UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934 (FEE REQUIRED) For the fiscal year ended August 31, 1999
-----------------
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transaction period from to
---------------- ------------------
Commission File number 0-26217
-------------------------------
VANCOUVER'S FINEST COFFEE COMPANY
--------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 98-0203170
- -------------------------------------------- --------------------------
State or other jurisdiction of incorporation (I.R.S. Employee I.D. No.)
or organization
Box 28567 - 4050 East Hastings Street
Vancouver, British Columbia, Canada V5C 2H9
- -------------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 1-604-970-7892
---------------------------------
Securities registered pursuant to section 12 (b) of the Act:
Title of each share Name of each exchange on which registered
None None
- ------------------- -------------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:
None
- -------------------
(Title of Class)
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 a 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.
(1) Yes [ ] No [X] (2) 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 the 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. [ ]
State issuer's revenues for its most recent fiscal year: $ -0-
-----------
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specific date within the past 60 days.
<PAGE>
As at August 31, 1999, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
LAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of August 31, 1999, the Company has 13,562,480 shares of common stock issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB (eg., Part I, Part II, etc.) into which the documents is
incorporated:
(1) Any annual report to security holders;
(2) Any proxy or other information statement;
(3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the
Securities act of 1933.
NONE
2
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TABLE OF CONTENTS
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<TABLE>
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PART 1
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ITEM 1. DESCRIPTION OF BUSINESS 4
ITEM 2. DESCRIPTION OF PROPERTY 4
ITEM 3. LEGAL PROCEEDINGS 4
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS 4
PART II
- -------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
5
ITEM 7. FINANCIAL STATEMENTS 6
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 6
PART III
- --------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
6
ITEM 10. EXECUTIVE COMPENSATION 9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT 9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 10
PART IV
- -------
ITEM 13. EXHIBITS 11
</TABLE>
3
<PAGE>
PART 1
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ITEM 1. DESCRIPTION OF BUSINESS
================================================================================
HISTORY AND ORGANIZATION
Vancouver's Finest Coffee Company., a Nevada corporation (the "Company"), was
incorporated on September 15, 1998. The Company has no subsidiaries and no
affiliated companies. The Company's executive offices are located at Box 28567 -
4050 East Hastings Street, Vancouver, British Columbia, Canada, V5C 2H9.
The Company's articles of incorporation currently provide that the Company is
authorized to issue 200,000,000 shares of common stock, par value $0.001 per
share. As at August 31, 1999 there were 13,562,480 shares outstanding.
The Company is a start-up company founded for the purpose of building a retail
premium coffee business that sells premium quality coffee drinks through
company-owned and operated retail kiosks. The Company's objective is to
establish itself as the leading purveyor of premium coffee kiosks in Greater
Vancouver area, a market that is not fully exploited at the current time.
================================================================================
ITEM 2. DESCRIPTION OF PROPERTIES
================================================================================
The Company's plan is to locate twenty-five company-owned and operated retail
kiosks in the Greater Vancouver area in a period of two years. The twenty-five
kiosks will be centrally located and clustered in close proximity to achieve
operating and marketing efficiencies and to enhance awareness of the Vancouver's
Finest Coffee Company brand. The Company will locate the twenty-five kiosks in
high-foot traffic, high-visibility, key intercept market locations.
================================================================================
ITEM 3. LEGAL PROCEEDINGS
================================================================================
There are no legal proceedings to which the Company is a party or to which its
property is subject, nor to the best of management's knowledge are any material
legal proceedings contemplated.
================================================================================
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
================================================================================
No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended August 31, 1999.
4
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PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
================================================================================
During the past year there has been no established trading market for the
Company's common stock. Since its inception, the Company has not paid any
dividends on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at August 31, 1999 the Company had
44 shareholders of which 3 are directors and officers.
================================================================================
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
================================================================================
OVERVIEW
The Company was incorporated on September 15, 1998 under the laws of the State
of Nevada. The Company's articles of incorporation currently provide that the
Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at August 31, 1999 there were 13,562,480 shares
outstanding. The Company is engaged in the marketing and sales of coffee and
coffee accessories by way of retail kiosks. No sales have been make as at the
date of this Form 10-KSB.
