U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q-SB
[X] QUARTERLY REPORT PURSUANT TO 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
SECURITIES ACT OF 1934
COMMISSION FILE NUMBER 000-28595
PEABODYS COFFEE, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 98-0209293
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
3845 ATHERTON ROAD, SUITE 9, ROCKLIN, CALIFORNIA, 95765
(Address of Principal Executive Office)
(916) 632-6090
(Issuer's Telephone Number)
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 filings requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,849,304 shares of common stock.
Transitional Small Business Disclosure Format (Check One): Yes [X] No [ ]
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TABLE OF CONTENTS
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or
Plan of Operation 12
Part II - Other Information
Item 1 Legal Proceedings 15
Item 2 Changes in Securities 15
Item 3 Defaults Upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits and Reports on Form 8-K 15
Signatures 16
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PEABODYS COFFEE, INC.
BALANCE SHEETS
JUNE 30, 2000 AND 1999
UNAUDITED
<TABLE>
<CAPTION>
2000 1999
------------ ------------
ASSETS
Current Assets
<S> <C> <C>
Other receivables $ 16,301 $ 30,056
Inventories 36,623 54,285
Prepaid expenses 192,470 6,339
------------ ------------
Total Current Assets 245,394 90,680
Property and equipment (net) 588,002 517,873
Deposits and other assets 129,518 331,541
------------ ------------
Total Assets $ 962,914 $ 940,094
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Cash overdraft $ 20,763 $ 121,296
Accounts payable 641,681 789,814
Accrued expenses 222,637 384,818
Capital lease obligations 648 4,122
Short-term borrowings 92,564 116,880
Bridge note financing 40,000 367,500
------------ ------------
Total Current Liabilities 1,018,293 1,784,430
------------ ------------
Stockholders' Deficit
Common stock authorized - 50,000,000 shares,
issued and outstanding, 8,849,304 and 6,215,477
$.001 par value 8,849 6,215
Paid-in capital 3,809,152 3,008,205
Accumulated deficit (3,873,380) (3,858,756)
------------ ------------
Total Stockholders' Deficit (55,379) (844,336)
------------ ------------
Total Liabilities and Stockholders' Deficit $ 962,914 $ 940,094
============ ============
</TABLE>
See accompanying notes to financial statements
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PEABODYS COFFEE, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
UNAUDITED
2000 1999
------------ ------------
Sales $ 501,383 $ 571,217
Cost of Sales 209,296 237,227
------------ ------------
Gross Profit 292,087 333,990
Operating expenses
Employee compensation and benefits 245,429 303,251
General and administrative expenses 60,871 79,253
Occupancy 70,809 85,545
Director and professional fees 113,922 60,314
Depreciation and amortization 27,690 24,751
Settlement costs and other fees 888 --
------------ ------------
519,609 553,114
------------ ------------
Operating Loss (227,522) (219,124)
Interest expense (2,788) (19,131)
------------ ------------
Net loss before extraordinary item (230,310) (238,255)
Extraordinary item - forgiveness of debt 9,266 --
------------ ------------
Net Loss (221,044) (238,255)
Accumulated Deficit, beginning of period (3,652,336) (3,620,501)
------------ ------------
Accumulated Deficit, end of period $ (3,873,380) $ (3,858,756)
============ ============
Earnings per common share:
Net loss before extraordinary item $ (0.03) $ (0.04)
Extraordinary item .00 --
------------ ------------
Net loss $ (0.03) $ (0.04)
============ ============
See accompanying notes to financial statements
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PEABODYS COFFEE, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
UNAUDITED
2000 1999
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (221,044) $ (238,255)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 27,690 24,751
Gain on extraordinary item - forgiveness of debt (9,266) --
Loss on disposal of property and equipment -- --
Changes in operating assets and liabilities:
Receivables 6,565 (11,858)
Inventories 3,825 (13,094)
Prepaid expenses 41,231 2,702
Accounts payable (567) 64,870
Accrued expenses (4,906) 44,888
---------- ----------
Net cash used by operating activities (156,472) (125,996)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (11,513) (119,249)
