10QSB 1 0001.txt QUARTERLY REPORT 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: June 30, 2000 [_] 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 incorporation or organization) Identification No.) 2951 SIMMS STREET HOLLYWOOD, FL 33020-1510 ------------------------------------------- -------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (954) 924-0047 Securities to be registered under Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None ----------------------------------- --------------------------- Securities to be registered under Section 12(g) of the Act: Common Stock, $.0001 par value per share -------------------------------------------------------- (Title of class) Copies of Communications Sent to: Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 Tel: (561) 832-5696 - Fax: (561) 659-5371 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 June 30, 2000, the registrant had outstanding 3,158,374 shares of common stock, par value $0.0001, which is the registrant's only class of common stock. Part I. FINANCIAL INFORMATION INDEX TO FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets.......................................F-1 Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2000. . . .............................. F-2 Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2000.................................. F-3 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000..................................... F-4 Notes to Condensed Consolidated Financial Statements....................... F-5
CUIDAO HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS JUNE 30, DECEMBER 31, 2000 1999 (UNAUDITED) (AUDITED) Current Assets: Cash and Cash Equivalents $ 1,284 $ 1,533 Accounts Receivable 23,312 27,422 Inventory 167,913 304,346 ----------------- ------------------ Total Current Assets 192,509 333,301 ----------------- ------------------ Property, Plant and Equipment (Net of $31,289 and $22,113 accumulated depreciation at June 30, 2000 and December 31, 1999) 581,735 584,873 ----------------- ------------------ Other Assets: Goodwill (Net of $15,000 and $13,333 accumulated amortization at June 30, 2000 and December 31, 1999) - 1,667 Organizational Costs (Net of $1,202 and $1,048 accumulated amortization at June 30, 2000 and December 31, 1999) 338 492 Deferred Loan Costs (Net of $5,250 and $3,500 accumulated amortization at June 30, 2000 and December 31, 1999) 5,250 7,000 Deposits and Escrow Balances 5,326 19,314 ------------------- ------------------- Total Other Assets 10,914 28,473 ------------------ ------------------- Total Assets $ 785,158 $ 946,647 ================== ==================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable and Accrued Expenses $334,692 $417,616 Security Deposits - 5,724 Notes Payable - Current Portion 49,909 48,324 ------------------ ------------------- Total Current Liabilities 384,601 471,664 Long Term Liabilities: Notes Payable 594,245 480,000 ----------------- ------------------ Total Liabilities 978,846 951,664 ----------------- ------------------ Stockholders' Equity: Common Stock, $.0001 Par Value; 100,000,000 Shares Authorized; 3,158,374 and 2,402,175 Issued and Outstanding at June 30, 2000 and December 31, 1999 316 240 Common Stock Held in Escrow (23) Additional Paid In Capital 768,760 768,812 Accumulated Deficit (962,741) (774,069) ---------------- ------------------- Total Stockholders' Equity (193,688) (5,017) ---------------- --------------------- Total Liabilities and Stockholders' Equity $ 785,158 $ 946,647 ================== ====================
The accompanying notes are an integral part of these financial statements. F-1
CUIDAO HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED) 2000 1999 ---- ---- Revenues $ 148,362 $ 56,247 Cost of Goods Sold 68,670 46,123 ---------------- ---------------- Gross Profit 79,692 10,124 Operating Expenses: General and Administrative 225,969 168,962 --------------- ---------------- Income (Loss) Before Interest Income (Expense) (146,277) (158,838) Interest Income (Expense) 42,395 413 ---------------- --------------- Net Income (Loss) $ (188,672) $ (159,251) ============= =============== Loss Per Common Share $ (0.0708) $ (0.0680) ============== ================ Weighted Average Common Shares Outstanding 2,664,675 2,356,175 ============== ===============
The accompanying notes are an integral part of these financial statements. F-2
CUIDAO HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, (UNAUDITED) 2000 1999 ---- ---- Revenues $ 54,485 $ 31,564 Cost of Goods Sold 20,522 26,203 ---------------- ----------------- Gross Profit 33,963 5,361 Operating Expenses: General and Administrative 123,274 66,987 --------------- ----------------- Income (Loss) Before Interest Income (Expense) (89,311) (61,626) Interest Income - - Interest (Expense) (24,011) (36) --------------- -------------------- Total Interest Income (Expense) (24,011) (36) --------------- -------------------- Net Income (Loss) $ (113,322) $ (61,662) =================== ====================== Loss Per Common Share $ (0.0472) $ (0.0262) =================== ====================== Weighted Average Common Shares Outstanding 2,402,175 2,356,175 =================== ======================
