UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
/X/ Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 1999.
/ / Securities Exchange Act of 1934 for the transition period from
___________________ to ________________________.
Commission file number 0-27489
Great Wall Food and Beverage Corporation
(Name of Small Business Issuer in Its Charter)
Florida 59-2624574
- ------------------------------- -------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
1543 Bayview Avenue, Suite 409, Toronto, Ontario, Canada M4G3B5
(Address of Principal Executive Offices) (Zip Code)
(416) 489-5490
Issuer's Telephone Number
Securities to be registered pursuant to Section 12(b) of the Act:
(Title of class) Name of exchange on which registered
None
Securities to be registered under Section 12(g) of the Act:
$.001 Per Share Par Value Common Stock
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
The revenue for its most fiscal year was $-0-.
The last quoted bid price for the Issuer's Common Stock was on September 30,
1999 more than 60 days prior to this report. On February 29, 2000, there were
2,669,664 shares of Common Stock outstanding held by non-affiliates of the
Issuer.
The Issuer has never been involved in bankruptcy proceedings.
The number of shares outstanding of the Issuer's common stock as of February 29,
2000 was 3,676,664.
Documents incorporated by reference. There are no: (1) annual report to security
holders; (2) proxy or information statements; or (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act")
incorporated by reference herein.
Traditional Small Business Disclosures
Format (Check one):
Yes X No
--- ---
<PAGE>
PART I
The Issuer, Great Wall Food and Beverage Corporation, a Florida corporation, is
electing to furnish the information required by Items 6-12 of Model B of Form
1-A under Alternative 2 of Form 10-SB.
Item 1A. Company Risk Factors.
- -------- ---------------------
The Issuer and its outstanding securities are subject to risks including
those set out in this Item 1A.
WE HAVE NO INCOME PRODUCING OPERATIONS OR ASSETS WHICH CAUSE A CONTINUING
DEPLETION OF OUR ASSETS. The Issuer presently has no material income producing
operations or assets. Unless the Issuer is successful in its efforts to enter
into a business combination or acquisition of assets resulting in operational
income, the Issuer's assets will be depleted.
WE HAVE NOT PRESENT ARRANGEMENTS FOR A BUSINESS COMBINATION OR ASSET
ACQUISITION. The Issuer has no present arrangements for, or ongoing negotiations
with respect to any business combination or asset acquisition. Unless the Issuer
can enter into such an arrangement it will have to acquire additional capital or
cease operations.
THE COST OF MAINTAINING THE REGISTRATION OF OUR STOCK UNDER SECTION
12(G) OF THE SECURITIES EXCHANGE ACT WILL CONTINUE OUR OVERHEAD AND ASSET
DEPLETION. The cost of complying with the reporting requirements created by the
registration of our common stock will materially increase the Issuer's
administrative overhead and accelerate the depletion of its assets.
WE HAVE NO PRESENT ARRANGEMENTS TO ACQUIRE ANY ADDITIONAL CAPITAL NEEDED TO
CONTINUE OUR EXISTENCE. The Issuer has no present arrangement under which it
might acquire any additional capital needed to continue its existence. There is
no assurance that it will be able to develop any such capital source.
WE HAVE NO ASSURANCE THAT ANY BUSINESS COMBINATION OR ASSET ACQUISITION WE
MIGHT MAKE WILL BE SUCCESSFUL. There is no assurance that any business
combination or asset acquisition entered into by the Issuer will result in
successful income producing operations.
Item 1. Description of the Business.
- ------- ----------------------------
(Item 6 of Model B of Form 1A)
The Issuer was organized in 1980 as a Florida corporation named Ronnie
Interior Designs, Inc. (which was changed to Ronnie Systems, Inc. on 1997). It
was formed to engage in the interior design business. These business operations
became dormant in 1995.
In March of 1998, the Issuer was reorganized. Its Articles of Incorporation
were amended to: (i) change its name to Great Wall Food and Beverage
Corporation; (ii) change its authorized capital to its present structure; and
(iii) reverse split its then outstanding 100,000 shares of Common Stock into
10,000 shares (one new share for each ten old shares). Ms. Patti Cooke,
President and a director of the Issuer, became its then sole officer and
director.
