10KSB: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]
Published on March 29, 2000
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 September 30, 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
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Commission File number 0001074828
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CIGAR KING CORPORATION
-------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 91-1948357
- ------------------------------------ ---------------------------
State or other jurisdiction of (I.R.S. Employee I.D. No.)
incorporation or organization
825 - 1200 West 73rd Avenue
Vancouver, BC, Canada V6P 6G5
- ------------------------------------ ---------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 1-604-267-1100
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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.
As at September 30, 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 September 30, 1999, the Company has 10,535,000 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
TABLE OF CONTENTS
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PART 1
Page
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 5
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
ITEM 7. FINANCIAL STATEMENTS 6
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL 6
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS, COMPLIANCE WITH 6
ITEM 10. EXECUTIVE COMPENSATION 9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT 10
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 11
PART IV
ITEM 13. EXHIBITS 11
PART 1
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ITEM 1. DESCRIPTION OF BUSINESS
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History and Organization
Cigar King Corporation, a Nevada corporation (the "Company"), was incorporated
on October 8, 1998. The Company has no subsidiaries and no affiliated companies.
The Company's executive offices are located at Suite 825 - 1200 West 73rd
Avenue, British Columbia, Canada, V6P 6G5.
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 September 30, 1999 there were 10,535,000 shares outstanding.
On November 24, 1998 the Company acquired the exclusive rights to market high
quality cigars through a climate controlled kiosk merchandise display case,
known as the King Climate Control, by the payment of $50,000.
.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's kiosk concept is its main property. A kiosk will either be a free
standing vending humidor which will require no employees present or an
employee-manned kiosk.
If the kiosk is a free standing humidor it will be approximately 76 inches in
height, 31 inches in width and 32 inches in depth. It will weigh approximately
500 pounds and be purified deionized water cooled to maintain the freshness of
the cigars. In addition, it is anticipated the free standing humidor will have a
digital readout, a $5, $10 and $20 bill validation system and credit card
validation system - Mastercard, Visa and American Express. The selection of
cigars will be displayed at the front of the kiosk and a number coding system
will allow for selection.
The employee-manned kiosk will be larger in design than that of the free
standing humidor since it will have a larger selection of cigars and offer for
sale various cigar accessories. This type of kiosk will be designed in such a
way as to create a pleasant looking effect upon the surrounding area and can be
located in areas not normally large enough for regular retail space.
Offices
The Company's executive offices are located at Suite 825 - 1200 West 73rd
Avenue, Vancouver, British Columbia, Canada, V6P 6G5. The office is located in
premises which are used by the President of the Company for other business
interests. There is no charge to the Company for using this office.
4
Other Property
The Company does not own any other property other than the rights to the Cigar
King concept.
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ITEM 3. LEGAL PROCEEDINGS
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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.
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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 September 30, 1999.
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 September 30, 1999 the Company
had 37 shareholders.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
================================================================================
Overview
The Company was incorporated on October 8, 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 September 30, 1999 there were 10,535,000 shares
outstanding.
5
Liquidity and Capital Resources
- -------------------------------
As at September 30, 1999, the Company had $58,152 of assets, and $4,500 of
liabilities, including cash or cash equivalents amounting to $8,024.
The Company has no contractual obligations for either lease premises or
employment agreements.
Results of Operations
- ---------------------
The Company has had no revenues from operations since its inception.
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ITEM 7. FINANCIAL STATEMENTS
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The financial statements of the Company are included following the signature
page to this Form 10-SB.
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ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
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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 September 30, 1999 did not contain any adverse opinion or
disclaimer, nor were there any disagreements between management and the
Company's accountants.
PART 111
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ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
SECTION 16 (a) OF THE EXCHANGE ACT
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The following table sets forth as of September 30, 1999, the name, age, and
position of each executive officers and directors and the term of office of each
director of the Company.
6
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.
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.
STEVEN BRUCE graduated from Simon Fraser University in 1981 with a Bachelor of
Commerce degree in Economics. Since graduation he has been employed with New
Generation Power Corp. as Vice-President and Chief Operational Officer. While
employed wwith New Generation Power his duties included power contract
negotiation, project financing and administration over all aspects of the
accounting and financial functions. Subsequently Mr. Bruce became Vice-President
and Chief Financial Officer of Newgen Environmental Systems Inc., a company
listed on the Alberta Stock Exchange ("Exchange") in Calgary, Alberta, Canada,
and specialized in all aspects of the development of the company and in
compliance reporting with the Exchange.
MICHAEL J. KENNAUGH graduated from the University of British Columbia with a
degree in real estate appraisal. Subsequent to graduation he was employed by
various real estate companies before starting his own real estate appraisal
firm.
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 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
7
(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 September 30, 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
- ---- -------- ------------------
Steven Bruce President and Director Form 3
Michael Kennaugh Secretary Treasurer Form 3
and Director
8
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ITEM 10. EXECUTIVE COMPENSATION
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Cash Compensation
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal year ended September 30, 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 Compensation
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.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
================================================================================
The following table sets forth as at September 30, 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
(1) All shares owned directly are owned beneficially and of record, and
such shareholder has sole voting, investment and dispositive power,
unless otherwise noted.
