-----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, Whf/uXRbFKSHZubzaeHeOlWR2lSjk1/tdwHCjhsGTcZNieAuxtrusraXNTBDR95Z inn970gLg9uvuori/0/i7A== 0001042910-99-000033.txt : 19990115 0001042910-99-000033.hdr.sgml : 19990115 ACCESSION NUMBER: 0001042910-99-000033 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990114 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: 99506136 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 QUARTERLY REPORT 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 QUARTER ENDED SEPTEMBER 30, 1998 [ ] 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 333-43457 ------------------ CUIDAO HOLDING CORP. (Exact name of small business issuer as specified in its charter) ------------------------ Florida 65-0639616 (State or other jurisdiction (I.R.S. Employer Identification No.) of Incorporation or organization) 3201 West Griffin Road, Suite 204, Ft. Lauderdale, Florida 33312-6900 (Address of principal executive offices) Issuer's telephone number, including area code: (954) 964-1060 Not Applicable (Former name, former address and former 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), 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 a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS At September 30, 1998 , 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. 1 CUIDAO HOLDING CORP. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) Form 10-QSB for the Quarter ended September 30, 1998 INDEX Part I. FINANCIAL INFORMATION --------------------- Item 1. Financial Statements Condensed Consolidated Balance Sheets as of September 30, 1998 (unaudited) and December 31, 1997 (audited) Condensed Consolidated Statements of Operations for the nine months ended September 30, 1998 and September 30, 1997 (both periods unaudited) Condensed Consolidated Statement of Stockholders' Equity for the nine month period ended September 30, 1998 (unaudited) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 1998 and September 30, 1997 (both periods unaudited) Notes to Condensed Consolidated Financial Statements (unaudited) Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations Part II. OTHER INFORMATION ----------------- Items 1 through 5. Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit No. Description ----------- ----------- 27.0 Financial Data Schedule (Filed electronically herewith) (b) Reports on Form 8-K: None 2 ITEM 1. FINANCIAL INFORMATION CUIDAO HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS ------ September 30, 1998 December 31, 1997 ------------------------ -------------------------- ASSETS (unaudited) Cash and cash equivalents $ - $ 5,840 Accounts receivable 24,226 19,633 Samples inventory 1,565 3,220 Prepaid expenses 2,893 1,534 ------------------------ -------------------------- Total current assets 28,684 30,227 PROPERTY AND EQUIPMENT Office equipment, at cost, net of accumulated depreciation 19,177 10,007 ------------------------ -------------------------- OTHER ASSETS Goodwill, net of accumulated amortization 7,500 11,250 Organizational costs, net of accumulated amortization 877 1,108 Deferred offering costs 38,666 35,162 Loan closing fees, net of accumulated amortization 4,375 0 Prepayments and deposits 1,658 1,658 ------------------------ -------------------------- Total other assets 53,076 49,178 ======================== ========================== Total assets $ 100,937 $ 89,412 LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ September 30, 1998 December 31, 1997 ------------------------ -------------------------- (unaudited) CURRENT LIABILITIES 2,166 0 Accounts payable 39,396 4,558 Accrued expenses and taxes 9,552 819 Loans payable 90,189 2,500 ------------------------ -------------------------- Total current liabilities 141,303 7,877 STOCKHOLDERS' EQUITY Common Stock, $.0001 par value: Authorized shares - 100,000,000; issued and outstanding shares - 2,222,000 at September 30, 1998 and December 31, 1997 Preferred Stock, $.0001 par value: Authorized shares - 10,000,000; issued and outstanding shares - 223 223 38,000 at September 30, 1998 and December 31, 1997 4 4 ADDITIONAL PAID-IN CAPITAL 246,299 246,299 ACCUMULATED DEFICIT (286,892) (164,991) ------------------------ -------------------------- Total stockholders' equity (40,366) 81,535 Total liabilities and stockholders' equity $ 100,937 $ $ 89,412 ======================== ==========================
See accompanying notes to condensed consolidated financial statements. 3 CUIDAO HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS NINE MONTHS DEVELOPMENT ENDED SEPTEMBER ENDED SEPTEMBER STAGE ------------------------------------ --------------------------------------- --------------------- February 12, 1996 TO 1998 1997 1998 1997 September 30, 1998 ---- ---- ---- ---- --------------------- Revenues $ 18,431 $ - $ 63,317 $ - $ 90,388 Cost of revenues 3,514 267 36,065 1,532 63,515 -------------- ------------------- ------------------ ------------------- -------------------- Gross profit (loss) 14,917 (267) 27,252 (1,532) 26,873 Operating expenses 64,803 29,272 149,154 83,841 314,138 -------------- ------------------- ------------------ ------------------- -------------------- Income (loss) before taxes (49,866) (29,539) (121,902) (85,373) (287,265) Interest income 0 2 0 97 372 -------------- ------------------- ------------------ ------------------- -------------------- Net income (loss) $ (49,866) $ (29,537) $ (121,902) $ (85,276) $ (286,893) ============== =================== ================== =================== ==================== Net income (loss) per common share (.022) (.015) (.055) (.032) (.1) Weighted average shares outstanding 2,222,000 1,995,291 2,222,000 2,700,931 2,861,897
See accompanying notes to condensed consolidated financial statements. 4