As part of the reorganization, the Issuer's Board of Directors authorized
the Issuer to acquire all of the outstanding 1,700,000 shares of Food & Beverage
Masters (China), Inc., an unaffiliated Delaware corporation in exchange for
1,700,000 shares of the Issuer's Common Stock. It was represented to the Issuer
that the Delaware company owned 80% of a joint venture with the Changzhou Dairy
Company. This Chinese company owned and operated a dairy processing plant. These
facilities were located in Changzhou, China in the Yangtze River Delta in the
Jiangsu Province of China. The Chinese Joint Venture was to produce and market
bagged milk, yogurt, ice cream and related dairy products in the Changzhou area.
In addition, the proposed Delaware subsidiary was exploring the formation of
another venture with a different Chinese partner. The purpose of the second
proposed venture was to bottle and market low and non-alcoholic drinks.
1
<PAGE>
The Issuer was also authorized to issue a total of 6,760,000 shares of
Common Stock to six other companies and individuals who were to furnish
assignments of intangible assets and services to the proposed Chinese
operations.
The Issuer then made a cash offering of shares of its Common Stock at $.15
per share to raise capital for the pending Chinese operations. The offering was
made from March through August of 1998. A total of 2,666,664 shares were sold
for $399,999.60 in gross proceeds. The offering was made pursuant to the
exemption from the registration requirements of Section 5 of the Securities Act
of 1933 provided in Rule 504 of Regulation D adopted under that Act.
Following the offering the Issuer proceeded to pursue the proposed
transaction. However, during these efforts the Issuer learned that the Chinese
project, its assets and operations were not as represented. In October of 1998,
the Issuer terminated the proposed venture. None of the stock authorized for the
Chinese project was issued.
The Issuer spent approximately $315,000.00 on the Chinese project prior to
its termination. Included in these costs were $100,000.00 deposited on the
purchase of milk processing and bottling equipment which purchase was not
completed. The Issuer believes that it is entitled to a refund of all of the
deposit. The Issuer and the equipment manufacturer have orally agreed that the
deposit will be refunded to the Issuer in five equal installments commencing in
March 2000. The Issuer is in the process of getting this understanding reduced
to a written agreement.
In August of 1999, Hatchment Holdings, Ltd., a company wholly owned by
Bradley R. Wilson, an officer and director of the Issuer, purchased 1,000,000
shares of the Issuer's Common Stock for cash at $.05 per share for a total of
$50,000. As of December 31, 1999, this $50,000 in additional capital,
approximately $70,000 in remaining proceeds from the Rule 504 offering and the
claim for the refund of the $100,000 deposit are the only material assets of the
Issuer. At that date it had no material liabilities.
The Issuer's present business plan is to complete the registration of its
Common Stock under Section 12(g) of the Securities Exchange Act of 1934
("Exchange Act") through the filing of this Form 10-SB and to find a new
business opportunity. The Issuer will seek and attempt to enter into a business
combination or acquisition of assets by which it will become engaged in an
active business venture. It is likely that if such a transaction is made it will
involve control of the Issuer being acquired by the other party to the
transaction.
These are no present arrangements for, or ongoing negotiations with respect
to, such a business combination with the Issuer. The Issuer has no present
knowledge of any specific candidate for a business combination. Issuer's
management believes that it has sufficient funds to pursue its search for a
potential business combination for at least the period through September of
2000. It is not presently possible to predict if any business combination
entered into by the Issuer during that period will require the raising of
additional capital.
From March of 1998 through December of 1999, the Issuer had no paid
employees. During that period, a company owned by the President of the Issuer
was paid $17,000.00 for administrative services performed for the Issuer.
Commencing January 1, 2000, the President and Vice President became part-time
employees of the Issuer at a monthly salary of $1,000.00 each. These salaries
will be accrued and not paid until the Issuer has sufficient income or funds to
pay them. Through September of 2000 or until the Issuer enters into a business
combination, it is anticipated that they will be the only paid employees of the
Issuer. During that period its directors will serve without compensation for
their services as such. They will be reimbursed for expenses incurred in the
performance of their duties. It is not now possible to estimate what employees
the Issuer may have if it enters into a business combination during the year
2000.
2
<PAGE>
Item 2. Description of Property
- ------- -----------------------
(Item 7 of Model B of Form 1A)
The Issuer has no materially important physical properties. Its only
material assets are its cash or cash equivalents and its claim for a refund of
$100,000 for an equipment deposit. See Item 1. above.