The Company is in the development stage. The Company does not have a quotation
for its shares on any stock market at this time. The Company has no revenue to
date from the development of its retail kiosk system, and its ability to effect
its plans for the future will depend on the availability of financing. Such
financing will be required to develop the Company's kiosk system whereby it
becomes a viable commercial enterprise. The Company anticipates obtaining such
funds from its directors and officers, financial institutions or by way of the
sale of its capital stock in the future, but there can be no assurance that the
Company will be successful in obtaining additional capital for its kiosk
activities from the sale of its capital stock or in otherwise raising
substantial capital.
Liquidity and Capital Resources
As at August 31, 1999, the Company had $20,534 of assets, and $7,379 of
liabilities, including cash or cash equivalents amounting to $20,534. Of the
$7,379 in liabilities, $4,500 is owed to a related party.
The Company has no contractual obligations for either lease premises, employment
agreements and has made no commitments to acquire any asset of any nature.
5
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Results of Operations
Since inception the Company has investigated the viability of its kiosk concept
by obtaining quotations on construction of kiosk, pricing of equipment, rental
of space and personnel required in the future.
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ITEM 7. FINANCIAL STATEMENTS
================================================================================
The financial statements of the Company are included following the signature
page to this Form 10-KSB.
================================================================================
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
================================================================================
From inception to date, the Company's principal accountant is Andersen Andersen
& Strong, L.C. of Salt Lake City, Utah. The firm's report for the period from
inception to August 31, 1999 did not contain any adverse opinion or disclaimer,
nor were there any disagreements between management and the Company's
accountants.
PART III
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ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE
EXCHANGE ACT
================================================================================
The following table sets forth as of August 31, 1999, the name, age, and
position of each executive officers and directors and the term of office of each
director of the Company.
Term as
Director
Name Age Position Held Since
---- --- ------------- -----
Kirsten Wilson 28 President and Director 1998
Ryan Wilson 29 Secretary Treasurer and 1998
Director
Fred Burns 54 Director 1998
Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual general meeting of the board of
directors and is qualified.
6
<PAGE>
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.
KIRSTEN WILSON, 28, is the President and a Director of the Registrant. Having
graduated from Simon Fraser University in 1994 with a Bachelor of Business
Administration and a Bachelor of Applied Science (Communications), Ms. Wilson
entered into the family business; being a general contracting company
specializing in gravel pit sales. Her main function is as office manager and
controller with responsibilities in cost accounting, financial accounting and
various communication functions with the British Columbia Government relating to
the building of highways. From 1995 to 1998 she spearheaded the administrative
and organizational restructuring of that company, resulting in an overhead cost
savings of CDN$1,000,000 per annum. Recently Ms. Wilson has enrolled in the
Certified Management Accountants course in order to obtain her degree in this
area. Ms. Wilson brings private organizational and system management experience
to the Registrant.
RYAN WILSON, 29, is the Secretary Treasurer and a Director of the Registrant.
After having graduated from the University of British Columbia with a Bachelor
of Arts in Economics Mr. Wilson obtained his Masters of Business Administration.
Since graduation Mr. Wilson has been employed with Schindler Elevators Corp.,
one of the Fortune 500 companies, and has risen to the position of Regional Vice
President. His responsibilities include managing all aspect of the regional
business including financial reporting, labor negotiations and strategic
planning. In addition, Mr. Wilson is President and Managing Director of his own
private consulting firm. He brings to the Registrant a vast amount of experience
in operating and managing a business.
FRED BURNS, 54, is a director of the Registrant. Mr. Burns spent five years at
Queens University in Belfast, Ireland where he obtained a Bachelor of Arts
degree in Mechanical Engineering. Upon moving to Canada, Mr. Burns started Burns
Mechanical, a construction plumbing firm, in which he has been president for the
past twenty five years. This is a private company owned by Mr. Burns.
To the knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or
any partnership in which he was a general partner at or within two
years before the time of such filings;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting,
the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor
broker, leverage
7
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transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliate person, director or
employee of any investment company, or engaging in or
continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activities;
(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
The Company knows of no director, officer, beneficial owner of more than ten
percent of any class of equity securities of the registrant registered pursuant
to Section 12 ("Reporting Person") that failed to file any reports required to
be furnished pursuant to Section 16(a). Other than those disclosed below, the
registrant knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.
