UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1999.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from
to
------------- ---------------
Commission file number: 0-11734
-------
CHINA FOOD AND BEVERAGE COMPANY
-------------------------------
(Name of Small Business Issuer in Its Charter)
Nevada 87-0548148
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
82-66 Austin Street, Kew Gardens, New York 11415
---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 398-7833
-----------------------------------------------
(Issuer's Telephone Number, Including Area Code)
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 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
--- ---
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of September 30, 1999 was 5,500,817.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PART 1
Page
<S> <C>
ITEM 1. FINANCIAL STATEMENTS 3 - 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11
ITEM 3. EVENTS SUBSEQUENT TO THE SECOND QUARTER 13
ITEM 4. RESULTS OF OPERATIONS 13
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 14
</TABLE>
2
<PAGE>
CHINA FOOD AND BEVERAGE COMPANY
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999 and December 31, 1998
3
<PAGE>
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
------
December 31, September 30,
1999 1998
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalent $ 839,407 $ 425,681
Accounts receivable (net) 1,934,519 1,552,549
Note receivable - related parties 1,004,298 102,680
Inventory 1,768,808 1,438,968
Other receivables 91,965 40,129
------------ ------------
Total Current Assets 5,638,997 3,560,007
------------ ------------
PROPERTY AND FIXED ASSETS
Buildings 3,339,090 3,339,090
Machinery and equipment 9,304,035 8,126,686
Land 277,817 277,817
Accumulated depreciation (3,095,557) (2,390,842)
Total Fixed Assets 9,825,385 9,352,751
------------ ------------
OTHER ASSETS
Construction in progress 273,040 227,810
Deferred and prepaid expenses 2,749,343 2,643,296
Deposit 215,000 215,000
------------ ------------
Total Other Assets 3,237,383 3,086,106
------------ ------------
TOTAL ASSETS $ 18,701,765 $ 15,998,864
============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
<TABLE>
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
(Unaudited)
CURRENT LIABILITIES
<S> <C> <C>
Accounts payable $ 1,648,701 $ 986,222
Related party payable 105,110 148,226
Accrued expenses 1,006,985 1,311,044
Taxes payable 2,814,510 5,291,836
Customer prepayments 185,661 425,152
Notes payable 2,552,236 4,490,098
------------ ------------
Total Current Liabilities 8,313,203 12,652,578
------------ ------------
LONG-TERM LIABILITIES
Other liabilities 2,299,494 163,227
------------ ------------
Total Long-Term Liabilities 2,299,494 163,227
------------ ------------
Total Liabilities 10,612,697 12,815,805
------------ ------------
MINORITY INTEREST 2,046,025 1,570,730
------------ ------------
STOCKHOLDERS' EQUITY
Common stock; 100,000,000 shares authorized of
$0.001 par value, 500,817 and and 5,257,764 shares
issued and 5,493,139 and 5,250,086 shares
outstanding, respectively 5,501 5,258
Additional paid-in capital 4,549,694 329,649
Stock subscription receivable -- (23,083)
Other comprehensive income 22,037 7,692
Retained earnings 1,465,811 1,292,813
------------ ------------
Total Stockholders' Equity 6,043,043 1,612,329
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,701,765 $ 15,998,864
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE>
<TABLE>
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
For the For the
Nine Months Ended Three Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 13,100,164 $ 13,020,435 $ 7,446,775 $ 5,197,890
COST OF SALES 8,520,737 9,067,384 5,279,900 3,401,257
------------ ------------ ------------ ------------
GROSS MARGIN 4,579,427 3,953,051 2,166,875 1,796,633
------------ ------------ ------------ ------------
COSTS AND EXPENSES
Selling expenses 235,970 239,134 96,971 95,873
General and administrative 1,363,643 754,978 585,943 306,893
------------ ------------ ------------ ------------
Total Costs and Expenses 1,599,613 994,112 682,914 402,766
------------ ------------ ------------ ------------
INCOME BEFORE OTHER EXPENSE 2,979,814 2,958,939 1,483,961 1,393,867
------------ ------------ ------------ ------------
OTHER EXPENSE
Interest expense 321,558 461,447 184,796 120,898
------------ ------------ ------------ ------------
Total Other Expense 321,558 461,447 184,796 120,898
------------ ------------ ------------ ------------
INCOME BEFORE TAX 2,658,256 2,497,492 1,299,165 1,272,969
INCOME TAX EXPENSE 2,009,962 2,108,385 815,476 846,476
------------ ------------ ------------ ------------
INCOME BEFORE MINORITY
INTEREST 648,294 389,107 483,689 426,493
MINORITY INTEREST (475,296) (175,112) (250,865) (175,112)
