<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 23, 2000
CathayOne Inc.
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(Formerly Premier Brands, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-29865 33-0489616
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(Commission File Number) (IRS Employer Identification No.)
437 Madison Avenue, New York, NY 10022
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(Address of Principal Executive Offices, Including Zip Code)
(212) 888-6822
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(Registrant's Telephone Number, Including Area Code)
The undersigned hereby amends its Form 8-K dated July 7, 2000, by
including the items, financial statements and exhibits as set forth in the
pages attached hereto.
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired*
(b) Pro Forma Financial Information:
The following unaudited consolidated financial information is
filed with this report:
Consolidated Balance Sheet as of June 30, 2000;
Consolidated Statement of Operations for the three
months ended June 30, 2000 and the period of March 1, 2000
(Inception) to June 30, 2000; and
Consolidated Statement of Cash Flows for the period of March
1, 2000 (Inception) to June 30, 2000;
The following unaudited pro forma consolidated financial
information is filed with this report:
Pro Forma Statement of Operations for the twelve months ended
June 30, 2000.
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(*) The business acquired is a development stage company that has not commenced
operations as of June 30, 2000.
<PAGE>
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 5, 2000 CathayOne Inc.
(Registrant)
/s/ S. David Cooperberg
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S. David Cooperberg
President
<PAGE>
CATHAYONE INC. & SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets (Unaudited)
As of June 30, 2000
<TABLE>
<S> <C>
ASSETS
Current Assets
Cash in Bank $ 4,087
Long-Term Assets
Investments in Foreign Operations 2,216,139
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Total Assets $ 2,220,226
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 274,391
Accrued Expenses 12,607
Income Taxes Payable 800
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Total Current Liabilities $ 287,798
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Commitment and Contingencies 0
Stockholders' Equity
Convertible Preferred Stock,5,000,000 authorized
shares, $.001 par value, none issued 0
Common Stock, 100,000,000 Shares Authorized
$.001 par value, 29,258,319 shares
issued and outstanding 29,258
Paid In Surplus 1,999,500
Retained Earnings (96,330)
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Total Stockholders' Equity $ 1,932,428
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Total Liabilities and Stockholders' Equity $ 2,020,226
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</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
CATHAYONE, INC
(A Development Stage Company)
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended June 30, 2000 and the period of March 1, 2000
(inception) to June 30, 2000
<TABLE>
<CAPTION>
Three Period of March 1,
Months Ended 2000 (Inception) to
June 30, 2000 June 30, 2000*
<S> <C> <C>
Operating Expenses:
General and Administrative Expenses $ 33,055 $ 34,355
Costs associated with Reverse Merger-See Notes 59,303 59,303
Writedown of CMD acquisition 2,672 2,672
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Total Expenses 95,030 96,330
Net Loss $ (95,030) $ (96,330)
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Net Loss Per Share $ (.011) $ (.016)
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Weighted Average Number
of Shares Outstanding 8,032,495 6,120,407
==================================
</TABLE>
* Also "Cumulative to Date Loss Since Inception"
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
CATHAYONE INC.
(A Development Stage Company)
Consolidated Statement of Cash Flows (Unaudited)
For period of March 1, 2000 (Inception) to June 30, 2000
<TABLE>
<S> <C>
Cash Flows from Operating Activites
Net Income (Loss) $ (96,330)
Adjustments to reconcile net loss
to net cash provided from operations:
Common stock issued upon reorganization 24,658
Writedown of CMD acquisition 2,672
Increase (Decrease) in operating liabilities:
Accounts payable 74,519
Accrued expenses 12,607
Taxes payable 800
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Net Cash Provided By Operating Activities $ 18,926
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Cash Flows from Investing Activities:
Investment in Foreign Operations $ (16,139)
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Net Cash Used In Investing Activities $ (16,139)
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Cash Flows from Financing Activities:
Sale of common stock and paid in surplus 1,300
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Net Cash Provided By Financing Activities $ 1,300
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Net Increase in Cash and Cash Equivalents $ 4,087
Cash and Cash Equivalents, Beginning of Period 0
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Cash and Cash Equivalents, End of Period $ 4,087
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Non-cash Financing Activities
Common stock issued relating
To reverse merger ($.001 par value) $ 25,558
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Common stock issued for equity
Investments in foreign operations $ 2,000,000
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Common stock issued for
acquisition of subsidiary $ 2,800
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</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
CATHAYONE INC.
Notes to Consolidated Financial Statements
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
In the opinion of management, the unaudited condensed consolidated financial
statements contain all adjustments consisting only of normal recurring accruals
considered necessary to present fairly CathayOne Inc.'s (the "Company")
financial position at June 30, 2000, the results of operations for the three
months ended June 30, 2000 and the period of March 1, 2000 to June 30, 2000,
and cash flows for the period of March 1, 2000 to June 30, 2000. The results
for the period ended June 30, 2000, are not necessarily indicative of the
results to be expected for the entire fiscal year ending December 31, 2000.
