SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: May 24, 2000
TWISTEE TREAT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-294339 43-1796135
(State of Incorporation) (Commission (IRS Employer
File Number) Identification #)
301 Clark Street, Warrensburg, Missouri 64093
----------------------------------------
(Address of Principal Executive Offices)
(660)747-4272
----------------------------------------
(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The following table contains information regarding the shareholdings of the
Company's current directors and executive officers and those persons or entities
who beneficially own more than 5% of the Company's common stock:
<TABLE>
<CAPTION>
NAME AMOUNT OF COMMON STOCK PERCENT OF COMMON STOCK
BENEFICIALLY OWNED(1) BENEFICIALLY OWNED
<S> <C> <C>
Stephen Wells, 250,000 .008
President & Director
Terry D. Rapp 1,835,800 .06
Vice-President,
Secretary &
Director
Howard Hockrad 100,000 .003
Vice-President,
Treasurer
Allen Evans, 0 0
Vice-president
All directors and 2,185,800 .07
executive officers
as a group
Gourmet's Choice(2) 20,000,000 .65
Coffee Co., Inc.
8 West 38th, Fl. 9th
New York, N.Y. 10018
George Levin 1,827,300 .059
</TABLE>
1
<PAGE>
(1) Based upon 30,569,300 outstanding shares of common stock.
(2) Gourmet's Choice Coffee Co., Inc. is presently a publically traded company
on the OTCBB under the symbol "GMCH". Based upon the fact that the agreement
between the Company and GMCH which was entered into March 28,2000, has certain
conditions that must be met by GMCH before the agreement can be considered
binding, the 20,000,000 shares that are to be issued to GMCH are being held in
escrow by the law firm of Shugart, Thomson & Kilroy, Kansas City, Mo. Therefore,
GMCH is being included as a disclosure though they are presently not beneficial
owners. Should there a formal consummation of the agreement between the Company
and GMCH, an amended 8-K will filed reflecting any and all the relevant changes.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Management's Discussion and Analysis
The company operates and franchises soft-serve ice cream desserts and an
assortment of other foods and beverages in its cone-shaped buildings and kiosks.
Twistee Treat Corporation spent 1999 testing its newly designed "Express Grill"
unit, a full service restaurant designed after Dairy Queens brazier unit. The
company hopes the "Express Grill" unit will help expand its business in 2000 to
cooler climates, offering a broader menu and inside seating.
The Company's consolidated net loss for 1999 was approximately $609,498
including the cost of developing its pilot store and due to non-recurring
expenses. This loss was higher than its loss of $495,079 in 1998. Several
factors for concurrent losses are associated with the development of policies
and procedures of franchise and corporate owned stores. After testing its
company owned store and its first franchise store, Twistee Treat is now ready to
begin its franchise campaign in the second quarter of 2000. The Company has
recently signed another franchisee who intends to open three stores over the
next twelve months in the greater Orlando area.
First Quarter Financials: The Company experienced several material changes from
the three months ended February 28, 1999 compared to the three months ended
February 29, 2000. Current assets, notes receivables increased from $0 at
2/28/99 to $80,670 at 2/29/00. This increase was due to the sales of franchise
2
<PAGE>
facilities, which come due in fiscal year 2000. Advances paid by the company
increased for same period to $10,000 due to a deposit on a cone-shaped building
placed with the production facility. The building is to be placed in inventory
for expected franchise sales in 2000. The Corporation Notes Receivable also
increased from $0 at 2/28/99 to $20,000 at 2/29/00 from additional sales. Other
current notes receivable also increased during this same period to $74,000 from
the additional sales. The Company's accounts payable and accrued expenses
increased by $71,345 due to legal and accounting fees relating to franchising
issues and the company's annual audit. Notes payable increased to $306,102. This
increase was a result mostly of payables to shareholders. The funds were used
for various things. (Refer to Footnote 6 on the November 30, 1999 audit.) The
Company's deferred revenue increased to $154,651 at 2/29/00 from $0 at 2/28/99.
This increase was a result of the auditors accounting of sales and deferred
payment schedules. Consequently current revenue actually decreased for the
period by $23,902. During this same period consulting fees increased by $3,600
as the company began researching geographical areas for expansion and focusing
its attention on policies and procedures relating to development of new
concepts. And finally interest expense also increased by $7,350 for the three
months ending 2/29/00 due to the additional notes payable as referenced above.
Twistee Treat Corporation was originally incorporated under the laws of Missouri
in 1999. The Company merged with Twistee Treat Corporation, a Delaware
Corporation in June 1997 with the same name in a tax-free transaction (See note
8 CA) November 30, 1999 audit. On April 7, the company purchased a reporting
shell company "Perfection Plus," a Nevada corporation and filed its 8-K on April
8th.
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
INDEPENDENT COMPILATION REPORT ................................... F-1
FINANCIAL STATEMENTS:
Balance Sheet ............................................... F-2 - F-3
Statement of Operations ..................................... F-4
Statement of Cash Flows ..................................... F-5
NOTES TO THE FINANCIAL STATEMENTS ................................. F-6
<PAGE>
<TABLE>
<CAPTION>
2/29/00 2/28/99
------- -------
Beginning of End of Increase or Beginning of End of Increase or
Cash and Cash Equivalents Period Period (Decrease) Period Period (Decrease)
- -------------------------------------- -------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cash in Bank $84,921 $14,288 $(70,633) $84,921 $14,288 $(70,633)
======== ========= ======== ======== ========= ========
</TABLE>
Supplemental Disclosures of Cash Flow Information:
- -------------------------------------------------
Cash paid during the year for: 2/29/00 2/28/99
-------- --------
Income taxes 0 0
Interest 6,600 0
Disclosures of Accounting Policy:
- --------------------------------
For purposes of this statement, all highly liquid debt instruments with a
maturity of three months or less are considered cash equivalents.