The accompanying notes are an integral part of these financial statements. F-3
CUIDAO HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED) 2000 1999 ---- ---- Cash Flow from Operating Activities: Net (Loss) $ (188,672) $ (159,251) Adjustments to Reconcile Net Loss to Net Cash Used For Operating Activities: Depreciation and Amortization 12,747 8,843 Changes in Assets and Liabilities: (Increase) Decrease in Accounts Receivable 4,110 2,319 (Increase) Decrease in Inventory 136,433 (36,597) (Increase) Decrease in Prepayments and Deposits 13,988 15,154 Increase (Decrease) in Accounts Payable and Accrued Expenses (82,923) (2,504) Increase (Decrease) in Security Deposits (5,724) - ---------------- --------------------- Net Cash Used in Operating Activities (110,041) (172,036) -------------- ---------------- Cash Flow from Investing Activities: Acquisition of Equipment and Building (6,038) (595,311) ---------------- ---------------- Cash Flow from Financing Activities: Increase in Loans Payable 115,830 7,430 Increase in Mortgage Payable - 480,000 ------------------ ---------------- Net Cash Used in Financing Activities 115,830 487,430 --------------- ---------------- Net increase (decrease) in Cash (249) (279,917) Cash - Beginning 1,533 353,281 Cash - Ending $ 1,284 $ 73,364 ================== ======================
The accompanying notes are an integral part of these financial statements. F-4 CUIDAO HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2000 (UNAUDITED) GENERAL Basis of Presentation - The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. Intercompany balances have been eliminated in consolidation. Interim Financial Information - The financial information contained herein is unaudited but includes all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the information set forth. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements, which are included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999.The Company's results for interim periods are not necessarily indicative of results to be expected for the fiscal year of the Company ending December 31, 2000. The Company believes that this Quarterly Report filed on Form 10-QSB is representative of its financial position, its results of operations and its cash flows for the periods ended June 30, 2000 and 1999 covered thereby. Comprehensive Income - In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income." SFAS 130 requires companies to disclose comprehensive income and its components. The Company currently has no items of other comprehensive income and therefore SFAS 130 does not apply. LEGAL PROCEEDINGS As of June 30, 2000, the Company was in default under the terms of its Second Mortgage Promissory Note. In addition the monthly payments due February through June 2000 are in arrears. A lease with a national credit tenant for fifty percent of the Company's building was executed on June 13, 2000. This lease begins on July 1, 2000 and terminates on June 30, 2002. The Lessee, The Goodyear Tire & Rubber Company, will be paying a monthly rent of $2,500. It is the Company's goal to refinance its Second Mortgage Promissory Note to reduce the overall debt of the Company by paying down the amount being financed and also secure said loan at a more competitive interest rate. In the event that refinancing is not immediately accomplished, bridge financing has been arranged to bring payments current. The Company has filed a lawsuit against Investors Conceptual, Inc. This action is for non-payment of funds owned to the Company and default by Investors Conceptual, Inc. Settlement negotiations are presently ongoing in the above cause of action. The Company received a judgement against it due to non-payment of an obligation to a vendor. The Company's legal council feels there is a good chance that the judgement will be adjusted favorably on appeal. The Company also is investigating whether the vendor will accept a settlement offer although the Company has proceeded to file an appeal of the prior judgment. F-5 Item 2. Management's Discussion and Analysis General The Company's current portfolio of beers consists of the following line 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 initial marketing strategy for this line of Chinese beer is to introduce its Red Dragon product line to Asian-theme restaurants (primarily Chinese restaurants). In its presentation, the Company will stress the fact that its line of Chinese beer products will provide the restaurateur with a product