Changes to deposits and other assets (20,683) (42,147)
Acquisition of intangibles -- --
---------- ----------
Net cash used by investing activities (32,196) (161,396)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable 4,999 73,627
Principal reductions of notes payable -- --
Net proceeds from sale of stock 160,000 113,298
Payments on capital lease obligations (465) (1,365)
---------- ----------
Net cash provided by financing activities 164,534 185,560
NET DECREASE IN CASH AND
CASH EQUIVALENTS (24,134) (101,832)
CASH AND CASH EQUIVALENTS
Beginning of period 3,371 (19,464)
---------- ----------
End of period $ (20,763) $ (121,296)
========== ==========
See accompanying notes to financial statements
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The notes to the financial statements include a summary of significant
accounting policies and other notes considered essential to fully disclose and
fairly present the transactions and financial position of the company as
follows:
Note 1 - Significant Accounting Policies
Note 2 - Related Party Transactions
Note 3 - Going Concern
Note 4 - Acquisitions
Note 5 - Recapitalization
Note 6 - Property and Equipment
Note 7 - Accounts Payable
Note 8 - Bridge Note Financing (Due and Payable on December 31, 1998)
Note 9 - Supplemental Disclosures Non Cash Transactions
Note 10 - Forgiveness of Debt
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Description of Business
-----------------------
Peabodys Coffee (the "Company") owns and operates retail espresso coffee bar
kiosks in a variety of corporate and institutional locations throughout
California and Nevada. The Company has gained access to this segment of the
specialty coffee market by contracting with existing food service providers such
as Marriott, Aramark, and The Compass Group. The Company's product offerings
include: high quality coffee and espresso beverages, fruit smoothies, pastries,
accompaniments, and coffee related accessories.
Estimates and Assumptions
-------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results may differ from these estimates.
Basis of Presentation
---------------------
In the opinion of management, all adjustments of a normal and recurring nature,
which were considered necessary for a fair presentation of these financial
statements, have been included. It is suggested that these statements are read
in conjunction with the financial statements and footnotes thereto included in
the annual report of the Company on Form 10-KSB for the year ended March 31,
2000. The results of operations for the period ended June 30, 2000 may not
necessarily be indicative of the operating results for the entire fiscal year.
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Incorporation by Reference
--------------------------
The following notes from the Company's audited financial statements for the
years ended March 31, 2000 and 1999 included in the Annual Report of the Company
on Form 10-KSB, filed with the Commission on June 29, 2000, are hereby
incorporated by reference:
Note 10 - Capital Lease Obligations
Note 11 - Short-Term Borrowings
Note 12 - Lease Information
Note 13 - Income Taxes
Note 15 - Stockholders' Deficit
Note 16 - Stock Option Plans
Note 17 - Warrants
Note 21 - Risks and Uncertainties
Note 22 - Concentrations
Note 23 - Fair Value of Financial Instruments
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of purchase to be cash equivalents.
Property and Equipment
----------------------
Property and equipment are recorded at cost. Depreciation and amortization are
primarily accounted for on the straight-line method over the estimated useful
lives of the assets, generally ranging from five to seven years. The
amortization of site improvements is based on the shorter of the lease term or
the life of the improvement.
Intangible Assets
-----------------
Goodwill represents the excess of acquisition costs over the fair value of
assets acquired. Amortization is recorded on a straight-line basis over twenty
years.
It is the Company's policy to evaluate the ongoing profitability of the acquired
assets in order to determine if any impairment of the net goodwill value has
occurred.
Income Taxes
------------
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires the use of the asset and liability method of computing deferred income
taxes.
Inventory
---------
Inventories are stated at the lower of cost (first-in, first-out method) or
market.