The following table sets forth as at August 31, 1999, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.
Name Position Report to be Filed
- ---- -------- ------------------
Kirsten Wilson President and Director Form 3
Ryan Wilson Secretary Treasurer and Form 3
Director
Fred Burns Director Form 3
8
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================================================================================
ITEM 10. EXECUTIVE COMPENSATION
================================================================================
CASH COMPENSATION
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal year ended August 31, 1999.
BONUSES AND DEFERRED COMPENSATION
None
COMPENSATION PURSUANT TO PLANS
None
PENSION TABLE
None
OTHER COMPENSATION
None
COMPENSATION OF DIRECTORS
None
TERMINATION OF EMPLOYMENT
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
================================================================================
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
================================================================================
The following table sets forth as at August 31, 1999, the name and address and
the number of shares of the Company's common stock, with a par value of $0.001
per share, held of record or beneficially by each person who held of record, or
was known by the Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.
9
<PAGE>
Name and Address Amount
of Beneficial Nature of of Beneficial Percent
Owner Ownership (1) Ownership of Class
------ ---------- ---------- -------
KIRSTEN WILSON Direct 4,500,000 33.18%
Box 28567 - 4050 E. Hastings St.
Vancouver, British Columbia
Canada, V5C 2H9
RYAN WILSON Direct 1,000,000 7.37%
Box 28567 - 4050 E. Hastings St.
Vancouver, British Columbia
Canada, V5C 2H9
FRED BURNS Direct 500,000 3.69%
104 - 585 Austin Avenue
Coquitlam, British Columbia
Canada, V3K 3N2
All Officers and Directors Direct 6,000,000 44.24%
as a Group ( 3 persons )
(1) All shares owned directly are owned beneficially and of record, and
such shareholder has sole voting, investment and dispositive power,
unless otherwise noted.
================================================================================
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
================================================================================
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as indicated below, there were no material transactions, or series of
similar transactions, since inception of the Company and during its current
fiscal period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.
INDEBTEDNESS OF MANAGEMENT
There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security
10
<PAGE>
holder who is known to the Company to own of record or beneficially more than 5%
of the common shares of the Company's capital stock, or any member of the
immediate family of any of the foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
The Company does not have promoters and has no transactions with any promoters.
PART IV
================================================================================
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
================================================================================
(a) (1) FINANCIAL STATEMENTS.
The following financial statements are included in this report:
<TABLE>
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Title of Document Page
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Report of Andersen, Andersen & Strong, Certified Public Accountants 13
Balance Sheet as at August 31, 1999 14
Statement of Operations for the period from September 15, 1998 (Date of
Inception) to August 31, 1999 15
Statement in Changes in Stockholders' Equity for the period from September
15, 1998 (Date of Inception) to August 31, 1999 16
Statement of Cash Flows for the period from September 15, 1998 (Date of
Inception) to August 31, 1999 17
Notes to the Financial Statements 18
</TABLE>
(a) (2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules are included as part of this report:
None.
(a) (3) EXHIBITS
The following exhibits are included as part of this report by reference:
None.
11
<PAGE>
================================================================================
SIGNATURES
================================================================================
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in its capacities and on the date indicated:
VANCOUVER'S FINEST COFFEE COMPANY
Date: December 15, 1999 By:
--------------------------------------
Kirsten Wilson, President and Director
Date: December 15, 1999 By:
--------------------------------------
Ryan Wilson, Secretary Treasurer
and Director
12
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<TABLE>
<CAPTION>
<S> <C>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com
</TABLE>
Board of Directors
Vancouver's Finest Coffee Company
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Vancouver's Finest Coffee
Company (a development stage company) at August 31, 1999, and the statement of
operations, stockholders' equity, and cash flows for the period from September
15, 1998 (date of inception) to August 31, 1999. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vancouver's Finest Coffee
Company at August 31, 1999, and the results of operations, and cash flows for
the period from September 15, 1998 (date of inception) to August 31, 1999, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5 . These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
December 3, 1999
A member of ACF International with affiliated offices worldwide
13
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VANCOUVER'S FINEST COFFEE COMPANY
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AUGUST 31, 1999
================================================================================
ASSETS
CURRENT ASSETS
Cash $ 20,534
--------
Total Current Assets 20,534
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 4,500
Accounts payable $ 2,879
--------
Total Current Liabilities 7,379
--------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 13,562,480 shares issued and outstanding 13,562
Capital in excess of par value 18,186
Deficit accumulated during the development stage (18,593)
--------
Total Stockholders' Equity 13,155
--------
$ 20,534
========
The accompanying notes are an integral part of these financial statements.