that he or she currently does not have, that is, diversified light, extreme, amber and draft Chinese beer line. The Company currently has a variety of wine products for distribution. With its wine products, the Company's objective is to introduce its 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. The company currently had a variety of alcoholic products for distribution. During the balance of 2000, the Company plans to expand the number of alcoholic beverage products under its management, as well as to increase the number of distribution channels for its products. This expansion may be accomplished by the acquisition of other importers and/or distributors of alcoholic beverage products. During the balance of fiscal 2000, the Company intends on continuing its four 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. (4) develop additional brands (and labels) of wines which are exclusively owned by Cuidao. Several brands are currently entering the trademark stage and contracts are being finalized to supply the Company with a California varietal wine portfolio. Corporate Developments On April 5, 2000 the Company executed a loan agreement with Infinity Financial Group, Inc. (the "Loan Agreement"). Under the Loan Agreement, IFG agreed to make loans to the Company of up to $1,825,000 in installments for a period commencing with the date of the agreement and ending on April 4, 2004 (the "IFG Loan Commitment"). Under the terms of the IFG Loan Commitment, each installment is supported by a convertible note and security agreement and the Lender is granted warrants to purchase shares of the Company's Common Stock. The notes bear interest at 8% per annum, run for a term of two years and are convertible at the fixed rate of $.75 per share. The warrants are exercisable for two years at a price of $1.50 per share. Under the agreement, 20,027 shares are held by IFG in escrow for the potential conversion of the initial note, interest for the term and exercise of the initial warrant. Under the terms of the IFG Loan Agreement, an initial loan of $11,000 was made on April 5, 2000. Further instalments and shares placed in escrow were made to the Company; to wit, a loan of $28,245 on April 26, 2000 with 51,425 shares placed in escrow; $20,000 on June 7, 2000 with 36,413 shares placed in escrow; $35,000 on June 15, 2000 with 63,722 shares placed in escrow; $35,000 on June 28, 2000 with 63,722 shares placed in escrow; and $20,000 on July 6, 2000 with 36,413 shares placed in escrow. Under the Loan Agreement, the Company granted IFG registration rights and is obligated to file a registration statement within one hundred and eighty days (180) days of the agreement. The Company is preparing a registration statement on Form SB-2 for filing covering 3,322,667 shares of its Common Stock which number of shares will cover all notes if issued and interest at the rate of 8% per annum for two (2) years at a fixed conversion price of $0.75 per share and 500,000 warrants exercisable at $1.50. The issuance of the securities was made pursuant to Regulation D, Rule 506 of the Act. Under the terms of the Registration Rights Agreement, Cuidao is to pay all of the registration expenses incurred in connection with the registration of the shares and the reasonable fees and expenses of one (1) counsel for the Selling Shareholders, except that IFG is to pay all selling commissions, underwriting discounts and disbursements, transfer taxes and fees and expenses of separate counsel applicable to their sale of Cuidao's Common Stock to be issued pursuant to the agreements underlying the IFG Loan Commitment. The agreements provides that Cuidao must keep current and effective the registration statement covering these shares for the greater of (i) a period of at least four (4) years from the closing date and (ii) a period of at least ninety (90) days after all of the notes have been converted or paid and all the warrants have been exercised or have expired. Effective July 1, 2000, the Company entered into a lease to the portion of its new facilities formerly occupied by the airline. The lease is with Goodyear Tire & Rubber Co. The lease is for a term of 2 years at an annual rent of $36,000. See: Part II. Item 6. Exhibit No.10.17 - Goodyear Tire & Rubber Company Lease The Company entered into an agreement dated July 18, 2000 with Reu-Dom Investments and Holdings, Inc. d/b/a World Class Beer Imports ("WCBI"). WCBI is in gthe business of exclusively importing, selling, marketing and distributing imported beers and similar malt beverages. Under the agreement Cuidao shall serve as the sole and exclusive sales and marketer of all brands currently sold and any future products. The Company will operate under WCBI's licenses and permits in the various jurisdictions in which WCBI is licensed. The WCBI agreement is for a term of five (5) years and is