Compensated Absences
--------------------
Employees of the Company are entitled to paid vacation depending on job
classification, length of service and other factors. It is impracticable to
estimate the amount of compensation for future absences, and accordingly, no
liability has been recorded in the accompanying financial statements. The
Company's policy is to recognize the costs of compensated absences when actually
paid to employees.
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Reclassifications
-----------------
Certain amounts from the June 30, 1999 financial statements have been
reclassified to conform with the current year presentation.
NOTE 2 - RELATED PARTY TRANSACTIONS
A member of the Company's Board of Directors provided management and other
services to the Company on various business issues. Fees accrued for such
services by the Company during the three months ended June 30, 2000 and 1999,
were $6,000 and $10,500, respectively. At June 30, 2000 and 1999, $26,300 and
$20,696, respectively, was accrued in accounts payable.
An officer of Mine-A-Max corporation was related to a board member of the
Company. Pursuant to the merger agreement, the Mine-A-Max corporate officer was
granted 35,000 stock options at an exercise price of $1.00 per share.
NOTE 3 - GOING CONCERN
These statements are presented on the basis that the Company is a going concern.
Going concern contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of time.
The accompanying financial statements show an operating loss for the three
months ended June 30, 2000 of $227,522, and that the Company has a stockholders'
deficit of $55,379, and current liabilities exceed current assets by $772,899.
Without an infusion of additional capital, the Company's ability to continue
operations is doubtful. No adjustment has been made to the financial statements
relating to the uncertainty of continuing as a going concern.
Management's Plan
-----------------
The Board and management acknowledge the issues raised as to the future of the
Company. As such, the Company has recently eliminated $1 million of debt through
a combination of debt forgiveness and conversion of debt to equity, and intends
to further reduce debt via the same approach. The Company also anticipates an
immediate reduction in cost of goods sold from the recent acquisition of a
coffee roasting facility as well as a new supply agreement with a national food
and beverage distributor. In addition, the Company has engaged the services of
various consultants to enhance merger and acquisition activity and capital
raising efforts. The board and management believe that being a reporting company
under the Securities Exchange Act of 1934, along with improving financial
conditions, will help to attract investment and to create opportunities for the
Company.
NOTE 4 - ACQUISITIONS
In June 2000, the Company purchased certain assets of a coffee roasting company
in Van Nuys, California, an unrelated party. Terms of the agreement specify that
the ultimate consideration paid for the assets is contingent on the seller
meeting certain conditions. The assets have been valued at the highest price to
be paid, which assumes the seller meets all conditions under the agreement. The
purchase price has been allocated to the acquired assets on the basis of their
estimated fair value on the date of acquisition. The fair value of the assets
acquired is summarized as follows:
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Inventory $ 11,662
Roasting and other equipment 147,910
Intangibles 37,996
Accounts payable assumed (37,568)
---------
$ 160,000
In April 1999, the Company purchased certain assets of a coffee company in San
Diego, California, an unrelated party, for $120,000 and 5,000 shares of common
stock of the Company. The purchase price has been allocated to the acquired
assets on the basis of their estimated fair value on the date of acquisition.
The fair value of the assets acquired is summarized as follows:
Inventory $ 5,125
Carts, kiosks and equipment 73,945
Intangibles 40,930
---------
$ 120,000
NOTE 5 - RECAPITALIZATION
On June 30, 1999, Mine-A-Max Corporation, a public shell corporation, acquired
88% of the outstanding stock of Peabodys Coffee, Inc., a California corporation
("Peabodys California") at which time Peabodys was merged into Mine-A Max.