NOTE 2 EARNINGS (LOSS) PER SHARE
The following represents the calculation of earnings (loss) per share:
<TABLE>
<CAPTION>
Three Period of March 1,
Months Ended 2000 (Inception) to
June 30, June 30,
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2000 2000*
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<S> <C> <C>
Basic & Fully Diluted
Net Loss $ (95,030) $ (96,330)
Less preferred stock dividends - -
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Net Loss $ (95,030) $ (96,330)
Weighted average number of
Common shares 8,032,495 6,120,407
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Basic & Fully Diluted loss per share * $ (.011) $ (.016)
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</TABLE>
* The Company had no common stock equivalents during the periods presented
NOTE 3 PRINCIPLES OF CONSOLIDATION
The unaudited consolidated financial statements for June 30, 2000 and the six
months then ended include the accounts of CathayOne Inc. (formerly Premier
Brands, Inc.) and
<PAGE>
its wholly owned subsidiary, Cathay Bancorp.com Limited, a Hong Kong
corporation. On June 30, 2000 the Company acquired all of the issued and
outstanding common shares of CMD Capital Limited ("CMD"), a Hong Kong
corporation.
NOTE 4 NATURE OF BUSINESS AND RECENT REORGANIZATION
Pursuant to the share exchange agreement dated June 14, 2000, the Company
acquired 100% of the issued and outstanding shares of Cathay Bancorp.com Limited
("Bancorp") in exchange for the issuance of 21,750,000 shares of the Company's
common stock. Bancorp was incorporated on March 1, 2000 under the laws of Hong
Kong. The transaction is treated as a reverse merger in accordance with
Accounting Principles Board (APB) opinion No. 16, whereby the shareholders of
Bancorp received approximately 83.8% of the then outstanding shares of the
Company. The transaction has been accounted for using the purchase method of
accounting, with Bancorp being identified as the acquirer for accounting
purposes. The merger was treated as a tax-free reorganization for federal and
state income tax purposes. The Company maintains the option to purchase between
a 20% and 40% interest in WebShanghai.com Co., Ltd. ("WebShanghai") through Hong
Kong Technologies Solutions, Limited. Upon the successful completion of the
acquisition of WebShanghai, the Company will issue $650,000 worth of the
Company's common stock to SNet Communications (HK) Limited. In addition, the
Company is responsible for all related restructuring costs incurred in
connection with the transaction.
NOTE 5 ACQUISITION OF CMD CAPITAL LIMITED
Pursuant to an agreement dated June 30, 2000, the Company acquired 100% of
the issued and outstanding shares of CMD Capital Limited ("CMD"), a Hong Kong
corporation, in exchange for the issuance of 2,800,000 shares of the
Company's common stock valued at $4 per share. As at the date of purchase,
CMD's assets included 70% of the common stock of PRC Investment Journal Inc.
("PRC") whose assets included 100% ownership of the PRCInvest.com website
(the "PRC Website"). Pursuant to an underlying joint venture contract, CMD is
required to provide funding of $3,000,000 to PRC for continued development of
the PRC Website. Pursuant to a cooperation agreement, CMD is required to
provide $2,000,000 to be used to develop a Hong Kong version of the PRC
Website. The transaction has been accounted for using the purchase method of
accounting. In accordance with Staff Accounting Bulletin ("SAB") Topic #5 and
SAB #48, for accounting purposes the transaction has been recorded at the per
value of the shares issued (2,800,000 at $.001 each) rather than their fair
market value at the date issued ($11,200,000). CMD has not yet commenced
operations and at the date of acquisition had a net book value resulting in a
write down of $2,672.
NOTE 6 COMMITMENTS
On April 6, 2000, Bancorp entered into a Letter of Intent whereby Bancorp
formed a limited liability company in Hong Kong under the name of Hong Kong
Technologies Solutions Limited ("Limited") on June 9, 2000. This company
will be used as a vehicle to make investments or other acquisitions on behalf
of itself or Bancorp. See Note 4 above for discussion of the Company's
additional commitments.
<PAGE>
On May 5, 2000, Bancorp also entered into a Cooperation Agreement whereby it
will cooperate in the establishment of a Sino-foreign equity joint venture ("the
Joint Venture"). The Joint Venture will be responsible for constructing and
managing a series of entertainment websites, including "estage" and "TalkShow".
The Company will hold 50% of the joint venture's registered capital. On June 28,
2000 the Company entered into a Sino-Foreign Cooperative Joint Venture Contract,
forming a joint venture named Capital Entertainment Limited. For its share of
the equity, the Company and another equity holder will jointly contribute
$10,000,000 cash in several installments. The specific date of each installment
will be determined by the needs of the project, provided that the first
installment of $2,000,000 is contributed within 30 days after the issuance of
the joint venture's business license, of which $250,000 is due within 10 working
days of signing the contract. A second installment of $3,000,000 will be due
within 90 days after the issuance of the business license, and the final
installment of $5,000,000 will be due before January 31, 2001. Upon the formal
establishment of the Joint Venture, the Company will pay $700,000 and 500,000
shares of common stock to SNet Communications (HK) Limited ("SNet") pursuant to
an agreement between SNet and Bancorp dated June 15, 2000. Upon completion of
the entertainment websites to be owned by the Joint Venture, the Company will
issue 250,000 shares of common stock to SNet. Upon obtaining the necessary
license to operate talk show programs, the Company will issue 250,000 shares of
common stock to SNet. To date the Company has issued 500,000 shares of common
stock, as discussed above, to SNet under this agreement. These shares were
valued at $4 per share.