------------ ------------ ------------ ------------
NET INCOME 172,998 213,995 232,824 251,381
OTHER COMPREHENSIVE INCOME
Currency translation adjustment 14,345 1,692 (61) 149
------------ ------------ ------------ ------------
Total Other Comprehensive
Income 14,345 1,692 (61) 149
------------ ------------ ------------ ------------
NET COMPREHENSIVE INCOME $ 187,343 $ 215,687 $ 232,763 $ 251,530
============ ============ ============ ============
BASIC INCOME PER SHARE $ 0.04 $ 0.04 $ 0.04 $ 0.04
============ ============ ============ ============
FULLY DILUTED INCOME PER SHARE $ 0.04 $ 0.04 $ 0.04 $ 0.04
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
6
<PAGE>
<TABLE>
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
<CAPTION>
Additional Stock Other
Common Stock Paid-In Subscription Comprehensive Retained
Shares Amount Capital Receivable Income Earnings
------ ------ ------- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997 4,200,000 $ 4,200 $1,300,497 $ -- $ 4,114 $ 872,987
Common stock issued for
the acquisition of Victoria 37,346 37 (1,991, 612) -- -- --
Common stock issued for
cash at $54.11 per share 9,902 10 535,875 -- -- --
Common stock issued for
debt conversion at $62.24
per share 241 -- 15,000 -- -- --
Common stock issued for
services rendered at $0.46
per share 1,016,942 1,017 469,883 (23,083) -- --
Cancellation of common
stock (6,667) (6) 6 -- -- --
Currency translation
adjustment -- -- -- -- -- 3,578
Net income for the year ended
December 31, 1998 -- -- -- -- -- 419,826
---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1998 5,257,764 5,258 329,649 (23,083) 7,692 1,292,813
Common stock issued for
services at $2.16 per share
(unaudited) 4,203 4 9,067 -- -- --
Common stock issued for
cash at $2.00 per share
(unaudited) 230,000 230 459,770 -- -- --
Contribution of capital by
shareholder (unaudited) -- -- 3,733,517 -- -- --
Common stock issued for debt
conversion at $2.00 per share
(unaudited) 8,850 9 17,691 -- --
----------
Receipt of stock subscription
(unaudited) -- -- -- 23,083 -- --
Currency translation
adjustment (unaudited) -- -- -- -- -- 14,345
Net Income for the nine months
ended September 30, 1999
(unaudited) -- -- -- -- -- 172,998
---------- ---------- ---------- ---------- ---------- ----------
Balance, September 30, 1999
(unaudited) 5,500,817 $ 5,501 $4,549,694 $ -- $ 22,037 $1,465,811
========= ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
7
<PAGE>
<TABLE>
<CAPTION>
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the For the
Nine Months Ended Three Months Ended
September 30, September 30,
-------------------------- ----------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 172,998 $ 213,995 $ 232,824 $ 251,381
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization 704,715 687,252 240,612 231,748
Common stock issued for services 9,071 -- -- --
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (381,970) 927,597 577,656 (327,757)
(Increase) decrease in note receivable (901,618) (656,379) (106,334) 29,470
(Increase) decrease in other receivables (51,836) 116,830 1,260,010 182,187
(Increase) decrease in inventory (329,840) (752,376) (583,054) (838,151)
(Increase) decrease in deferred and
prepaid assets 171,770 797,250 (208,535) (159,455)
(Increase) decrease in construction in progress (45,230) 42,837 242,927 (37,983)
Increase (decrease) in accounts payable and
accrued expenses 418,234 (30,315) (72,483) 476,560
Increase (decrease) in customer prepayments (239,491) -- -- --
Increase in taxes payable 236,976 1,230,440 (321,825) 731,426
Increase in minority interest 475,297 -- 250,864 --
Increase (decrease) in accounts payable -
related parties (43,116 -- (43,116) --
----------- ----------- ----------- -----------
Net Cash Provided (used) by
Operating Activities 195,960 2,577,131 1,469,546 539,426
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (1,455,168) (1,178,117) (1,173,304) (122,113)
----------- ----------- ----------- -----------
Net Cash (Used) by Investing activities (1,455,168) (1,178,117) (1,173,304) (122,113)
----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash 460,000 -- 40,000 --
Proceeds from notes payable 6,735,926 4,128,487 2,099,536 1,542,800
Payments on notes payable (5,522,992) (5,357,188) (2,537,060) (1,829,773)
----------- ----------- ----------- -----------
Net Cash Provided (Used) by
Financing Activities 1,672,934 (1,228,701) (397,524) (286,973)
----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 413,726 170,313 (101,282) 130,340
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 425,681 243,108 940,689 283,081
----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 839,407 $ 413,421 $ 839,407 $ 413,421
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
8
<PAGE>
<TABLE>
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<CAPTION>