The Issuer's present operations are conducted at the residence office of
its President and through the use of a mail drop at 1543 Bayview Avenue, Suite
409, Toronto, Ontario, Canada M4G3B5. The Issuer's President has not previously
and will not in the future charge the Issuer for its use of these facilities.
Item 3. Directors, Executive Officers and Significant Employees.
- ------- --------------------------------------------------------
(Item 8 of Model B of Form 1A)
The following table sets forth information regarding the directors and
executive officers of the Company.
Beginning
of
Name Age Positions Term
---- --- --------- ---------
Patti Cooke 44 President and Director 3/98
Bradley R. Wilson 41 Vice President, Secretary, 8/99
And Director
There are no family relationships among any of the directors and/or
executive officers of the Issuer. The Issuer does not have any significant
employee who is not also an executive officer.
Patti Cooke has served as the President and a director of the Issuer since
March of 1998. From January of 1993 until February of 1996, Ms. Cooke was the
owner and President of Wellington Cooke Gallery, an art gallery in Toronto,
Ontario. Since February of 1996 she has been employed as the Secretary and
Administration Manager for Hatchment Holdings, Ltd., a financial services
company in Toronto, Canada and principal shareholder of the Issuer. Since March
of 1995 she has served as a director of Sagewood Resources LTD, a Toronto based
public company in the oil and gas business. Ms. Cooke has served as the
Secretary of Inet Commerce Conduit Corporation, a Florida corporation engaged in
the business of providing advice and sales and promotional services to retailers
of cosmetic products since January of 1998. Since March of 1999, she has served
as a director and the Secretary of Noble Brands, Inc., an inactive Florida
corporation formerly engaged in the cigar manufacturing and distribution
business.
Bradley R. Wilson became an officer and director of the Issuer in August of
1999. Since 1990, he has been the President, a director and the sole shareholder
of Hatchment Holdings, Inc., a Toronto based financial services company. He has
served as the president and a director of Sagewood Resources, Ltd., a Toronto
based public company in the oil and gas business, since March of 1995. He has
been a director of Empire Alliance Properties, Inc., a Toronto based public
company in the real estate business, since February, 1998. From September of
1986 to January of 1990, Mr. Wilson was employed as a real estate broker for
William Allan Real Estate Company. Limited in Toronto, Ontario. His work there
was concentrated in the commercial real estate area. From 1982 to 1986, Mr.
Wilson worked as a registered stockbroker with E.A. Manning, Limited in Toronto,
Ontario. Upon leaving his position at E.A. Manning, Limited, Mr. Wilson allowed
his securities license to lapse to enable him to become a registered real estate
representative with Empire Alliance Properties, Inc. Since January of 1998, Mr.
Wilson has served as president and a director of Inet Commerce Conduit
Corporation, a Florida corporation engaged in the business of providing advice
and sales and promotional services to retailers of cosmetic products. Since
March of 1999, he has served as a director of Noble Brands, Inc., an inactive
Florida corporation formerly engaged in the cigar manufacturing and distribution
business.
It is anticipated that the present officers and directors will continue to
serve until the Issuer finds a new business opportunity. It is assumed that upon
completion of any such transaction, persons associated with the acquired
business or assets would become the Issuer's officers and directors.
3
<PAGE>
Item 4. Remuneration of Directors and Officers.
- ------- ---------------------------------------
(Item 9 of Model B to Form 1A)
Information with respect to the only remuneration paid to any of the
officers and directors of the Issuer during 1999 is as follows:
1999 Patti Cooke (1) Administrative Fee (1) $ 5,000.00
1999 Bradley R. Wilson (2) Consulting Fee (2) $20,000.00
----------
Total $25,000.00
(1) These administrative fees were paid to Wellington Cooke Gallery for
services performed for the Issuer by Patti Cooke. She is the sole
owner of that company.
(2) In 1998, Hatchment Holdings, Inc., a corporation owned by Mr. Wilson
earned an advisory and consulting fee in the amount of $40,000.00. The
fee was earned before Mr. Wilson became an officer and director of the
Issuer. The Issuer paid $20,000.00 of the fee in 1998 and $20,000.00
in 1999.