(11) Former Director and Officer of the Company.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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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 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.
10
Transactions with Promoters
The Company does not have promoters and has no transactions with any promoters.
PART IV
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
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(a) (1) Financial Statements.
The following financial statements are included in this report:
Title of Document Page
- ----------------- ----
Report of Andersen, Andersen & Strong, Certified Public Accountants 13
Balance Sheet as at September 30, 1999 14
Statement of Operations for the period from October 8, 1998 (Date of
Inception) to September 30, 1999 15
Statement in Changes in Stockholders' Equity for the period from October 8
, 1998 (Date of Inception) to September 30, 1999 16
Statement of Cash Flows for the period from October 8, 1998 (Date of
Inception) to September 30, 1999 17
Notes to the Financial Statements 18
(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
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:
CIGAR KING CORPORATION
Date: March 24, 2000 By: //s// "Steven Bruce"
-------------------------
Steven Bruce, President and Director
Date: March 24, 2000 By: //s// "Michael Kennaugh"
-----------------------------
Michael Kennaugh, Secretary Treasurer
and Director
12
Board of Directors
Cigar King Corporation
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Cigar King Corporation (a
development stage company) at September 30, 1999, and the statement of
operations, stockholders' equity, and cash flows for the period October 8, 1998
(date of inception) to September 30, 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 financial statements are free of material
misstatement. 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 Cigar King Corporation at
September 30, 1999, and the results of operations, and cash flows for the period
October 8, 1998 (date of inception) to September 30, 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 does not have the necessary 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
CIGAR KING CORPORATION
(Development Stage Company)
BALANCE SHEET
September 30, 1999
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ASSETS
CURRENT ASSETS
Cash $8,024
Accounts receivable 128
------
Total Current Assets 8,152
OTHER ASSETS
Rights to Cigar King concept - Note 3 50,000
------
$58,152
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $4,500
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Total Current Liabilities 4,500
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STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 10,535,000 shares issued and outstanding 10,535
Capital in excess of par value 70,865
Deficit accumulated during the development stage (27,748)
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Total Stockholders' Equity 53,652
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$58,152
------
The accompanying notes are an integral part of these financial statements.
14
CIGAR KING CORPORATION
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Period October 8 , 1998
(Date of Inception) to September 30, 1999
================================================================================
REVENUES $ -
EXPENSES 27,748
------
NET LOSS $ 27,748
======
NET LOSS PER COMMON SHARE
Basic $ (.003)
------
AVERAGE OUTSTANDING SHARES
Basic 9,201,000
=========
The accompanying notes are an integral part of these financial
statements.
15
The accompanying notes are an integral part of these financial
statements.
16
CIGAR KING CORPORATION
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period October 8, 1998
(Date of Inception) to September 30, 1999
================================================================================
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (27,748)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Changes in current assets and liabilities
Accounts receivable (128)
Accounts payable 4,500
Capital contributions - expenses 3,650
---------
Net Cash From Operations (19,726)
---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of rights to Cigar King concept (50,000)
---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 77,750
---------
Net Increase in Cash 8,024
---------
Cash at Beginning of Period -
---------
Cash at End of Period $ 8,024
=========
SCHEDULE OF NONCASH FLOWS FROM OPERATING ACTIVITIES
Capital contributions - expenses $ 3,650
=========
The accompanying notes are an integral part of these financial
statements.
17
CIGAR KING CORPORATION
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on October 8,
1998 with authorized common stock of 200,000,000 shares at $0.001 par value.
The Company was organized for the purpose of engaging in quality cigar sales. At
the report date the Company had acquired the right to use the name "Cigar King"
to market high quality cigars. (see note 3).
Since its inception the Company has completed Regulation D offerings of
6,035,000 shares of its common capital stock for cash.
The Company is in the development stage.
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 September 30, 1999, the Company had a net operating loss carry forward of
$27,748. 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 doubtful 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 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
CIGAR KING CORPORATION
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
Financial Instruments
The carrying amounts of financial instruments, including cash, a cigar king
concept 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.
3. PURCHASE OF RIGHTS TO CIGAR KING CONCEPT
On November 24, 1998 the Company acquired the exclusive rights to use the name
"Cigar King" to market high quality cigars through a climate controlled kiosk
merchandise display case, by the payment of $50,000. The purchase price will be
amortized to expense over five years after operations begin.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 43% of the common stock.
5. GOING CONCERN
During the coming year the Company plans to establish a retail sales cigar
outlet location, however on the report date the Company did not have the
necessary working capital to be successful in this effort.
The Company's management believes they can obtain the necessary working capital
needed for its plans, by receiving long term loans from officers, and by
aditional equity funding through sales of its common capital 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