CUIDAO HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) DEFICIT ACCUMULATED DURING THE COMMON STOCK PREFERRED STOCK PAID-IN CAPITAL DEVELOPMENT STAGE ------------------------------- ----------------------------- ---------------- -------------------- SHARES AMOUNT SHARES AMOUNT CAPITAL ------ ------ ------ ------ ------- Balance at December 31, 1997 2,222,000 $ 223 38,000 $ 4 $ 246,299 $ (164,991) Net loss, September 30, 1998 $ (121,902) Balance, September 30, 1998 2,222,000 $ 223 38,000 $ 4 $ 246,299 $ (286,893) =============== ============= ============== ============ =============== ===================
See accompanying notes to condensed consolidated financial statements. 5 CUIDAO HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS NINE MONTHS DEVELOPMENT STAGE ENDED ENDED FEBRUARY 12, 1996 TO September 30, 1998 September 30, 1997 September 30, 1998 --------------------- --------------------- -------------------------- CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: Net Income (loss) $ (121,902) $ (85,276) $ (286,893) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation 2,830 1,435 4,991 Amortization of organizational costs/goodwill 4,606 2,720 8,788 Issuance of common stock for legal services 0 0 21,085 Decrease (increase) in accounts receivables (4,593) 0 (24,226) Decrease (increase) in samples inventory 1,655 0 (1,565) Increase (decrease) in organizational costs 0 (475) (1,540) Increase (decrease) in deferred offering costs (3,504) (700) (38,666) Decrease (increase) in prepayments and deposits (1,359) (633) (4,551) Increase (decrease) in loan closing fee (5,000) (5,000) Increase in accounts payable 34,839 1,135 39,397 Increase (decrease) in accrued expenses 8,733 (574) 9,552 Increase in loans payable 87,689 0 90,189 ----------------- --------------------- -------------------------- Net cash provided (used) by operations 3,994 (82,368) (188,439) CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES: Acquisition of office equipment (12,000) (10,444) (24,167) ----------------- --------------------- -------------------------- Net cash flow provided (used) by investing activities (12,000) (10,444) (24,167) CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES: Proceeds from issuing common stock 0 92,799 115,440 Proceeds from issuing preferred stock 0 0 95,000 ----------------- --------------------- -------------------------- Net cash provided (used) by financing activities 0 92,799 210,440 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (8,006) (13) (2,166) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,840 11,693 0 CASH AND CASH EQUIVALENTS ================= ===================== ========================== AT END OF PERIOD $ (2,166) $ 11,680 $ (2,166) ================= ===================== ==========================
See accompanying notes to condensed consolidated financial statements. 6 CUIDAO HOLDING CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (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 Florida corporation, making 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 September 30, 1998, the related condensed consolidated statements of operations for the three-month periods ended September 30, 1998 and 1997 and for the nine-month periods ended September 30, 1998 and 1997 and for the period beginning with inception and ending September 30, 1998, the related condensed consolidated statement of stockholders' equity for the nine-month period ended September 30, 1998, and the related condensed consolidated statements of cash flows for the nine-month periods ended September 30, 1998 and 1997 and for the period beginning with inception and ending September 30, 1998 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments 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 by Form 10-QSB and do not contain information included in the Company's annual consolidated financial statements and notes. The year-end condensed consolidated balance sheet 7 was derived from the Company's audited 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, 1997 financial statements. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks, and any highly liquid investments with a maturity of three months or less at the time of purchase. Office Equipment Office equipment is stated at cost and depreciated over its estimated allowable useful life (7 years), using the double declining balance method. Expenditures for major renewals and betterments that extend the useful lives of fixed assets are capitalized. Expenditures for 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. Deferred Offering Costs Deferred offering costs include the costs associated with a proposed intial public offering of the Company's common stock. The costs related to the intial public offering will be capitalized and netted against the amount received from the public offering. All deferred offering costs will be expensed in the event the offering is not consummated (See Note 3). Net Loss per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. NOTE 2 - Loans Payable Related Party Loans At September 30, 1998, the Company had received loans totalling $35,199 from officers, directors and shareholders of the Company. The loans are due upon demand and do not bear any interest. 