In addition, the Issuer paid cellular telephone charges for mobile
telephones used by its officers and directors during the year 1999 as follows:
---------------------------------------------------------------------
Period Name of Individual Telephone Charges (1)
---------------------------------------------------------------------
1999 Patti Cooke $2,248.87
1999 Bradley R. Wilson $1,235.61
---------
Total 1999 $3,484.48
=========
(1) It is estimated that approximately 90% of these charges were for calls
on the Issuer's business. Accordingly, approximately $350.00 of the
total paid of $3,484.48 could be deemed to be compensation to the
named officers and directors.
The arrangement under which Wellington Cooke Gallery performed
administrative services for the Issuer was terminated on August 31, 1999. On
January 1, 2000 Patti Cooke, President of the Issuer, and Bradley R. Wilson,
Vice President of the Issuer, became part-time employees of the Issuer at a
monthly salary of $1,000.00 each. The salaries will be accrued and not paid
until the Issuer has sufficient funds or income to pay them. During the year
2000, they will devote such time as required to administer the Issuer's
activities. During that period the telephone charges to be paid on the mobile
telephone used by the Issuer's officers and directors are estimated to be
$2,000.00. The Issuer cannot now predict what remuneration will be paid by the
Issuer to its then officers and directors if it completes the new business
opportunity it is seeking and new management assumes control.
Item 5. Security Ownership of Management and Certain Securityholders.
- ------- -------------------------------------------------------------
(Item 10 to Model B of Form 1A)
The following table sets forth information as of February 29, 2000 with
respect to the ownership of the Issuer's Common Stock by each of its officers
and directors, its officers and directors as a group and any shareholder owning
more than 10% of the Issuer's Common Stock:
4
<PAGE>
Title of Name and Number of Percent
Class Address of Owner Shares Owned of Class
- --------- ---------------- ------------ --------
Common Stock Patti Cooke 7,000 .2%
715 Millwood Road, #310
Toronto, Ontario M4G 1V7
Canada
Common Stock Bradley R. Wilson(1) 1,000,000(1) 27.0% (1)
715 Millwood Road, #310
Toronto, Ontario M4G 1V7
Canada
All Officers & Directors
as a Group 1,007,000 27.2%
(1) These shares are held of record by Hatchment Holdings, Inc., an
Ontario corporation wholly owned by Mr. Wilson.
There are no shares of the Issuer's Preferred Stock outstanding and there
are no outstanding options warrants or other rights to acquire shares of either
its Common or Preferred Stock.
Item 6. Interest of Management and Others in Certain Transactions.
- ------- ----------------------------------------------------------
(Item 11 to Model B of Form 1A)
In August of 1999, Hatchment Holdings, Inc., a company wholly owned by
Bradley R. Wilson, an officer and director of the Issuer, purchased 1,000,000
shares of the Issuer's Common Stock for cash at $.05 per share for a total of
$50,000. The shares were acquired by the purchaser for investment and not with a
view to distribution. They were issued as "restricted securities" as defined
under the Securities Act of 1933, as amended ("Securities Act"). They were
issued in reliance upon the exemption from the registration requirements of
Section 5 of the Securities Act provided in Section 4(2) of that statute.
In 1998, the Issuer became obligated for an advisory and consulting fee of
$40,000.00 to Hatchment Holdings, Inc. This fee was paid for services
rendered in connection with the reorganization of the Issuer and the proposed
transaction with the Chinese venture. (see Item 1 above). At the time the
services were rendered, Mr. Wilson, the owner of Hatchment Holdings, Inc., was
not an officer, director or principal shareholder of the Issuer. The Issuer paid
$20,000.00 of the fee in 1998 and $20,000.00 in 1999.
5
<PAGE>
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Related Shareholder Matters.
- ------- -----------------------------------------------------------------------
The Issuer's Common Stock was quoted on the OTC Bulletin Board under the
symbol GWFB from March of 1998 through September 30, 1999. The Issuer has been
unable to locate any reported quotes after September 30, 1999. To the knowledge
of the Issuer there have been very few trading transactions in its Common Stock
The following table sets forth high and low bid prices of the Common Stock
on the OTC Bulletin Board for the periods indicated. The bid prices represent
prices between dealers, which do not indicate retail markups, markdowns or
commissions and the bid prices may not represent actual transactions:
Quarter Ending: High Low
--------------- ---- ---
January - March, 1998 6 3/8 61/4
April - June, 1998 6 1/8 6 1/8
July - September, 1998 6 1/8 63/4
October - December, 1998 6 23/32 6 3/8
January - March, 1999 6 3/8 61/4
April - June, 1999 6 1/8 6 1/8
October - December, 1999 --- ---
The number of record holders of Common Stock of the Issuer at February 29,
2000 was 13. Additional owners of the Common stock hold their shares at street
name with various brokerage and depository firms (there are five such firms
included in the list of record owners).
