UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(x)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
         1934 (FEE REQUIRED) For the fiscal year ended August 31, 1999
                                                      -----------------

( )      TRANSACTION REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
         For the transaction period from                   to
                                         ----------------     ------------------

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

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

                  Nevada                                     98-0203170
--------------------------------------------          --------------------------
State or other jurisdiction of incorporation          (I.R.S. Employee I.D. No.)
or organization

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

Issuer's telephone number, including area code             1-604-970-7892
                                               ---------------------------------

Securities registered pursuant to section 12 (b) of the Act:

Title of each share                  Name of each exchange on which registered
        None                                         None
-------------------                  -------------------------------------------

Securities registered pursuant to Section 12 (g) of the Act:

        None
-------------------
(Title of Class)

Check  whether the Issuer (1) filed all reports  required to be filed by section
13 or 15 (d) of the  Exchange  Act  during  the past 12 months (or for a shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                  (1)   Yes [  ]  No [X]           (2)      Yes [X]    No [  ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:  $     -0-
                                                            -----------

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specific date within the past 60 days.

<PAGE>

As at August 31, 1999,  the  aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.

           (THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                                LAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of August 31, 1999, the Company has 13,562,480  shares of common stock issued
and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB  (eg.,  Part I, Part II,  etc.) into which the  documents is
incorporated:

         (1)      Any annual report to security holders;

         (2)      Any proxy or other information statement;

         (3)      Any prospectus filed pursuant to Rule 424 (b) or (c) under the
                  Securities act of 1933.

NONE


















                                       2

<PAGE>

                                TABLE OF CONTENTS

================================================================================
<TABLE>
<CAPTION>


PART 1
------                                                                                                Page
                                                                                                      ----
<S>                                                                                                   <C>

ITEM 1.          DESCRIPTION OF BUSINESS                                                               4

ITEM 2.          DESCRIPTION OF PROPERTY                                                               4

ITEM 3.          LEGAL PROCEEDINGS                                                                     4

ITEM 4.          SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS                                   4

PART II
-------

ITEM 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                                                                                                       5

ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                                                                                       5

ITEM 7.          FINANCIAL STATEMENTS                                                                  6

ITEM 8.          CHANGES IN AND DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING
                 AND  FINANCIAL DISCLOSURE                                                             6

PART III
--------

ITEM 9.          DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS,
                 COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
                                                                                                       6

ITEM 10.         EXECUTIVE COMPENSATION                                                                9

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT                         9

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                        10

PART IV
-------

ITEM 13.         EXHIBITS                                                                              11

</TABLE>

                                       3

<PAGE>


                                     PART 1
================================================================================

                         ITEM 1. DESCRIPTION OF BUSINESS

================================================================================

HISTORY AND ORGANIZATION

Vancouver's Finest Coffee Company.,  a Nevada  corporation (the "Company"),  was
incorporated  on September  15,  1998.  The Company has no  subsidiaries  and no
affiliated companies. The Company's executive offices are located at Box 28567 -
4050 East Hastings Street, Vancouver, British Columbia, Canada, V5C 2H9.

The Company's  articles of incorporation  currently  provide that the Company is
authorized to issue  200,000,000  shares of common  stock,  par value $0.001 per
share. As at August 31, 1999 there were 13,562,480 shares outstanding.

The Company is a start-up  company  founded for the purpose of building a retail
premium  coffee  business  that sells  premium  quality  coffee  drinks  through
company-owned  and  operated  retail  kiosks.  The  Company's  objective  is  to
establish  itself as the leading  purveyor of premium  coffee  kiosks in Greater
Vancouver area, a market that is not fully exploited at the current time.

================================================================================

                        ITEM 2. DESCRIPTION OF PROPERTIES

================================================================================

The Company's plan is to locate  twenty-five  company-owned  and operated retail
kiosks in the Greater  Vancouver area in a period of two years.  The twenty-five
kiosks will be centrally  located and  clustered  in close  proximity to achieve
operating and marketing efficiencies and to enhance awareness of the Vancouver's
Finest Coffee Company brand.  The Company will locate the twenty-five  kiosks in
high-foot traffic, high-visibility, key intercept market locations.

================================================================================

                            ITEM 3. LEGAL PROCEEDINGS

================================================================================

There are no legal  proceedings  to which the Company is a party or to which its
property is subject, nor to the best of management's  knowledge are any material
legal proceedings contemplated.

================================================================================

          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

================================================================================

No matters were  submitted to a vote of  shareholders  of the Company during the
fiscal year ended August 31, 1999.