automatically renewal for successive three (3) years terms unless the parties have terminated their arrangement. Under the agreement, Cuidao will pay the laid-in cost of such inventory out of receipts from customers for inventory up to the value of $119,000. All inventory over $119,000 will be paid for at the laid-in cost in the Common Stock of the Company, the number of which shares shall be determined by dividing the monthly cost of inventory sold by the average offer price of the Company's shares during the month the product is sold. The shares will be issued within seven (7) days of the close of the monthly books. The Company has agreed to assume WCBI's lease for its premises in Oakland Park, Florida and to satisfy any and all current existing accounts payable and other obligations of WCBI. On July 19, 2000 the Company entered into a service agreement with Reubin Share ("Share"), a principal of WCBI. Under this agreement will be employed as the President of Cuidao's Beer Division. The term of the agreement is for five (5) years and is automatically renewal for successive three (3) years terms unless the parties have terminated their arrangement. As compensation, Share will receive a salary of $40,000 per annum which may be increased by performance bonuses equal to 25% of the base salary, in the event the Company achieves performance objectives. As a sign-on bonus, the Company agreed to issue 25,000 shares of its restricted Common Stock. The issuance of the securities was made pursuant to Regulation D, Rule 506 of the Act. In addition to the WCBI agreement and the Share service agreement, the Company entered into termination option agreement dated July 19, 2000 which provides that the other agreements are inter-dependent. This agreement allows that if one agreement is terminated, then either party may elect to terminate the other agreement. Results of Operations for the Three Months Ending June 30, 2000 and 1999 During the three month period ending June 30, 2000 and 1999, the Company had revenues of $54,485 and $31,564 respectively. This is an increase in revenue of $22,921, or approximately 73%, compared to revenues during the comparable period of 1999. The increased revenues resulted primarily from an increase in sales, which are directly result of the Company's overall marketing efforts. The Company did not receive rent revenue during the three month period ending June 30, 2000 from that portion of the Company's new facility which was leased to an airline. The Company executed a new lease on this portion of its facility with Goodyear Tire & Rubber, Co.. The lease terms begins July 1, 2000. During the three month period ending June 30, 2000 and 1999, the Company had General and Administrative operating expenses of $123,274 and $66,987. This increase is primarily due to the Company's increased marketing efforts and inventory storage and handling costs. Management believes that continued implementation and expansion of the Company's use of beer distributors and an increase in wine and liquor sales by using a similar method will have a positive result on sales and revenues in the future. Through its distributiion alliance with World Class Beer Imports, the Company expects to maximize the rollout of its RED DRAGON beer products by reaching more retail and specialty stores, without the need to increase the Company's personel or payroll expenses. However, personel and payroll expenses will be increased since the Company intends to hire an Asian brand development/salesperson to work specifically with the on- premise accounts and to assist out-of-state distributors on a part time basis. With reference to the various alcoholic products marketed both on a wholesale basis and as a distributor, profit percentages for various products vary depending on which product is being marketed and depending on which venue it is marketed through; i.e., whether to a wholesaler or marketed directly to retailers by the Company acting in some instances as its own distributor. Usually, beer products marketed to other distributors have approximately 25% to 30% profit, while wine and spirit products should have between 35% to 40% profit. These gross profit margins represent an amount over and above the cost of goods sold including all shipping, freight and duty (U.S. Custom charges). When the Company acts as its own distributor, the gross margins are higher due to the Company capturing the profit margins the distributor adds on to goods which are sold to retailers, which is usually an additional 25% to 30%. Thus on goods sold by the Company, acting as its own distributor it is anticipated that it will achieve gross profit margins of approximately 45% to 55%. Overhead and cost of operations, office, warehouse, marketing expense and administrative staff, etc., is paid out of the revenues generated through the traditional and/or