Twelve percent of Peabodys California shareholders have dissenter rights, which
could be exercised. For accounting purposes the acquisition will be treated as a
recapitalization of Peabodys, with Peabodys as the acquirer (reverse
acquisition). Pro-forma statements are not provided given the merger is to be
considered a reverse acquisition and not a business combination. Subsequent to
the merger, Peabodys stockholders own 95.82% of the recapitalized company. The
pre-merger balance sheet of Mine-A-Max at June 30, 1999 was as follows:
Cash $ 157
Accounts payable (4,041)
Due to officers (18,838)
Common Stock par
(authorized 50,000,000, issued 254,606 at $0.001) (128)
Paid in capital (319,502)
Accumulated Deficit 342,352
NOTE 6 - PROPERTY AND EQUIPMENT
At June 30, 2000, property and equipment were comprised of the following:
2000 1999
----------- -----------
Kiosk carts and equipment $ 494,028 $ 501,573
Equipment and furniture 382,664 205,263
Signage 39,848 37,452
Site improvements 74,568 62,993
----------- -----------
991,108 807,281
Less: accumulated depreciation (403,106) (289,408)
----------- -----------
$ 588,002 $ 517,873
=========== ===========
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NOTE 7 - ACCOUNTS PAYABLE
Of the $641,681 and $789,814 in accounts payable at June 30, 2000 and 1999,
approximately 70% and 72% have been outstanding for more than 90 days,
respectively.
NOTE 8 - BRIDGE NOTE FINANCING (DUE AND PAYABLE ON DECEMBER 31,1998)
In May 1996, the Company issued "units" consisting of secured convertible
promissory notes and warrants to purchase the Company's common stock. The
offering closed August 1996 with $760,000 of notes and warrants sold. Through
June 30, 2000 and 1999, $720,000 and $392,500 of principal notes had been
converted to common stock, respectively.
In addition, the Company is obligated to make quarterly interest payments on the
principal balance outstanding, at nine percent (9%) per annum and to repay such
principal balance in full on December 31, 1998. Certain note holders have
elected to forgive all accrued interest in exchange for warrants to purchase
common stock. This transaction is discussed in detail in Note 10. As of June 30,
2000, the Company is approximately $24,860 in arrears on interest payments
relating to the remaining Secured Notes. Under the terms of the Security
Agreement relating to the Secured Notes, a note holder has the right to: (a)
declare all principal and interest immediately due and owing, (b) exercise its
rights and remedies under the California Commercial Code as a secured creditor
having a security interest in the collateral, which includes, but is not limited
to equipment, inventory, accounts, trademarks, and trade names and other
intellectual property rights (the "Collateral"), and, in particular, sell, any
part of the Collateral, and (c) exercise any other rights or remedies of a
secured party under California Law. As of June 30, 2000, the Company has not
received any notice of default relating to the Secured Notes.
NOTE 9 - SUPPLEMENTAL DISCLOSURES NON CASH TRANSACTIONS
Non-cash transactions for the three months ended June 30, 2000 are as follows:
Accrued interest on bridge note obligations
forgiven in exchange for warrants to
purchase common stock $ 9,266
Conversion of obligations on bridge financing
notes into shares of common stock 20,000
Issuance of common stock in exchange for
services provided 225,000
Issuance of common stock in exchange for
property and equipment, inventory, other
assets, and accounts payable 160,000
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NOTE 10 - FORGIVENESS OF DEBT
This income represents the forgiveness of accrued expenses, recorded as expenses
in prior years and in the three months ended June 30, 2000.
In 1995 and 1996 the Company issued bearing convertible secured promissory notes
("Bridge Notes"). During the three months ended June 30, 2000, a Bridge Note
holder elected to convert their outstanding principal balance into common stock
at a conversion price of $1.00 per share. In addition, the Bridge Note holder
who elected to convert their outstanding principal agreed to forgive the Company
of its debt obligations related to accrued interest associated with their Bridge
Note. In exchange for the debt forgiveness of $9,266, the Company issued this
note holder warrants to purchase 9,266 shares of the Company's common stock at a
price per share of $1.00.
A tax effect was not attributed to the gain as the gain will reduce the
Company's prior net operating loss.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The preparation of this section requires management to make estimates and
assumptions about the past, current and future activities, business practices,
and financial records of the Company. Actual results may differ from these
estimates and assumptions.