For the For the
Nine Months Ended Three Months Ended
September 30, September 30,
----------------------- -----------------------------
1999 1998 1999 1998
---------- ---------- ----------- ---------------
SUPPLEMENTAL SCHEDULE OF
CASH FLOW ACTIVITY
<S> <C> <C> <C> <C>
Cash Paid For:
Interest $ 217,597 $ 524,390 $ 80,835 $ 183,841
Income taxes $ -- $ -- $ -- $ --
SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Contribution of capital by shareholder $3,733,517 $ -- $ -- $ --
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
9
<PAGE>
CHINA FOOD AND BEVERAGE COMPANY AND SUBSIDIARIES
Note to the Consolidated Financial Statements
September 30, 1999 and December 31, 1998
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 1999 and
1998 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December
31, 1998 audited consolidated financial statements. The results of
operations for the periods ended September 30, 1999 and 1998 are
not necessarily indicative of the operating results for the full
years.
10
<PAGE>
PART I
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
- ------------------------------
Unless otherwise indicated, the term "Company" refers to China Food and
Beverage Company and its subsidiaries and predecessors. The accompanying
consolidated unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, so
not include all information and footnotes required by generally accepted
accounting principals and should, therefore, be read in conjunction with
Company's Annual Report to Shareholders on Form 10-KSB for the fiscal year ended
December 31, 1998. These statements do include all the normal recurring
adjustments which the Company believes is necessary and affords a fair
presentation. The interim results are not necessarily indicative of the results
for the full year ending December 31,1999. Accordingly, consolidated audited
interim financial statements, including a balance sheet for the Company as of
the fiscal quarter ended September 30,1999, and, statements of operations and
statements of cash flows for the interim period up to the date of such balance
sheet and the comparable period of the preceding fiscal year are attached hereto
as Pages F- __through F-__ and are incorporated herein by this reference.
- ------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
- ------------------------------------------------------------------
Though this information is set forth in the Company's 10K-SB, year
ending December 31, 1998, and in the Company's 10Q-SBs for quarters ending March
31, 1999 and June 30, 1999, the significance of these transactions regarding the
Company's acquisitions of a majority interest bears repeating in this filing: On
April 27, 1998, the Company and Calder Investments, Ltd. and Li, Lin Hu, as
"Sellers,"and Company as "Purchaser," entered into an agreement whereby the
Company would purchase 100% of the stock of Victoria Beverage Company, Ltd.
("Victoria"). At the time of the transaction, Victoria was the owner of 55% of
Anhui Hao Dun Brewery Company, Ltd. ("Hao Dun"). The transaction resulted in a
debenture in the face amount of US$21,000,000, which shall be for a term of five
(5) years bearing an interest rate of eight percent (8%) per annum. At the
Company's option, the debenture may be converted into shares of the Company's
common stock at a conversion price of five dollars ($5.00) per share.
The Sellers were able to provide the Company with appropriate
documentation and accounting verifying that Victoria owned a fifty-five percent
(55%) interest of Anhui Hao. Consequently, on December 30, 1998, the Company
closed on the April 27, 1998 agreement with Calder Investments Limited and Li,
Lin Hu by issuing its 5 year and one day 8% Debenture in the amount of
$10,500,000 to each of Calder Investments Limited and Li, Lin Hu. This issuance
consummated the transactions described in the Company 8-K dated May 6, 1998. On
the same day, December 30, 1998, the Company caused the conversion of the
Debentures above described in the terms incorporated therein by issuing to each
of Li, Lin Hu and Calder Investments Limited, 1,050,000 shares of Company's
common stock. In addition, on December 30, 1998, the Company caused to be issued
2,100,000 shares of its common stock to Anhui Lui An Beer Company, Ltd., the
former owners of Hao Dun. This issuance was to pay off the $10,500,00 debt owed
by Victoria to Anhui Liu An Beer Company, Ltd as a result of Victoria's purchase
which occurred prior to the Company's acquisition of Victoria. This issuance
caused the three individuals and entities above set forth to become the control
persons and largest shareholders of the Registrant. It should be noted that
these three individuals and entities as Company's largest shareholders may be
capable of influencing the Company's future business policies.
