VANCOUVERS FINEST COFFEE CO
10QSB, 2000-03-24
GROCERIES & RELATED PRODUCTS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB


(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES  EXCHANGE
     ACT OF 1934

For the quarterly period ended              February 29, 2000
                               -------------------------------------------------

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                         to
                               -----------------------     ---------------------

Commission File number                0-26217
                       --------------------------------------


                        VANCOUVER'S FINEST COFFEE COMPANY
               ---------------------------------------------------
               (Exact name of registrant as specified in charter)


                  Nevada                                      98-02031-70
- --------------------------------------------                  -----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


Box 28567, 4050 East Hastings Street
Vancouver, BC, Canada                                           V5C 2H9
- ------------------------------------                        ---------------
(Address of principal executive offices)                       (Zip Code)


                                  604-970-7892
                 -----------------------------------------------
               Registrant's telephone number, including area code


      ---------------------------------------------------------------------
      (Former name, address, and fiscal year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),  Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date.

                 Class                       Outstanding as of March 23, 2000
   -----------------------------------       --------------------------------
      Common Stock, $0.001 per share                   13,562,480



<PAGE>


                                      INDEX



<TABLE>
<CAPTION>
                                                                                                       Page
PART 1.                                                                                               Number
                                                                                                      ------

<S>                                                                                                    <C>
         ITEM 1.  Financial Statements (unaudited)..................................................     3

                           Balance Sheet as at February 29, 2000....................................     4

                           Statement of Operations
                              For the three months ended February 29, 2000 and
                                    for the period from September 15, 1998 (Date
                                    of Incorporation) to February 29, 2000..........................     5

                           Statement of Changes in Shareholders' Equity
                              For the period from September 15, 1998 (Date of
                                      Incorporation) to February 29, 2000...........................     6

                           Statement of Cash Flows
                               For  the three months ended February 29, 2000 and
                                    for the period from September 15, 1998 (Date
                                    of Incorporation) to February 29, 2000..........................     7

                           Notes to the Financial Statements........................................     8

         ITEM 2.  Plan of Operations................................................................    11


PART 11           Signatures.......................................................................     12
</TABLE>



                                       2
<PAGE>

                         PART 1 - FINANCIAL INFORMATION


- --------------------------------------------------------------------------------

                          ITEM 1. FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------


The  accompanying   balance  sheet  of  Vancouver's  Finest  Coffee  Company  (a
development  stage company) at February 29, 2000 and the statement of operations
and statement of cash flow for the three months ended  February 29, 2000 and for
the period from September 15, 1998 (date of  incorporation) to February 29, 2000
and the statement of stockholders' equity for the period from September 15, 1998
(date of incorporation) to February 29, 2000 have been prepared by the Company's
management  and they do not include all  information  and notes to the financial
statements  necessary for a complete  presentation  of the  financial  position,
results of operations,  cash flows, and stockholders'  equity in conformity with
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments  considered  necessary  for a fair  presentation  of the  results of
operations  and financial  position have been included and all such  adjustments
are of a normal recurring nature.

Operating  results for the quarter ended February 29, 2000, are not  necessarily
indicative  of the results that can be expected  for the year ending  August 31,
2000.



                                       3
<PAGE>

                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A Development Stage Company)

                                  BALANCE SHEET

                                February 29, 2000

                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                                                          FEBRUARY 29,             AUGUST 31,
                                                                                              2000                    1999
                                                                                              ----                    ----
<S>                                                                                      <C>                       <C>
   ASSETS

   CURRENT ASSETS

        Bank                                                                             $     1,353               $    20,534
                                                                                               -----                    ------

                                                                                         $     1,353               $    20,534
                                                                                            ========                    ======

   LIABILITIES

         Accounts payable and accrued liabilities                                        $     1,179               $     2,879
         Accounts payable - related party                                                          -                     4,500
                                                                                               -----                    ------

                                                                                               1,179                     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                   13,562

        Capital in excess of par value                                                        22,686                   18,186

        Deficit accumulated during the development stage                                     (36,074)                 (18,593)
                                                                                           ----------                --------

              Total Stockholders' Equity                                                         174                   13,155
                                                                                                ----                  ------

                                                                                        $      1,353               $   20,534
                                                                                              =====                   ======
</TABLE>







                   The accompanying notes are an integral part
                    of these unaudited financial statements.