The Statements of Loss and Accumulated Deficit show a decrease in Sales and
Gross Profit for the three months ended June 30, 2000 over the same period in
fiscal 1999. The Company also shows a significant ongoing increase in the
Accumulated Deficit for the three months ended June 30, 2000, indicating a poor
overall operating performance.
REVENUES
Net revenues for the three months ended June 30, 2000 decreased 12.2% to
$501,383 from $571,217 for the same period in fiscal 1999. This was due
primarily to a decrease in the number of operating kiosks from 28 to 23. Retail
kiosk and cart sales accounted for 100% of revenues for both periods.
COSTS AND EXPENSES
Cost of sales for the three months ended June 30, 2000 decreased 11.8% to
$209,296 from $237,227 for the same period in fiscal 1999. As a percentage of
net revenues, cost of sales was 41.7% for the three months ended June 30, 2000
and 41.5% for the comparable period in fiscal 1999.
Employee compensation and benefits for the three months ended June 30, 2000
decreased to $245,429 from $303,251 for the same period in fiscal 1999. As a
percentage of net revenues, employee compensation and benefits decreased to
49.0% for the three months ended June 30, 2000 from 53.1% for the comparable
period in fiscal 1999. The decrease as a percent of net revenues is due to the
restructuring of supervision at the Company's operating sites.
General and administrative expenses for the three months ended June 30,
2000 decreased to $60,871 from $79,253 for the same period in fiscal 1999. As a
percentage of net revenues, general and administrative expenses decreased to
12.1% for the three months ended June 30, 2000 from 13.9% for the comparable
period in fiscal 1999. The decrease as a percent of net revenues is primarily
due to a reduction in employee travel.
Occupancy costs for the three months ended June 30, 2000 decreased to
$70,809 from $85,545 for the same period in fiscal 1999. As a percentage of net
revenues, occupancy costs decreased to 14.1% for the three months ended June 30,
2000 from 15.0% for the comparable period in fiscal 1999. The decrease as a
percentage of net revenues was primarily due to lower revenue sharing rates
resulting from both renegotiated contracts and new client contracts at lower
revenue sharing rates.
Director and professional fees for the three months ended June 30, 2000
increased to $113,922 from $60,314 for the same period in fiscal 1999. As a
percentage of net revenues, director and professional fees increased to 22.7%
for the three months ended June 30, 2000 from 10.6% for the comparable period in
fiscal 1999. The increase as a percentage of net revenues was primarily due to
the engagement of various consultants to assist the Company in obtaining growth
financing and in the penetration of new markets. The increase is further due to
the accounting fees incurred directly related
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<PAGE>
to the completion of the audit for the year ended March 31, 2000. These audit
fees were incurred in the three months ended December 31, 1999 for the fiscal
year ended March 31, 1999.
Depreciation and amortization expense for the three months ended June 30,
2000 increased to $27,690 from $24,751 for the same period in fiscal 1999. The
increase was primarily due to increased depreciation related to the acquisition
of property and equipment associated with the Northern Lights Coffee purchase in
April 1999, the South Lake Tahoe operating site in May 1999, and site
improvements at three locations in March 2000.
Interest expense for the three months ended June 30, 2000 decreased to
$2,788 from $19,131 for the same period in fiscal 1999. As a percentage of net
revenues, interest expense decreased to 0.6% for the three months ended June 30,
2000 from 3.3% for the comparable period in fiscal 1999. The decrease was
primarily due to savings from the conversion of interest bearing debt into
shares of common stock. $20,000 of debt was converted to common stock in April
2000, $307,500 in December 1999, and $4,500 in April 1999.
Operating losses for the three months ended June 30, 2000 increased to
$227,522 from $219,124 for the same period in fiscal 1999. As a percentage of
net revenues, operating losses increased to 45.4% for the three months ended
June 30, 2000 from 38.4% for the comparable period in fiscal 1999. The increase
as a percentage of net revenues was primarily due to the increases in
professional fees associated with the engagement of various consultants to
assist the Company in obtaining growth financing and in the penetration of new
markets. The increase is further due to accounting fees incurred directly
related to the completion of the audit for the year ended March 31, 2000. These
audit fees were incurred in the three months ended December 31, 1999 for the
fiscal year ended March 31, 1999.