11
<PAGE>
Through a reverse merger recapitalization by which the Company acquired
100% of Victoria Beverage Company, Ltd., for 4,200,000 shares of the Company's
common stock, resulted in the Company owning 55% of Anhui Hao Dun Brewery Co.,
Ltd.
As opposed to the third quarter ending 1998, when the Company had no
liquid assets, as a result of the aforementioned acquisition, the Company's
total assets ending September 30, 1999 were valued at $18,701,765 of which, as
set forth on page ___ of the Financials, attached hereto. Total "Current Assets"
are $5,638,997. The "Fixed Assets" ($9,825,385) include a complex of buildings
and equipment for making beer. The "construction in progress"as listed under
"Other Assets" refers to a nitrogen separating machine being developed in
conjunction with the brewing processes. The Company employs approximately 530
employees at its brewery at a complex of approximately 14 buildings of various
dimensions and square footage, situated at: #28 Juichang Rd., Luan, Anhui
province, People's Republic of China.
The fact that the Company conducts business and owns the majority of
its assets in the People's Republic of China could expose the Company to
material and possible economic risks. These risks may include, but are not
limited to, military repression, expropriation, changing fiscal regimes,
fluctuations in currency exchange rates, high rates of inflation, worker unrest,
and the absence of industrial and economic infrastructure. Operations may be
affected by government regulations with respect to production restrictions,
price controls, export controls, embargoes, income and other taxes,
environmental legislation, labor, welfare benefit policies, land use rights,
etc. The effect of these factors cannot be accurately assessed or predicted.
As evidenced by the attached financial data, the Company has continued
to experience steady growth during the third quarter ending September 30, 1999,
albeit the pace slowed somewhat from the previous quarter. The reasons for
slower pace of sales may be the result of several scenarios including market
saturation and increase in cost of living in the People's Republic of China.
Year 2000 Compliance
The Year 2000 problem is a result of computer programs being written
using two digits to define the applicable year. If not corrected, any programs
or equipment that have time sensitive components could fail or create erroneous
results. The Company has completed a review of its existing systems and has
upgraded approximately 50% of its existing system with hardware and software
that purports to be Year 2000 compliant.
The majority of the Company's other software and hardware is not
believed to be Year 2000 compliant. However, the Company has already ordered the
necessary software and hardware to fully upgrade its computer systems to be Year
2000 compliant. The Company is not certain if it will be fully compliant by
December 31, 1999. The cost associated with completion of updating the Company's
computer systems is not expected to have a material impact on the financial
condition of the Company. Nonetheless, there can be no assurance that this will
be the case.
At this date, the Company still has limited information concerning the
Year 2000 compliance status of its clients and associates. However, even if the
Company's clients are not Year 2000 compliant the Company does not anticipate
that such noncompliance will have a material adverse effect on the Company's
business, financial condition, results of operations or cash flows.
12
<PAGE>
Forward Looking Statements
The forward looking statements contained in this Form 10-QSB are
subject to various risks, uncertainties and
other factors that could cause actual results to differ materially from the
results anticipated in such forward looking statements.
- ----------------------------------------------
ITEM 3. EVENTS SUBSEQUENT TO THE THIRD QUARTER
- ----------------------------------------------
No material events have taken place subsequent to the end of the third quarter.
- -------------------------------
ITEM 4. RESULTS OF OPERATIONS
- -------------------------------
The Company's "Total Liabilities and Stockholder's Equity" for quarter
ending September 30,1999 was, $18,701,765. The "Consolidated Statement of
Operations"set forth on Page__ of the attached Financial Statements, indicates
that the Net Sales increased in the three month period from the end of the
second quarter, June 30, 1999, to the third quarter ending September 30,1999 by
$2248,865. The Gross Margin increased in the third quarter by $370,242. On the
"Consolidated Statement of Stockholders Equity" page of the attached Financials
under the "Additional Paid-In Capital" column, indicates that the Contribution
of capital by shareholders for the third quarter ending September 30, 1999 was
$3,733,517. The net income for the nine months ended September 30, 1999 was
$172,998 as opposed to $213,995 for the same period ended September 30, 1998.
The Net Cash provided by Operating Activities was $195,960 for the nine months
ended September 30, 1999. That figure was $2,577,131 for that time period ended
September 30, 1998. The Net Cash (Used) by Investing Activities increase from
$1,178,117 for the period ended September 30, 1998 to $1,455,168 for the third
quarter ended September 30, 1999. The Net Cash Provided by Financing Activities
was $1,672,934 for this nine month period ended September 30, 1999 as opposed to
a negative $1,228,701 for the same nine month period ended September 30, 1998.