Pursuant to a joint venture contract dated April 22, 2000, CMD agreed to
establish a joint venture for the purpose of establishing an investment
information portal in China, with a version to be created for Hong Kong. For its
share of the equity, the Company will contribute $3,000,000. CMD will hold 70%
of the joint venture's registered capital. The contributions will be determined
by the needs of the project provided that for the China portal, $100,000 was
paid within 10 working days after execution of the contract, $700,000 within
22 days of obtaining a business license, which includes the first $100,000,
and $1,400,000 within 140 days after the launch of the website, and $900,000
within 280 days after receipt of a business license. Pursuant to a
cooperation agreement dated April 22, 2000, CMD will contribute $200,000 to
the Hong Kong version of the PRC Website, of which $100,000 must be paid
within 10 days after the agreement takes effect and of which $600,000 must be
paid within 22 working days after the agreement takes effect (this amount
includes the initial $100,000). $600,000 must be paid within 70 working days
and $800,000 within 140 working days after the official publication of the
Hong Kong version.
NOTE 7 SUBSEQUENT EVENTS
Subsequent to June 30, 2000, the Company incorporated three new Hong Kong
subsidiaries, Cathay B Trade Limited, Cathay Entertainment Limited and Cathay
Investment Limited. Cathay Entertainment Limited will hold the Company's
interest in the entertainment ventures on behalf of Bancorp and Cathay
<PAGE>
Investment Limited will hold the Company's interests in CMD Capital Limited.
Cathay B Trade Limited will be used for future projects.
The Company has moved from Utah to Delaware and has been renamed "CathayOne
Inc." upon the effectiveness of its merger into CathayOne Inc., the Company's
newly formed and wholly-owned Delaware subsidiary on August 29, 2000. Under the
terms of the merger, CathayOne Inc. is the surviving company. CathayOne Inc. has
succeeded to all of the assets and liabilities of the Company immediately prior
to the merger, and the Company's Board of Directors and its incumbent officers
immediately prior to the merger are the Board of Directors and officers of
CathayOne Inc. immediately after the merger.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On June 14, 2000, the Company acquired all of the issued and outstanding shares
of Bancorp. The transaction was a reverse merger with Bancorp treated as the
acquiring entity for accounting purposes. On June 30, 2000, the Company also
acquired all of the issued and outstanding shares of CMD Capital Limited
("CMD"). The transactions have been accounted for using the purchase method
of accounting and are reflected in the financial statements of the Company
contained elsewhere herein. The unaudited pro forma combined statement of
operations presents the results of operations assuming that the acquisitions
became effective for accounting purposes on July 1, 2000.
The unaudited pro forma financial statements have been prepared by management.
The pro forma adjustments include certain assumptions and preliminary estimates
as discussed in the accompanying notes and are subject to change. These pro
forma statements may not be indicative of the results that actually would have
occurred if the combination had been in effect on the dates indicated or which
may be obtained in the future. These pro forma financial statements should be
read in conjunction with the accompanying notes and historical financial
information of the Company included in this Form 8-K. See "FINANCIAL
STATEMENTS".
<PAGE>
CATHAYONE INC.
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
CathayOne Cathay CMD
Inc. Bancorp.com Capital Pro forma Pro forma
Limited Limited+ Adjustments Total
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<S> <C> <C> <C> <C> <C>
Selling, General and Administrative
Expenses $159,738 $98,129 $ -- $257,867
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Loss Before Taxes (159,738) (98,129) -- (257,867)
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Net Loss ($159,738) ($98,129) $ -- ($257,867)
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Loss per share ($0.04) ($49,064) $ -- ($0.05)
===================================================================================
Weighted average shares outstanding 4,208,319 2 1,000 5,161,744
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</TABLE>
See accompanying notes to unaudited pro forma combined financial statements
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
1. FISCAL YEAR ENDS
The unaudited pro forma combined statements of operations for the year ended
June 30, 2000, include the Company, Bancorp Limited and CMD's operations on a
common fiscal year. The financial statements of the Company have been conformed
to the year ended June 30, 2000 by including the operations results of the
Company for the period July 1, 1999 to June 30, 2000, the operating results of
Bancorp from March 1, 2000 (Inception) to June 30, 2000, and the operating
results of CMD from August 4, 1999 (Inception) to June 30, 2000.
2. PRO FORMA ADJUSTMENTS
There are no anticipated adjustments to the statement of operations as a result
of the merger.
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+ CMD Capital Limited is a development stage company that has not commenced
operations as of June 30, 2000.