Net loss for the three months ended June 30, 2000 decreased to $221,044
from $238,255 for the same period in fiscal 1999. As a percentage of net
revenues, net losses increased to 44.1% for the three months ended June 30, 2000
from 41.7% for the comparable period in fiscal 1999. The increase was primarily
due to the increase in consulting and professional fees, offset by extraordinary
income resulting from debt forgiveness of $9,266 of accrued interest payable on
notes.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company ended the period with a working capital
deficit of $772,899. Cash and cash equivalents decreased $24,134 during the
three months ended June 30, 2000. Cash utilized by operating activities totaled
$156,472 during the three months ended June 30, 2000, primarily due to an
operating loss of $227,522 primarily offset by a decrease in prepaid expenses of
$41,231 and depreciation expense incurred of $27,690.
Cash utilized for investing activities for the three months ended June 30,
2000 included capital additions to property and equipment of $11,513, primarily
related to the refurbishment of existing operating units, and increases in
deposits to suppliers of $10,000.
The Company had net cash provided from financing activities for the three
months ended June 30, 2000 totaling $164,534. Cash from financing activities
primarily consists of $160,000 from net proceeds from the sale of Company stock.
These amounts were utilized in the day-to-day operations of the Company.
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<PAGE>
Management is currently attempting to secure sufficient equity investment
capital to allow the Company to open or acquire 5 additional operating units.
Management anticipates that the addition of these 5 Company operated units will
have a significant positive impact on the Company's overall operating losses.
However, management estimates that the number of Company operated units will
need to grow to at least 40 with comparable or slightly improved performance to
the existing units in order to reach break even with operational costs. The
Company estimates that this growth to 40 units will require approximately
$500,000 of additional investment capital (in addition to the investment capital
required to address the current working capital deficit) and approximately six
months to achieve. In anticipation of this growth, and the need for additional
capital, the Company has engaged the services of various consultants and is
currently negotiating with several alternative sources of capital. Management
believes that one or more of these sources may be in place by the end of the
current fiscal year. However, there can be no assurances that such capital will
be in place.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
Exhibit No. Description
----------- -----------
2.1* Articles of Incorporation of Kimberley Mines, Inc.
2.2* Certificate of Amendment of Articles of Incorporation (Mine-A-Max
Corp.)
2.3* Certificate of Amendment of Articles of Incorporation (Peabodys
Coffee, Inc.)
2.4* Amended and Restated Bylaws of Peabodys Coffee, Inc.
3.1* Peabodys Coffee, Inc. 1995 Stock Option Plan
3.2* Peabodys Coffee, Inc. 1999 Stock Option Plan
6.1* Executive Services Agreement with Barry J. Gibbons
6.2** Arrosto Asset Purchase Agreement
6.3** Consulting Agreement--Ward
6.4** Consulting Agreement--Lyman
6.5*** Asset Purchase Agreement with Arrosto Coffee Company, LLC
*Incorporated by reference to the Company's Registration Statement on Form
10-SB, as amended, originally filed with the Commission under the Exchange Act
on December 21, 1999.
**Incorporated by reference to the Company's Annual Report on Form 10-KSB, filed
with the Commission on June 29, 2000.
***Incorporated by reference to the Company's Current Report on Form 8-K, dated
June 19, 2000.
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<PAGE>
(b) Reports on Form 8-K.
-------------------
The Company filed one report on Form 8-K during the reporting period, dated
June 19, 2000. The Form 8-K was filed to report an acquisition by the Company of
certain assets from Arrosto Coffee Company, LLC, a California limited liability
company.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PEABODYS COFFEE, INC.,
A Nevada Corporation
By: ___________/S/_____________
Todd Tkachuk, President
Date: August 14, 2000
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