non-traditional means described above. It is a primary concern of the Company to keep all expenses to as much of a minimum as possible without sacrificing the quality of marketing of any products or any areas which need to be explored. This is why the Company has limited the amount of administrative staff and why many duties which are normally delegated are being performed by management. Essentially the philosophy of management is to be as professional as possible in the marketing of products and establishment of distributors and simultaneously to be frugal as possible with the limited funds it has available. Financial Condition The Company's balance sheet for the period ended June 30, 2000, reflects the acquisition of a new building. Management concluded that in both short and long term, it was more financially prudent to own its own facility than to pay a rent which was higher than the resulting mortgage. The Company has executed a loan agreement with Infinity Financial Group, Inc. which it believes will provide it with the necessary initial working capital required to effectively execute its business plan. The Company believes that by expanding its product distribution and thereby increasing sales revenues it will internally generate sufficient working capital to enable management to continue its goal to increase the number of distribution channels for its products. It is the Company's belief that once it is able to expand its product line and distribution channels it will be able to rely on its own internally generated cash flow to support its operations. 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. Specifically, this report contains forward- looking statements regarding anticipated future sales and revenues and the methods and strategies of increasing those sales and revenues. Actual results may differ materially from those anticipated as a result of certain risks and uncertainties, including but not limited to, management's ability to implement its marketing strategy, the availability of capital through sale of additional common stock or other means, including the availability of products for sale through credit insurance and distribution alliances, 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. Item 1. Legal Proceedings The Company has filed a financial lawsuit against Investors Conceptual Services Incorporated. This action is for non-payment by Investors Conceptual Services Incorporated, of funds owed to the Company. The amount of this debt was specified within an agreement between Company and Investors Conceptual Services Incorporated. As of December 31, 1999, the Company had a disputed bill relating to printing charges with Bowne of Los Angeles. As of the date of this filing the Company is in the process of attempting to reach an equitable settlement with reference to this disputed amount. Bowne secured a judgment against the Company. The Company has filed an appeal with the appropriate Court in California. As of June 30, 2000, the Company was in default under the terms of its Second Mortgage Promissory Note which by its terms had brought current the Company's First Mortgage Promissory Note. In addition, the monthly payments for February though June of 2000 are in arrears. A lease with a national credit tenant for fifty percent of the Company's building for occupancy commencing July 1, 2000 has been signed. The Lessee, The Goodyear Tire & Rubber Company, will be paying a monthly rent of $2,500. It is the Company's goal to refinance its Second Mortgage Promissory Note to reduce the overall debt of the Company by paying down the amount being financed and also secure said loan at a more competitive interest rate. In the event that refinancing is not immediately accomplished, bridge financing has been arranged to bring payments current. On July 12, 2000, a summary judgement was entered by Broward Circuit Court in favor on the Second Mortgage holders in the amount of $172,756.93. Sale of the property was scheduled for August, 2000. The Company has arranged for the property to be bought on its behalf by a current shareholder. This arrangement will bring the Company current in its obligations on the Second Mortgage Promissory Note. The terms of repayment by the Company to this shareholder for bringing its Second Mortgage Obligation current have not been finalized. No assurance can be given that this buy-out will be completed in a timely fashion or that the terms will be favorable to the Company. Item. 2. Changes in Securities and Use of Proceeds On April 11, 2000 the Company approved an Employee/Consultant Stock Compensation Plan for 1,000,000 shares of Common Stock. The plan was registered with the Securities and Exchange Commission on Form S-8. The purpose of the plan is to provide the Company with a method to compensate consultants and certain employees for bona fide services. Awards