The Net Increase in Cash was $413,726, a $243,413 difference from the same nine
month period ended September 30, 1998. The Cash and Cash Equivalents at the End
of the Period was $839,407 as opposed to $413,421 in September 30, 1998, an
increase of $425, 986.
- ------------------------------------------
ITEM 5. CAPITAL RESOURCES AND LIQUIDITY
- ------------------------------------------
During the third quarter ending September 30, 1999, the Company issued
28,850 unregistered shares for $459,770. In 1998 Kitty Chow paid $17,700 of the
Company's expenses. During this third quarter just ended, the Company issued
Kitty Chow 8,850 shares as re-payment.
PART II
- ------------------------------
ITEM 6. LEGAL PROCEEDINGS
- ------------------------------
The following material developments are presently pending regarding the
Company's legal proceedings:
Oasis International Hotel & Casino, Inc. v. China Food and Beverage
Company - Suit was filed in the Supreme Court of the State of New York, Case
Number 114222/99 on June 14, 1999. In April 1996, the Company received a cash
advance in the amount of $160,000 from Pienne Chow ("Chow"). On or about October
8, 1997, the Company executed a Promissory Note in favor of Chow for the
aforementioned $160,000 together with interest. On or about December 3, 1998,
Chow assigned her right, title and interest in said Note to Oasis International
Hotel & Casino, Inc. ("Oasis") and Oasis sued the Company on the same. The
Company is still in settlement negotiations with Oasis.
13
<PAGE>
Securities and Exchange Commission v. China Food & Beverage, James C.
Tilton, et al. - On July 14, 1999, the Securities and Exchange Commission
("SEC") in the United States District Court, Southern District of Florida, Civil
Action No. 99-1968-CIV-GOLD, filed a Complaint for Injunctive and Other
Equitable Relief, as well as a Temporary Restraining Order against, et al, the
Company and James C. Tilton ("Tilton") individually who is the Company's chief
executive officer. On April 15, 1999, the Company entered into a Consulting
Agreement with The Globus Group, Inc. ("Globus"), a Nevada corporation, whereby
Globus was to ac8t as a "...marketing consultant/promoter..." of the Company.
The complaint alleges that the Company, knowing ly or unknowingly disseminated
material to the public based on Globus' false representations to the Company.
The complaint further alleges that when informed that Globus was engaging in
this and other improper activities that might result in creating false
impressions with the public, Tilton did not take appropriate corrective action
quickly enough.
As soon as the Company became aware of the SEC's complaint, the Company
took immediate steps to investigate the allegations against Globus. After
numerous attempts to contact Globus, without success, the Company's Officers and
Board of Directors felt it was in the Company's best interest to formally
terminated the aforementioned Consulting Agreement with Globus.
Negotiations regarding a settlement between the Company and
representatives from the SEC are pending.
- ------------------------------------------
ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) There are no exhibits that are required to be attached by Item 601 of
Regulation S-B
(b) Reports on Form 8-K. No reports were filed on Form 8-K during the
quarter.
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 this __ day of November,1999.
CHINA FOOD AND BEVERAGE
/s/ James Tilton
-------------------
James Tilton, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/James Tilton Chief Executive Officer, November 17, 1999
- --------------- President,Treasurer and Director
James Tilton
/s/Stanley Merdinger Director November 17, 1999
- ----------------
Stanley Merdinger
/s/Jane Zheng Secretary and Director November 17, 1999
- -----------------
Jane Zheng
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> SEP-30-1999
<CASH> 839407
<SECURITIES> 0
<RECEIVABLES> 3137967
<ALLOWANCES> (102185)
<INVENTORY> 1768808
<CURRENT-ASSETS> 5638997
<PP&E> 12920942
<DEPRECIATION> (3095557)
<TOTAL-ASSETS> 18701765
<CURRENT-LIABILITIES> 8313203
<BONDS> 0
0
0
<COMMON> 5501
<OTHER-SE> 6032542
<TOTAL-LIABILITY-AND-EQUITY> 18701765
<SALES> 13100164
<TOTAL-REVENUES> 13100164
<CGS> 8520737
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1599613
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 321558
<INCOME-PRETAX> 268256
<INCOME-TAX> 2009962
<INCOME-CONTINUING> 172998
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 172998
<EPS-BASIC> .04
<EPS-DILUTED> .04
</TABLE>