The holders of Common Stock are entitled to receive dividends as may be
declared by the Board of Directors out of funds legally available; and after
payment of adequate provisions for payment of any preferential dividends due on
any then outstanding Preferred Stock. The Issuer had never had any material
earnings and does not presently have any capability to generate any such
earnings. The Issuer has never declared any dividend. It does not anticipate
declaring and paying any cash dividend in the foreseeable future.
Item 2. Legal Proceedings.
- ------- ------------------
Neither the Issuer nor any of its property is a party or subject to any
pending legal proceeding. The Issuer is not aware of any contemplated or
threatened legal proceeding against it by any governmental authority or other
party.
As set forth in Item 1 of Part 1 above, the Issuer is in the process of
attempting to recover a $100,000 cash deposit which was placed on a proposed
purchase of equipment which was terminated. The holder of the deposit has
acknowledged a responsibility to return a portion of the deposit, but has
claimed a right to offset certain expenses incurred in alleged performance under
the proposed equipment purchase. In the opinion of the Issuer's management, it
is entitled to the return of substantially all the deposit. The Issuer retained
counsel to pursue collection action including instigation of litigation, if
required. The Issuer and the equipment company holding the deposit have reached
an oral agreement that the deposit will be repaid in five monthly installments
of $20,000 each. The Issuer is in the process of reducing the settlement to
writing.
6
<PAGE>
Item 3. Changes in and Disagreements with Accountants.
- ------- ----------------------------------------------
No principal independent accountant of the Issuer or any subsidiary thereof
has ever resigned, been dismissed or declined to stand for re-election.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------- ----------------------------------------------------
No matters were submitted during the calendar quarter ending December
31, 1999 to a vote of securities holders through the solicitation of proxies or
otherwise.
Item 5. Compliance with Section 16(a) of the Exchange Act.
- ------- --------------------------------------------------
Patti Cooke, President and Director of the Issuer, and Bradley R. Wilson,
Vice President and Director of the Issuer, filed their initial ownership reports
on a Form 3 on February 4, 2000. These reports should have been filed on or
before December 10, 1999.
Item 6. Reports on Form 8-K.
- ------- --------------------
The Issuer was not required to file any reports on Form 8-K for the
calendar quarter ended December 31, 1999.
7
<PAGE>
PART F/S
GREAT WALL FOOD AND BEVERAGE CORPORATION
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Page
----
For the Year Ended December 31, 1999:
- -------------------------------------
Independent Auditor's Report....................................... F-2
Balance Sheet...................................................... F-3
Statement of Income................................................ F-4
Statement of Stockholders' Equity.................................. F-5
Statement of Cash Flows............................................ F-6
Notes to Financial Statements...................................... F-7
F-1
<PAGE>
BARRY I. HECHTMAN, P.A.
Certified Public Accountant
Member of
Florida and American
Institute of CPAs
8100 SW 81 Drive Telephone: (305) 270-0014
Suite 210 Fax: (305) 598-3695
Miami Florida, 33143-6603 email: [email protected]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Great Wall Food and Beverage Corporation
We have audited the balance sheet of Great Wall Food and Beverage Corporation (a
Florida corporation) as of December 31, 1999, and the related statements of
operations, retained earnings, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Great Wall Food and Beverage Corporation
as of December 31, 1998, were audited by other auditors whose report dated
September 30, 1999, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1999 financial statements referred to above present fairly,
in all material respects, the financial position of Great Wall Food and Beverage
Corporation as of December 31, 1999, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/S/ Barry I. Hechtman, P.A.
Barry I Hechtman, P.A.