                                       4
<PAGE>


                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

           For the three months and six months ended February 29, 2000
                           (with comparative figures)
                             and for the period from
           September 15, 1998 (Date of Inception) to February 29, 2000

                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                              FOR THE THREE                       FOR THE SIX
                                             FOR THE THREE        MONTHS          FOR THE SIX       MONTHS          FROM INCEPTION
                                             MONTHS ENDED         ENDED          MONTHS ENDED        ENDED                TO
                                             FEBRUARY 29,     FEBRUARY 28,       FEBRUARY 29,      FEBRUARY 28,       FEBRUARY 29,
                                                 2000              1999              2000             1999                2000
                                                 ----              ----              ----             ----                ----
<S>                                            <C>                <C>                <C>            <C>            <C>
   SALES                                       $         -      $          -       $         -     $         -       $          -
                                               -----------        ----------         ---------       ---------         ----------

   GENERAL  AND
   ADMINISTRATIVE EXPENSES:

        Accounting and audit                           300                 -               300               -              4,550
        Bank charges and interest                       20               123                36             123                159
        Business plan                                    -                 -                 -               -              5,000
        Edgar filing fees                              544                 -             1,388               -              2,328
        Incorporation costs written off                  -               670                 -             670                670
        Legal                                           77                 -             2,833               -              2,833
        Management fees                              1,000                 -             2,000               -              5,000
        Office expenses                              1,298                79             3,099              79              3,599
        Rent                                         5,850                 -             6,600               -              7,600
        Telephone                                      500                 -             1,000               -              1,500
        Transfer agent's fees                            -             1,215               225           1,215              2,835
                                                ----------          ---------       ----------       ---------          ---------

   NET LOSS                                    $     9,589         $   2,087         $  17,481       $   2,087         $   36,074
                                                 =========             =====            ======          ======            =======

   NET LOSS PER COMMON SHARE

        Basic                                  $    0.0007       $   0.0006          $  0.0012       $  0.0011           $ 0.0036
                                                 =========           ======             ======         =======            =======


   AVERAGE OUTSTANDING SHARES

        Basic                                   13,562,480       3,437,499          13,562,480       1,852,544          9,893,513
                                                ==========       =========          ==========       =========          =========
</TABLE>


                   The accompanying notes are an integral part
                    of these unaudited financial statements.



                                       5
<PAGE>

                        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 February 29, 2000

                      (Unaudited - Prepared by Management)


<TABLE>
<CAPTION>
                                                                                          CAPITAL IN
                                                             COMMON    STOCK               EXCESS OF        ACCUMULATED
                                                          SHARES         AMOUNT           PAR VALUE           DEFICIT
                                                          ------         ------           ---------           -------
<S>                                                   <C>             <C>                <C>              <C>
BALANCE SEPTEMBER 15, 1998 (DATE OF INCEPTION)                  -      $       -         $         -        $         -

Issuance of common shares for cash at
  $0.001 -- February 5, 1999                            6,000,000          6,000                   -                  -

Issuance of common shares for cash at
  $0.002 -- February 7, 1999                            7,500,000          7,500               7,500                  -

Issuance of common shares for cash at
  $0.10 -- February 23, 1999                               62,480             62               6,186                  -

Capital contributions - expenses                                                               9,000

Net operating loss for the period from
  September 15, 1998 to February 29, 2000                       -              -                   -            (36,074)
                                                       ----------      ---------           ---------         ----------

BALANCE FEBRUARY 29, 2000                              13,562,480      $  13,562           $  22,686         $  (36,074)
                                                       ==========      =========           =========         ==========
</TABLE>












                   The accompanying notes are an integral part
                    of these unaudited financial statements.



                                       6
<PAGE>


                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

      For the three months ended February 29, 2000 and for the period from
          September 15, 1998 (Date of Inception) to February 29, 2000

                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                                    FOR THE          FOR THE          FOR THE
                                                                     THREE             SIX              SIX
                                                FOR THE THREE        MONTHS           MONTHS            MONTHS       FROM INCEPTION
                                                 MONTHS ENDED         ENDED            ENDED            ENDED              TO
                                                FEBRUARY 29,        FEBRUARY         FEBRUARY          FEBRUARY       FEBRUARY 29,
                                                     2000           28, 1999         29, 2000          28, 1999           2000
                                                     ----           --------         --------          --------           ----
<S>                                               <C>               <C>             <C>              <C>               <C>
     CASH FLOWS FROM
     OPERATING ACTIVITIES:

          Net loss                                $    (9,589)     $   (2,087)     $  (17,481)      $   (2,087)       $    (36,074)

          Adjustments to reconcile net
            loss to net cash provided by
            operating activities:

               Increase (decrease) in
                 accounts payable:                        (40)            748           (1,700)            748               1,179

               Increase in due to a director           (4,500)          4,500           (4,500)          4,500                    -
                                                  -----------      ----------        ----------      ---------          -----------

                    Net Cash from
                          Operations                  (14,129)          3,161          (23,681)          3,161             (34,895)
                                                  -----------      ----------        ----------      ---------          -----------

     CASH FLOWS FROM FINANCING
       ACTIVITIES:

               Proceeds from issuance of
                 common stock                               -          27,248                 -         27,248               27,248

               Capital contributions                    2,250               -             4,500              -                9,000
                                                  -----------      ----------        ----------      ---------          -----------

                                                        2,250          27,248             4,500         27,248               36,248
                                                  -----------      ----------        ----------      ---------          -----------

          Net Increase in Cash                        (11,879)         30,409           (19,181)        30,409                1,353

          Cash at Beginning of Period                  13,231               -            20,534              -                    -
                                                  -----------      ----------        ----------      ---------          -----------

          CASH AT END OF PERIOD                   $     1,352      $   30,409        $    1,353      $  30,409          $     1,353
                                                  ===========      ==========        ==========      =========          ===========
</TABLE>


                   The accompanying notes are an integral part
                    of these unaudited financial statements.


                                       7
<PAGE>

                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 2000

                      (Unaudited - Prepared by Management)


1.       ORGANIZATION

         The Company was  incorporated  under the laws of the State of Nevada on
         September 15, 1998 with the  authorized  common  shares of  200,000,000
         shares at $0.001 par value.

         The Company is in the development stage.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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 February  29,  2000,  the  Company  had a net loss carry  forward of
         $36,074.  The tax  benefit  from the loss carry  forward has been fully
         offset by a 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 2020.

         Loss per Share

         Loss per share  amounts  are  computed  based on the  weighted  average
         number of shares actually  outstanding  using the treasury stock method
         in accordance with FABS 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.




                                       8
<PAGE>




                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 2000

                      (Unaudited - Prepared by Management)


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

         Financial Instruments

         The carrying amounts of financial instruments,  including cash, prepaid
         expenses and deferred offering costs are considered by management to be
         their standard 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.


3.       RELATED PARTY TRANSACTIONS

         Related parties acquired 44% of the common stock issued.


4.       GOING CONCERN

         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 equity funding,  and long term financing,
         which will enable the Company to operate in the future.










                                       9
<PAGE>

- --------------------------------------------------------------------------------

                           ITEM 2. PLAN OF OPERATIONS

- --------------------------------------------------------------------------------


The Company's  management is presently  assessing the merits of the coffee kiosk
business  in light of the  number of coffee  outlets  which  have  opened in the
Greater  Vancouver  area  during the last year.  The  Company  has  engaged  the
services of a consultant to analysis the merits of the coffee kiosk business and
management is presently  studying  this analysis to determine  whether it should
proceed in this direction.

At  the  First  Annual  General  Meeting  to be  held  on  March  24,  2000  the
shareholders  have been asked to allow the  directors to consider  whether it is
feasible  to  continue  with the  coffee  kiosk  business  or decide  upon a new
direction  for the Company.  If the decision is made to seek a new direction for
the  Company the  shareholders  have been asked to approve a name change for the
Company; the new name, if applicable, to be determined by the directors at their
sole discretion.

Liquidity and Capital Resources

The Company will need  additional  working  capital to finance its activities on
either the coffee  kiosk  business or a new  project.  The Company has  adequate
funds to  maintain  its  operations  over the next  several  months  but will be
requiring additional capital after that period.


Results of Operations

The Company has had no operations during this reporting period.


















                                       10
<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 thereunto duly authorized.


                                          VANCOUVER'S FINEST COFFEE COMPANY
                                                    (Registrant)




        March 23, 2000                          //s// "Kirsten Wilson"
- --------------------------------         ---------------------------------------
             Date                                     Kirsten  Wilson
                                                   President and Director



        March 23, 2000                           //s// "Ryan Wilson"
- --------------------------------         ---------------------------------------
             Date                                      Ryan Wilson
                                               Secretary Treasurer and Director


                                       11


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