14
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VANCOUVER'S FINEST COFFEE COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 15 , 1998
(DATE OF INCEPTION) TO AUGUST 31, 1999
================================================================================
REVENUES $ --
EXPENSES 18,593
-----------
NET LOSS $ (18,593)
===========
NET LOSS PER COMMON SHARE
Basic $ (.002)
===========
AVERAGE OUTSTANDING SHARES
Basic 7,991,000
===========
The accompanying notes are an integral part of these financial statements.
15
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VANCOUVER'S FINEST COFFEE COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 15,1998 (DATE OF INCEPTION)
TO AUGUST 31, 1999
================================================================================
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN
------------ EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE SEPTEMBER 15, 1998 (date of inception) -- $ -- $ -- $ --
Issuance of common stock for cash
at $.001 - February 5, 1999 6,000,000 6,000 -- --
Issuance of common stock for cash
at $.002- February 7, 1999 7,500,000 7,500 7,500 --
Issuance of common stock for cash
at $.10 - February 23, 1999 62,480 62 6,186 --
Capital contributions - expenses
Paid by officer -- -- 4,500
Net operating loss for the period from
September 15, 1998 to August 31, 1999 -- -- -- (18,593)
---------- ---------- ---------- ----------
BALANCE AUGUST 31, 1999 13,562,480 $ 13,562 $ 18,186 $ (18,593)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
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VANCOUVER'S FINEST COFFEE COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 15, 1998
(DATE OF INCEPTION) TO AUGUST 31, 1999
================================================================================
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(18,593)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable 2,879
Capital contribution - expenses 4,500
.
--------
Net Cash From Operations (11,214)
--------
CASH FLOWS FROM INVESTING
ACTIVITIES: ( --)
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from loan - related party 4,500
Proceeds from issuance of common stock 27,248
--------
Net Increase in Cash 20,534
Cash at Beginning of Period --
--------
Cash at End of Period $ 20,534
========
SCHEDULE OF NONCASH FLOWS FROM OPERATING ACTIVITIES
Capital contributions - expenses paid by officer $ 4,500
========
The accompanying notes are an integral part of these financial statements.
17
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VANCOUVER'S FINEST COFFEE COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on September
15, 1998 with authorized common stock of 200,000,000 shares at $0.001 par value.
The Company was organized for the purpose of marketing retail specialty coffee
through the establishment of coffee kiosks however it had not started operations
by the report date.
The Company is in the development stage.
Since its inception the Company has completed three Regulation D offerings of
13,562,480 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
Accounting, Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On August 31, 1999, the Company had a net operating loss carry forward of
$18,592. The tax benefit from the loss carry forward has been fully offset by
valuation reserve because the use of the future tax benefit is undeterminable
since the Company has no operations. The net operating loss will expire in 2019.
Earning (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method in
accordance with FASB statement No. 128.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.
18
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VANCOUVER'S FINEST COFFEE COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
Financial Instruments
The carrying amounts of financial instruments, including cash, and accounts
payable, are considered by management to be their estimated fair values. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 44% of the common stock issued.
5. GOING CONCERN
Management is currently seeking opportunities to establish coffee kiosks for the
retail sales of a specialty coffee. To be successful in this effort the Company
will need additional working capital.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
funding through loans from officers, loans from financial institutions, or sale
of its common stock, which will enable the Company to operate for the coming
year.
Continuation of the Company as a going concern for the coming year is dependent
upon receiving the funding needed and there can be no assurance that the Company
will be successful in its efforts to obtain the needed working capital.
19