Miami, FL
March 6, 2000
F-2
<PAGE>
Great Wall Food and Beverage Corporation
Balance Sheets
(A Development Company)
December 31, 1999 and 1998
1999 1998
ASSETS
------
CURRENT ASSETS
Cash $120,916 $117,838
-------- --------
TOTAL CURRENT ASSETS $120,916 $117,838
OTHER ASSETS:
Deposits Receivable $100,000 $100,000
-------- --------
TOTAL OTHER ASSETS 100,000 100,000
-------- --------
TOTAL ASSETS $220,916 $217,838
======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------
LIABILITIES:
Accounts Payable - Trade $ 0 $ 2,121
Loans Payable Shareholders 2,100 0
-------- --------
TOTAL LIABILITIES $ 2,100 $ 2,121
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par
value; authorized 20,000 shares
no issued and outstanding shares
Common Stock, $.0001 par value;
authorized 80,000,000 shares, issued and
outstanding 2,676,664 shares at
December 31, 1998 and
3,676,664 at December 31, 1999. 368 268
Additional Paid-in Capital 452,125 400,232
Accumulated Deficit (233,677) (184,783)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 218,816 215,717
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $220,916 $217,838
======== ========
See accompanying notes & accountants' report
Barry I Hechtman, P.A.
F-3
<PAGE>
Great Wall Food and Beverage Corporation
Statements of Income
(A Development Company)
For the Year Ended December 31, 1999 and 1998
1999 1998
REVENUES:
TOTAL REVENUES $ 0 $ 0
EXPENSES
DEVELOPMENT STAGE EXPENSES 48,661 184,783
REMEASUREMENT LOSS 233 0
--------- ---------
NET LOSS $ (48,894) $(184,783)
========= =========
NET LOSS PER SHARE $ (.016) $ (.16)
========= =========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 3,093,331 1,119,218
========= =========
See accompanying notes & accountants' report
Barry I Hechtman, P.A.
F-4
<PAGE>
<TABLE>
<CAPTION>
Great Wall Food and Beverage Corporation
Statement of Changes in Stockholders' Equity
For the Years Ended December 1998 and 1999
Series A
Preferred Stock Common Stock
Par Value $.0001
------------------------ ------------------------- Additional Total
Paid-In Retained Stockholders'
Shares Amount Shares Amount Capital Earnings Equity
------------------------ --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1998 - - 100,000 $ 100 $ 400 $ (1,800) $ (1,300)
Common stock reverse stock split
from 10 shares of $.001 to 1 share
of $.0001 (90,000) (99) 99 -
Common stock issued in
connection with 504 offering 2,666,664 267 399,733 400,000
Net Loss 1998 (182,983) (182,983)
-----------------------------------------------------------------------------------------------
Balance at December 31, 1998 - - 2,676,664 268 400,232 (184,783) 215,717
Restricted common stock issued 1,000,000 100 51,893 51,993
Net Loss 1999 (48,894) (48,894)
-----------------------------------------------------------------------------------------------
Balance at December 31, 1999 - - 3,676,664 $ 368 $ 452,125 $ (233,677) $ 218,816
===============================================================================================
</TABLE>
See accompanying notes & accountants' report
Barry I Hechtman, P.A.
F-5
<PAGE>
Great Wall Food and Beverage Corporation
Statement of Cash Flows
For the Years Ended December 1999 and 1998
1999 1998
---- ----
Cash flows from operating activities:
Net Loss $(48,894) $(184,783)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Deposits (100,000)
Accounts payable (2,121) 2,121
-------- ---------
Net cash utilized by operating activities (51,015) (282,662)
Cash flows from investing activities:
Net cash utilized by investing activities 0 0
Cash flows from financing activities:
Proceeds from sales of common stock 51,993 400,000
Proceeds from shareholder loans 2,100 0
-------- ---------
Net cash provided from financing activities 54,093 400,000
-------- ---------
Net Increase in Cash 3,078 117,338
Cash & Cash Equivalents balance at January 1, 117,838 0
-------- ---------
Cash & Cash Equivalents balance at December 31, $120,916 $ 117,338
======== =========
See accompanying notes & accountants' report
Barry I Hechtman, P.A.
F-6
<PAGE>
Great Wall Food and Beverage Corporation
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Organization
Great Wall Food and Beverage Corporation (the "Company"), a development stage
company, was incorporated in the State of Florida on August 1, 1980 as Ronnie
Interior Designs, Inc. for the purpose of acquiring or merging with an existing
operating company.
On October 14, 1997, Ronnie Interior Designs, Inc. changed its name to Ronnie
Systems, Inc.