                                       4

<PAGE>


                                     PART II
================================================================================

            ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                                    MATTERS

================================================================================

During  the past  year  there has been no  established  trading  market  for the
Company's  common  stock.  Since its  inception,  the  Company  has not paid any
dividends on its common stock,  and the Company does not anticipate that it will
pay dividends in the foreseeable  future.  As at August 31, 1999 the Company had
44 shareholders of which 3 are directors and officers.

================================================================================

              ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                                  OF OPERATION

================================================================================

         OVERVIEW

The Company was  incorporated  on September 15, 1998 under the laws of the State
of Nevada.  The Company's  articles of incorporation  currently provide that the
Company is authorized  to issue  200,000,000  shares of common stock,  par value
$0.001  per  share.  As  at  August  31,  1999  there  were  13,562,480   shares
outstanding.  The  Company is engaged in the  marketing  and sales of coffee and
coffee  accessories by way of retail  kiosks.  No sales have been make as at the
date of this Form 10-KSB.

The Company is in the development  stage.  The Company does not have a quotation
for its shares on any stock  market at this time.  The Company has no revenue to
date from the development of its retail kiosk system,  and its ability to effect
its plans for the future  will depend on the  availability  of  financing.  Such
financing  will be required to develop the  Company's  kiosk  system  whereby it
becomes a viable commercial  enterprise.  The Company anticipates obtaining such
funds from its directors and officers,  financial  institutions or by way of the
sale of its capital stock in the future,  but there can be no assurance that the
Company  will be  successful  in  obtaining  additional  capital  for its  kiosk
activities  from  the  sale  of  its  capital  stock  or  in  otherwise  raising
substantial capital.

Liquidity and Capital Resources

As at August  31,  1999,  the  Company  had  $20,534  of  assets,  and $7,379 of
liabilities,  including cash or cash  equivalents  amounting to $20,534.  Of the
$7,379 in liabilities, $4,500 is owed to a related party.

The Company has no contractual obligations for either lease premises, employment
agreements and has made no commitments to acquire any asset of any nature.


                                       5

<PAGE>


Results of Operations

Since inception the Company has  investigated the viability of its kiosk concept
by obtaining quotations on construction of kiosk,  pricing of equipment,  rental
of space and personnel required in the future.

================================================================================

                          ITEM 7. FINANCIAL STATEMENTS

================================================================================

The  financial  statements  of the Company are included  following the signature
page to this Form 10-KSB.

================================================================================

             ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
                      ACCOUNTING AND FINANCIAL DISCLOSURE

================================================================================

From inception to date, the Company's principal  accountant is Andersen Andersen
& Strong,  L.C. of Salt Lake City,  Utah.  The firm's report for the period from
inception to August 31, 1999 did not contain any adverse  opinion or disclaimer,
nor  were  there  any  disagreements   between   management  and  the  Company's
accountants.

                                    PART III
================================================================================

            ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND
             CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE
                                  EXCHANGE ACT

================================================================================

The  following  table sets  forth as of August  31,  1999,  the name,  age,  and
position of each executive officers and directors and the term of office of each
director of the Company.

                                                                    Term as
                                                                   Director
         Name            Age            Position Held                Since
         ----            ---            -------------                -----

    Kirsten Wilson       28        President and Director            1998

    Ryan Wilson          29        Secretary Treasurer and           1998
                                           Director

    Fred Burns           54        Director                          1998

Each  director  of the  Company  serves  for a term of one  year and  until  his
successor  is elected  at the  Company's  annual  shareholders'  meeting  and is
qualified,  subject to  removal  by the  Company's  shareholders.  Each  officer
serves,  at the pleasure of the board of  directors,  for a term of one year and
until his  successor  is elected at the annual  general  meeting of the board of
directors and is qualified.

                                       6

<PAGE>

Set  forth  below is  certain  biographical  information  regarding  each of the
Company's executive officers and directors.

KIRSTEN WILSON,  28, is the President and a Director of the  Registrant.  Having
graduated  from Simon  Fraser  University  in 1994 with a Bachelor  of  Business
Administration  and a Bachelor of Applied Science  (Communications),  Ms. Wilson
entered  into  the  family  business;   being  a  general   contracting  company
specializing  in gravel pit sales.  Her main  function is as office  manager and
controller with  responsibilities in cost accounting,  financial  accounting and
various communication functions with the British Columbia Government relating to
the building of highways.  From 1995 to 1998 she spearheaded the  administrative
and organizational  restructuring of that company, resulting in an overhead cost
savings of  CDN$1,000,000  per annum.  Recently  Ms.  Wilson has enrolled in the
Certified  Management  Accountants  course in order to obtain her degree in this
area. Ms. Wilson brings private  organizational and system management experience
to the Registrant.