8 During June 1998, the Company entered into an equipment purchase agreement with a principal stockholder of the Company relating to the purchase by the Company of a 1995 Ford 350 Cargo Van from such principal stockholder for a purchase price of $12,000. Pursuant to the agreement between the Company and the principal stockholder, the Company has paid $2,250 toward the purchase price, with a balance of $9,750 due and payable on November 13, 1998. Bank Line of Credit In July 1998, the Company obtained a $50,000 revolving line of credit from a bank. This bank line of credit is personally guaranteed by an officer of the Company and accrues interest at 10.50% per annum. At September 30, 1998, $45,240 was borrowed under this facility. NOTE 3 - Stockholders' Equity The Company's authorized and outstanding $.0001 par value capital stock as of September 30, 1998 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 on Form SB- 2 with the Securities and Exchange Commission to offer up to 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. In connection with the public offering, the Company has agreed to sell to its Placement Agent for the offering, at the closing of the public offering, a Placement Agent Unit Purchase Option to purchase up to 26,000 Units for a purchase price of $7.00 per Unit. On May 1, 1998, the Company's Registration Statement was declared effective by the Securities and Exchange Commission (See Note 5). NOTE 4 - Stock Option Plan 9 In October 1997, the Board of Directors and stockholders of the Company approved two stock option plans; an incentive stock option plan ("Incentive Plan") and a directors' stock option plan ("Directors' Plan"). The Incentive Plan covers employees of the Company (including officers and employee directors), and the Directors' Plan covers nonemployee directors of the Company. A total of 750,000 shares of common stock of the Company are reserved for issuance under the Incentive Plan. The Incentive Plan provides for the granting of "statutory incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, and for the granting to employees and consultants of nonstatutory stock options. A total of 250,000 shares of Common Stock are reserved for issuance under the Directors' Plan. The Directors' Plan provides only for the grant of nonstatutory stock options. At September 30, 1998, there were no stock options outstanding under either the Incentive Plan or the Directors' Plan. NOTE 5 - SUBSEQUENT EVENTS Effective November 5, 1998, the Company completed its public offering of Units. A total of 96,175 Units were sold at a price of $5.75 per Unit. After payment of commissions and other expenses of the offering, the Company received proceeds from the offering of approximately $545,156 (See Note 3). 10 ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS General The Company was organized in February 1996 under the laws of the State of Florida. The Company is a development stage enterprise established for the purpose of importing, developing, managing and distributing a portfolio of international and regional brands of beer, wine and spirits. The Company was formed to participate in specific niche segments of the approximate $100 billion United States alcoholic beverage market by acting as a supplier of a variety of beers, wines and spirits. Results of Operations Since its inception, the Company has primarily been in the process of developing its business concept and alcoholic beverage product portfolio, and therefore has not generated any significant revenues. For the nine month period ended September 30, 1998, the Company had a loss from operations of $(121,902). Since its inception, the Company has had losses from operations of $(286,893). The Company's losses are attributable to expenditures by the Company in its development stage, which expenditures included, among other items, legal, accounting, licensing and permit fees, travel expenses, deposits, corporate office rent and corporate office expenses. The Company expects to continue to incur losses until such time as it obtains market acceptance of its initial products at selling prices and volumes which provide adequate gross profit to cover operating costs. The Company believes that once its concept and alcoholic beverage product portfolio are fully developed, it will generate its revenues from the sale of its alcoholic beverage products to independent beverage distributors and wholesalers for resale to retailers who sell alcoholic beverages to consumers as well as from the sale of its alcoholic beverage products directly to restaurants, bars and specialty stores. While management of the Company believes that revenues anticipated to be generated from the sale of its alcoholic beverage products will allow the Company to operate profitably, there can be no assurance that once the Company fully develops its business concept and alcoholic beverage product portfolio, that it will operate in a profitable manner. Liquidity and Capital Resources 11 Since its inception, the Company has financed its development activities through a combination of private transactions involving the issuance of common stock and preferred stock for cash, and loans from officers and shareholders of the Company. In July 1998, the Company obtained a $50,000 revolving line of credit from a bank. This bank line of credit is personally guaranteed by an officer of the Company and accrues interest at the rate of 10.50%. Outstanding borrowings against this line of credit totalled $45,240 as of September 30, 1998. In November 1998, the Company completed its public offering of Units, each Unit consisting of one share of the Company's common stock and one common stock purchase warrant. A total of 96,175 Units were sold at a price of $5.75 per Unit. After payment of commissions and other expenses of the offering, the Company received proceeds from the offering of approximately $545,156. Management currently intends that the proceeds of the offering will provide liquidity for the following endeavors utilizing the following amounts of capital: Increase Product Purchases: approximately $200,000 will be used to increase the amount of alcoholic beverage products purchased by the Company so as to support increased sales activity expected, and to reduce the cost of products through volume purchasing. Sales and Marketing Expansion: approximately $100,000 will be used to expand the Company's sales force, increase trade show participation, increase face-to-face sales calls with customers and develop new marketing materials. Facilities Expansion: approximately $50,000 will be used to provide adequate facilities for the anticipated increase in product inventory and sales and to provide adequate office and administrative space for increased staff requirements. Working Capital: approximately $195,156 will be used to provide liquidity for general business contingencies, including the possible expansion of the Company's alcoholic beverage product line and distribution channels through the acquisition of other importers and/or distributors of alcoholic beverage products. Management believes that the proceeds received from the sale of its Units as described above will provide the Company with sufficient liquidity to meet the requirements described above for the balance of fiscal 1998 and 1999. However, absolutely no assurance can be given that the proceeds received by the Company from the offering of Units will be sufficient to meet the Company's working capital requirements for the balance of fiscal 1998 and 1999. 