See accompanying notes to the financial statements.
F-1
<PAGE>
TWISTEE TREAT CORPORATION
BALANCE SHEET
FEBRUARY 29, 2000
ASSETS
CURRENT ASSETS
Cash $ 14,288.00
Note Receivable other - current 80,670.00
Note Receivable other - trade 90,000.00
Inventory 116,650.00
Advances 10,000.00
----------------
TOTAL CURRENT ASSETS 311,608.00
FIXED ASSETS
Property & Equipment, net 322,114.00
Leasehold Improvements 23,953.00
----------------
NET FIXED ASSETS 346,067.00
OTHER ASSETS
Notes receivable - trade 20,000.00
Notes receivable other 74,000.00
Other receivable 50,000.00
Deposits 1,150.00
Intangible assets 227,011.00
----------------
TOTAL OTHER ASSETS 372,161.00
TOTAL ASSETS $ 1,029,836.00
================
F-2
<PAGE>
TWISTEE TREAT CORPORATION
BALANCE SHEET
FEBRUARY 29, 2000
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accts payable and accrued exp $ 127,886
Notes & loans payable - current 306,102
Capital lease - current 507
Deferred revenue 154,651
-----------
TOTAL CURRENT LIABILITIES 589,146
LONG-TERM LIABILITIES
Note payable 29,292
-----------
TOTAL LONG-TERM LIABILITIES 29,292
STOCKHOLDER'S EQUITY
Common stock, .0001 par value
Authorized 50,000,000 shares
Issued and Outstanding 7,309,950
shares 730
Common stock to be issued 21
Additional paid in capital 1,996,695
Retained earnings (1,586,048)
-----------
TOTAL STOCKHOLDER'S EQUITY 411,398
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 1,029,836
===========
F-3
<PAGE>
TWISTEE TREAT CORPORATION
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED FEBRUARY 29, 2000
AND FEBRUARY 28, 1999
Feb. 29, 2000 Feb. 28, 1999
----------- -----------
REVENUE
Product $ 25,341 $ 49,243
----------- -----------
TOTAL REVENUE 25,341 49,243
COST OF SALES
Purchases 9,177 19,960
----------- -----------
TOTAL COST OF SALES 9,177 19,960
GROSS MARGIN 16,164 29,283
EXPENSES
Payroll & contractual 41,516 42,735
Consulting fees 3,600 0
Depreciation 18,069 11,000
Professional fees 0 18,274
Other general admin. exp 41,985 31,514
----------- -----------
TOTAL EXPENSES 105,170 103,523
----------- -----------
NET OPERATING INCOME (89,006) (74,240)
OTHER REVENUE
Miscellaneous income 794 0
Interest income 476 0
----------- -----------
TOTAL OTHER REVENUE 1,270 0
OTHER EXPENSES
Interest expense 7,350 0
----------- -----------
TOTAL OTHER EXPENSES 7,350 0
NET LOSS ($ 95,086) ($ 74,240)
=========== ===========
NET LOSS PER COMMON SHARE
AND EQUIVALENTS-BASIC
AND DILUTED ($ 0.01) ($ 0.01)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DURING
PERIOD-BASIC AND DILUTED 6,883,137 6,337,750
=========== ===========
F-4
<PAGE>
TWISTEE TREAT CORPORATION
STATEMENT OF CASH FLOWS (INDIRECT METHOD)
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
2/29/00 2/28/99
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Excess of revenues over (under) expenses $ (95,086) $ (74,240)
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Decrease in Accounts Payable $ (19,911) $ (4,603)
--------- ---------
Decrease in Deferred Revenue 0 (32,000)
Increase in Inventory 0 (8,000)
Increase in Intangible Assets 0 50,800
Total Adjustments (19,911) 6,197
---------
Net Cash Provided (Used) By Operating Activities (114,997) (68,043)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Increase in Equipment (17,636) (41,484)
--------- ---------
Net Cash Provided (Used) by Investing Activities (17,636) (41,484)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Common Stock 54 3
Increase in Additional paid in capital 67,446 23,998
Increase (Decrease) in Notes Payable (5,500) 42,553
--------- ---------
Cash Provided (Used) by Financing Activities 62,000 66,554
--------- ---------
Net Increase (decrease) in Cash (70,633) (42,973)
Cash and Cash Equivalents at Beginning of Year 84,921 49,647
--------- ---------
Cash and Cash Equivalents at End of Year $ 14,288 $ 6,674
========= =========
See accompanying notes to the financial statements
F-5
<PAGE>
TWISTEE TREAT CROPORATION
OSAGE BEACH, MISSOURI
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000
NOTE 1 - BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and
the rules and regulations of the Securities and exchange commission for
interim financial information. Accordingly, they do not include all the
information and footnotes necessary for a comprehensive presentation of
financial position and results of operations.
It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statement presentation. The results for the
interim period are not necessarily indicative of the results to be expected
for the year.
For further information, refer to the consolidated financial statements and
footnotes included in the Company's Form 8-K/A filed on April 17, 2000 for
the years ended November 30, 1999 and 1998.
F-6
<PAGE>
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS. NONE
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K/A to be signed on its
behalf by the undersigned hereunto duly authorized.
By /s/ Stephen B. Wells
--------------------
Stephen B. Wells
President
Date: May 24, 2000
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