On March 13, 1998, the Company amended and restated its articles of
incorporation and changed its name to Great Wall Food and Beverage Corporation.
Development Stage
The Company has operated as a development stage enterprise since its inception
by devoting substantially all its efforts to the ongoing development of the
Company.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a calendar year end of December 31.
Loss per Share
The computation of loss per share of common stock is based upon the weighted
average common shares outstanding during each period.
Development Stage
The Company has operated as a development stage enterprise since its inception
by devoting substantially all of its efforts to the ongoing development of the
Company.
Foreign Currency Translation
During 1999 the Company opened a bank account denominated in a foreign currency
which is used to pay for some operational expenses. The cash is translated using
rates of exchange at December 31, 1999; expenses are translated at weighted
average exchange rates in effect during the year. The cumulative effect
resulting from such translation is recorded as remeasurement loss in the
financial statements.
F-7
<PAGE>
NOTE 2 - DEPOSITS RECEIVABLE
The deposits were on equipment to be purchased which was not completed. The
issuer has negotiated an oral agreement on the refund of the deposit in five
monthly payments and is in the process of finalizing and documenting the
agreement.
NOTE 3 - STOCKHOLDER'S EQUITY
The Company had the following classes of capital stock:
Series A Preferred Stock, $0.0001 par value; authorized 20,000,000 shares;
issued and outstanding -0- shares.
On March 6, 1998, as part of the restated articles of incorporation, the Company
combined each of the 10 common shares of the $.001 par value stock of the
Company outstanding as of February 28, 1998 into 1 common share of the $.0001
par value common stock of the Company.
In November 1998, the Company completed a private offering of 2,666,664 shares
of common stock at a price of $.15 per share, amounting to gross proceeds of
$400,000.
In October, 1999 the Company sold of 1,000,000 shares of restricted common stock
at a price of $.052 per share. Gross proceeds related to the sale were $51,993.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's intention to seek additional
capital through a merger with an existing operating company and raising capital.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real property. Fees totaling $25,000 have
been paid to companies owned by shareholders during the year ended December 31,
1999 for administrative and consulting services rendered on behalf of the
Company. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities.
<PAGE>
PART III
1. Index to Exhibits
Exhibit No. Description of Exhibits
----------- -----------------------
2(a) Issuer's Amended and Restated Articles of
Incorporation - Exhibit 2(a)
to the Issuer's Registration
Statement on Form 10-SB is hereby
incorporated herein by this
reference.
2(b) Issuer's Bylaws - Exhibit 2(a) to the Issuer's
Registration Statement on Form 10-SB is hereby
incorporated herein by this reference.
12(a) Form of Subscription Agreement for Rule 504
Offering - Exhibit 2(a) to the Issuer's
Registration Statement on Form 10-SB is hereby
incorporated herein by this reference.
12(b) Form of Subscriber Questionnaire for Rule 504
Offering - Exhibit 2(a) to the Issuer's Registration
Statement on Form 10-SB is hereby
incorporated herein by this reference.
12(c) Investment Letter for Sale of Restricted
Securities - Exhibit 2(a) to the
Issuer's Registration Statement on
Form 10-SB is hereby incorporated
herein by this reference.
27 Financial Data Schedule
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.
GREAT WALL FOOD AND BEVERAGE CORPORATION
Dated: March 17, 2000 By: /s/ Patti Cooke
------------------------------------------
Patti Cooke, President and Principal
Executive, Accounting Officer and Director
Dated: March 17, 2000 By: /s/ Bradley R. Wilson
------------------------------------------
Bradley R. Wilson, Vice President and
Principal Financial Officer and Director
Supplemental information to be furnished With Reports Filed Pursuant
to Section 15(d) Of the Exchange Act by Non-reporting Issuers
No annual report, proxy statement, proxy form or other proxy soliciting
material was sent to the Issuer's securities holders for or during the year
1999; nor is any such material to be sent to them subsequent to the filing of
this Form 10-KSB.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY TO SUCH FORM 10-KSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 87,918
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 87,918
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 187,918
<CURRENT-LIABILITIES> 83
<BONDS> 0
0
0
<COMMON> 268
<OTHER-SE> 187,560
<TOTAL-LIABILITY-AND-EQUITY> 187,918
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,799
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (27,799)
<INCOME-TAX> 0
<INCOME-CONTINUING> (54,827)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,799)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
