, 2,356,175 $236 660,918 (433,170) March 31, 1999
See accompanying notes to condensed consolidated financial statements. CUIDAO HOLDING CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,1999 (UNAUDITED) Note 1 - Summary of Significant Accounting Policies The Company CUIDAO HOLDING CORP. (the "Company") is a development stage company which imports, develops, manages and distributes a portfolio of international and regional brands of beer, wine and spirits. The Company was organized under the laws of the State of Florida on February 12, 1996. On June 27, 1996, the Company formed Cuidao (USA) Import Co., Inc., a wholly owned subsidiary incorporated under the laws of the State of Florida. On March 31, 1997, the Company acquired all of the issued and outstanding common stock of R&R (Bordeaux) Imports, Inc., a wholly owned subsidiary of the Company. The accompanying condensed consolidated financial statements presented include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Basis of Presentation The condensed consolidated balance sheet as of March 31, 1999, the related periods ended March 31, 1999 and 1998 and for the three-month period ended March 31, 1999 and 1998 and for the period beginning with the inception and ending March 31, 1999, the related condensed consolidated statement of stockholders' equity for the three-month period ended March 31, 1999, and the related condensed consolidated statements of cash flows for the three-month periods ended March 31, 1999 and 1998 and for the period beginning with inception and ending March 31, 1999 are unaudited. In the opinion of management, all adjustments necessary consisted of normal recurring items. Interim results may not be indicative of results for a full year. The condensed consolidated financial statements and notes are presented as permitted on Form 10-QSB and do not contain information included in the Company's annual consolidated statements and notes. The year-end condensed consolidated balance sheet, was derived from the Company's financial statements, but may not include all disclosures required by generally accepted accounting principles. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company's December 31, 1998 financial statements. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks, and any highly liquid investment with a maturity of three months or less at the time of purchase. Office Equipment Office equipment is stated at cost aid depreciation over its estimated allowable useful life (7 years), using the double declining balance method. Expenditure for major renewals and betterments that extend the useful lives of fixed assets are capitalized. Expenditures for the maintenance and repairs are charged to expense as incurred. Organizational Costs The Company has incurred certain federal and state filing and registration fees, legal and promotional fees in its formation and capitalization, which will benefit the Company in future periods. These costs are being amortized over a five year life using the straight-line method. Note 2 Related Party Loans At September 30, 1998, the Company had loans outstanding from officers, directors and shareholders of the Company totalling $35,199. Between September 30, 1998 and March 31, 1999, the loans were repaid to the respective parties in full. Note 3 Stockholders' Equity The Company's authorized and outstanding $.0001 par value capital stock as of March 31, 1999 was as follows: Shares Shares Authorized Outstanding ---------- ----------- Series A Preferred Stock 10,000,000 38,000 Common Stock 100,000,000 2,222,000 On December 30, 1997, the Company filed a Registration Statement with the Securities and Exchange Commission to offer up 260,000 units to the general public. Each unit consists of one share of the Company's Common Stock and one common stock purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $8.00 subject to adjustment, at any time over a three year period commencing on the effective date of the Registration Statement. The Warrants may be redeemed by the Company at $.05 per Warrant, at any time prior to their expiration on not less than 30 days written notice, if the closing bid price of the common stock equals or exceeds $10.00 per share for 30 consecutive trading days ending within 10 days of the notice of redemption. Item 2. Plan of Operation General The Company intends on continuing three basic principal objectives: (1) aggressively manage and market its current portfolio of beers, wines and spirits in specific niche markets of the overall alcoholic beverage industry; (2) expand its management and administrative personnel to support its alcoholic beverage product lines; and (3) expand its product line and distribution channels through strategic alliances and/or through acquisitions of other importers and distributors of alcoholic beverage products or through the acquisition of producers of alcoholic beverage products. Marketing of Products The Company's current portfolio of beers consists of the following line of beers produced in the People's Republic of China by Tsingtao Brewery No. 3, a brewery owned and operated by Tsingtao Brewery Co., Ltd., Red Dragon Draft, Red Dragon Light, and Red Dragon Amber. The Company's marketing strategy for its line of Chinese beer will be to first introduce its Red Dragon product line to Asian-theme restaurants (primarily Chinese restaurants), stressing the fact that the Company's line of Chinese beer products will provide the restaurateur with a product that he or she currently does not have, which is a diversified light, amber and draft Chinese beer line. With its wine products, the Company's objective is to successfully introduce a profitable line of imported wines into the United States retail market. The Company's marketing and sales strategy with respect to its wine products will be to provide the off premise merchandise market with quality products at a reasonable cost to the retailer and the consumer. Expansion of Product Line and Distribution Channels During the balance of 1999, the Company plans to expand the number of alcoholic beverage products under its management, as well as increase the number of distribution channels for its products. The foundation for this expansion will be the acquisition of other importers and/or distributors of alcoholic beverage products. Currently the Company is involved in negotiation to acquire a distributor of alcoholic beverage products. These negotiations have not been finalized. Forward-looking Statements This Quarterly Report on Form 10-QSB contains statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical assumptions or facts. Actual results may differ materially from those anticipated as a result of certain risks and uncertainties, including but not limited to changes in general economic conditions, foreign exchange rate fluctuations, competitive product and pricing pressures, the impact of tax increases with respect to alcoholic beverage products, regulatory developments, as well as other risk and uncertainties detailed from time to time in the Company's Securities and Exchange Commission filings. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, data contained in the Company's records and other available data from third parties, but there can be no assurance that management's expectations, beliefs or projections will result, or be achieved, or be accomplished. Part II. Items 3 through 6. None 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 hereunto duly authorized. CUIDAO HOLDING CORP. (registrant) Dated May 24, 1999 By ----------------------- C. Michael Fisher President Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----