12 Plan of Operation General During the next 12 months, the Company intends to carry out three 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 the acquisition 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 consist 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 restauranteur with a product that he or she currently does not have, which is a diversified (light, amber, draft) Chinese beer line. Thereafter, the Company will seek to introduce its Red Dragon beer products to Asian-related specialty markets. Eventually, the Company plans to introduce its Red Dragon beer brands to retailers who specialize in marketing and selling imported beers. These vendors will primarily consist of ale houses and specialty liquor stores that sell a variety of imported beers. To market its Red Dragon beer products, the Company has developed and will institute, a variety of advertising and marketing programs designed to create consumer awareness for its beer products and to establish brand identification. The Company plans to conduct on-premise promotions, which will include the use of posters and wall and daily scheduling calendars which prominently display the Company's Red Dragon beer products at the site of retail sale of the Company's beer products. Where legal, the Company will conduct product tasting seminars with restaurant staff and consumers. As the Company's Red Dragon products are gradually introduced into the mainstream retail market, the Company will integrate a giveaway merchandise program with T-Shirts and baseball caps featuring the Company's Red Dragon logo. The Company's merchandise program will be specifically designed to develop brand identification. 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 13 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. The Company will distribute its wine products through agents that deal directly with high volume off-premise accounts. Although the Company believes that the high volume off-premise account market does not engage in substantial advertising as a form of marketing, it is the Company's plan to participate in at least three major restaurant/hotel trade shows over the next 12 months for the purpose of marketing its wine products. Expansion of Management and Administrative Personnel The Company currently has three employees and two consultants. Assuming that product acceptance, sales and revenue growth justify such, the Company anticipates employing an additional four persons over the next 12 months. It is expected that one of these persons will be an executive officer of the Company responsible for certain aspects of the sales and marketing of the Company's wine portfolio and another of these persons will be an executive officer of the Company responsible for certain aspects of the sale and marketing of the Company's beer portfolio. Expansion of Product Lines and Distribution Channels Over the next 12 months, 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. At the foundation of the Company's plans for expansion of its product lines and distribution channels is the acquisition of other importers and/or distributors of alcoholic beverage products. In its acquisition planning, the Company will look to acquire other importers and/or distributors of alcoholic beverage products who own, or have the exclusive rights to, niche alcoholic beverage products which can be sold to volume purchasers and which have the potential to be branded. In addition to adding entirely new product lines, acquisitions are expected to be beneficial in adding new customers and distribution channels, and improving operating efficiencies of the Company through shared resources and the creation of critical mass in product offerings. The Company has no present commitments or agreements and is not currently involved in any negotiations with respect to any acquisitions. Cautionary Statement 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 14 statements which are other than statements of historical assumptions and other statements which are other than statements of historical facts. Actual results may differ materially from those projected 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 risks 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 limitations, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result, or be achieved, or be accomplished. 15 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: January 2, 1999 By: C. Michael Fisher --------------------------------------- C. Michael Fisher President, Chief Financial Officer and Chief Accounting Officer 16 EX-27.0 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from (a) the interim unaudited financial statements of Cuidao Holding Corp. for the nine month period ended September 30, 1998 and is qualified in its entirety by reference to such (b) financial statements. 9-MOS DEC-31-1998 JAN-01-1998 SEP-30-1998 0 0 24,226 0 1,565 28,684 19,177 4,991 100,937 141,303 0 0 4 223 246,299 100,937 63,317 63,317 36,065 36,065 149,154 0 0 0 0 (121,902) 0 0 0 (121,902) (.055) (.055)
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