under this plan are under the sole discretion of the Company's Board of Directors. The grant of an award under the plan does not confer the consultant or employee with any rights for continued engagement by the Company On July 18, 2000, the Company entered into an agreement with WCBI under which inventory in excess of $119,000 is to be paid in the form of shares of the Company's Common Stock, the number of which shall be determined by dividing the cost of the inventory sold in a month by the average offer price for the month in which said sales were made. No shares have been earned or issued under this formula to date. When such shares are issued, the Company will rely upon Regulation D, Rule 506. On July 19, 2000, the Company entered into a service agreement with Mr. Share. Under this agreement, the Company granted Mr. Share 25,000 shares of its restricted Common Stock as a sign- on bonus. Such issuance is being made in reliance on Regulation D, Rule 506. During the quarter the Company entered into the Loan Agreement with IFG. As of the date of this report, the Company has received instalments totally $134,245.39 under the terms of the agreement. The Company has executed six (6) promissory notes and issued warrants to purchase 36,413 shares. Thus far, 271,722 shares have been placed in escrow with IFG against the conversion of all of the notes, with interest for the term and exercise of all of the warrants. These shares were issued in reliance on Regulation D, Rule 506. The Company is preparing a registration statement on Form SB-2 for filing covering 3,322,667 shares of its Common Stock which will cover all notes if issued plus interest at the rate of 8% per annum for two(2) years at a fixed conversion price of $0.75 per share and 500,000 warrants exercisable at $1.50. Item 3. Defaults upon Senior Securities NONE Item 4. Submission of Matters to a Vote of Security Holders NONE Item 5. Other Information NONE Item 6. Exhibits and Reports on Form 8-K (a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows: Exhibit No. Description ---------- ----------------------------------------------- 3.0 Amended and Restated Articles of Incorporation of Cuidao Holding Corp.(1) 3.1 Bylaws of Cuidao Holding Corp.(1) 4.0 Specimen Stock Certificate(1) 10.0 Cuidao Holding Corp. 1999 Equity Incentive Plan(1) 10.1 Cuidao Holding Corp. 1997 Directors' Stock Option Plan(1) 10.2 Import and Distribution Agreement by and between Cuidao Holding Corp. and the People's Republic of China, Tsingtao Brewery No. 3 Co., Ltd.(1) 10.3 Import and Distribution Agreement by and between Cuidao Holding Corp. and Cave duVignoble Gursonnais(1)
10.4 Import and Distribution Agreement by and between Cuidao Holding Corp. and Les Chais du Prevot(1) 10.5 Import and Distribution Agreement by and between Cuidao Holding Corp. and Vignerons De Buzet(1) 10.6 Import and Distribution Agreement by and between Cuidao Holding Corp. and Godet Freres(1) 10.7 Form of Lock-Up Agreement by and between Cuidao Holding Corp., West America Securities Corp. and certain shareholders of Cuidao Holding Corp.(1) 10.8 Form of Promotional Share Lock-In Agreement by and between Cuidao Holding Corp. and certain shareholders of Cuidao Holding Corp.(1) 10.9 Promissory Note and Mortgage and Security Agreement dated January 22, 1999 by and between Cuidao Holding Corp. and Em-Star Mortgage Co.(2) 10.10 Promissory Note dated January 22, 1999 by and between Cuidao Holding Corp. and Sebastiano Salemi and Nunzia Salemi, as husband and wife.(2) 10.12 Assignment of Lease Agreement dated January 22, 1999 by and between Sebastiano Salemi and Nunzia Salemi, as husband and wife, and Cuidao Holding Corp.(2) 10.13* Loan Agreement dated April 5, 2000 including the Promissory Note, Security Agreement, Registration Rights Agreement and Escrow Agreement 10.14* Exclusive Sales and Marketing Agreement dated July 18, 2000 with WCBI 10.15* Service Agreement with Ruebin Share dated July 19, 2000 10.16* Termination Option Agreement dated July 19, 2000 10.17* Goodyear Tire & Rubber Company Lease 10.35 Cuidao Holding Corp. 2000 Employee/Consultant Stock Compensation Plan(3) 21.0 Subsidiaries of Cuidao Holding Corp.(2) 27.0 * Financial Data Schedule
--------------------------------------------- (1) Incorporated herein by reference to the Company's Registration Statement on Form SB-2 filed on December 30, 1997. (2) Incorporated herein by reference to the Company's 10 QSB for the Quarter ended March 31, 2000. (3) Incorporated herein by reference to the Company's Form S-8 filed on May 22, 2000. * Filed herewith (b) No Reports on Form 8-K were filed during the quarter ended June 30, 2000. 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. CUIDAO HOLDING CORP. (registrant) Dated: August 20, 2000 By: /s/ C. Michael Fisher --------------------------- C. Michael Fisher President & Chief Financial Officer