RYAN WILSON,  29, is the Secretary  Treasurer and a Director of the  Registrant.
After having  graduated from the University of British  Columbia with a Bachelor
of Arts in Economics Mr. Wilson obtained his Masters of Business Administration.
Since  graduation Mr. Wilson has been employed with Schindler  Elevators  Corp.,
one of the Fortune 500 companies, and has risen to the position of Regional Vice
President.  His  responsibilities  include  managing  all aspect of the regional
business  including  financial  reporting,   labor  negotiations  and  strategic
planning. In addition,  Mr. Wilson is President and Managing Director of his own
private consulting firm. He brings to the Registrant a vast amount of experience
in operating and managing a business.

FRED BURNS,  54, is a director of the Registrant.  Mr. Burns spent five years at
Queens  University  in  Belfast,  Ireland  where he  obtained a Bachelor of Arts
degree in Mechanical Engineering. Upon moving to Canada, Mr. Burns started Burns
Mechanical, a construction plumbing firm, in which he has been president for the
past twenty five years. This is a private company owned by Mr. Burns.

To the knowledge of management, during the past five years, no present or former
director,  executive  officer or person  nominated  to become a  director  or an
executive officer of the Company:

(1)      filed a  petition  under  the  federal  bankruptcy  laws  or any  state
         insolvency  law, nor had a receiver,  fiscal  agent or similar  officer
         appointed by the court for the business or property of such person,  or
         any  partnership  in which he was a general  partner  at or within  two
         years before the time of such filings;

(2)      was  convicted in a criminal  proceeding  or named subject of a pending
         criminal  proceeding  (excluding  traffic  violations  and other  minor
         offenses);

(3)      was the  subject of any order,  judgment  or decree,  not  subsequently
         reversed, suspended or vacated, of any court of competent jurisdiction,
         permanently  or temporarily  enjoining him from or otherwise  limiting,
         the following activities:

         (i)      acting as a futures commission  merchant,  introducing broker,
                  commodity  trading  advisor,  commodity pool  operator,  floor
                  broker,  leverage

                                       7

<PAGE>
                  transaction   merchant,   associated  person  of  any  of  the
                  foregoing, or as an investment advisor, underwriter, broker or
                  dealer in securities,  or as an affiliate person,  director or
                  employee  of  any  investment   company,  or  engaging  in  or
                  continuing  any conduct or practice  in  connection  with such
                  activity;

         (ii)     engaging in any type of business practice; or

         (iii)    engaging in any activities in connection  with the purchase or
                  sale of any security or commodity  or in  connection  with any
                  violation  of  federal  or state  securities  laws or  federal
                  commodities laws;

(4)      was the subject of any order,  judgment,  or decree,  not  subsequently
         reversed,  suspended,  or vacated,  of any  federal or state  authority
         barring,  suspending  or  otherwise  limiting for more than 60 days the
         right of such person to engage in any  activity  described  above under
         this  Item,  or to be  associated  with  persons  engaged  in any  such
         activities;

(5)      was found by a court of competent  jurisdiction in a civil action or by
         the Securities and Exchange  Commission to have violated any federal or
         state  securities law, and the judgment in such civil action or finding
         by the  Securities and Exchange  Commission  has not been  subsequently
         reversed, suspended, or vacated.

(6)      was found by a court of competent  jurisdiction in a civil action or by
         the Commodity  Futures Trading  Commission to have violated any federal
         commodities  law,  and the  judgment in such civil action or finding by
         the Commodity  Futures  Trading  Commission  has not been  subsequently
         reversed, suspended or vacated.

               COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

The Company  knows of no director,  officer,  beneficial  owner of more than ten
percent of any class of equity securities of the registrant  registered pursuant
to Section 12 ("Reporting  Person") that failed to file any reports  required to
be furnished  pursuant to Section 16(a).  Other than those disclosed  below, the
registrant knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.

The following  table sets forth as at August 31, 1999,  the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.

Name                                Position                  Report to be Filed
----                                --------                  ------------------

Kirsten Wilson             President and Director                    Form 3

Ryan Wilson                Secretary Treasurer and                   Form 3
                           Director

Fred Burns                 Director                                  Form 3



                                       8

<PAGE>

================================================================================

                         ITEM 10. EXECUTIVE COMPENSATION

================================================================================

CASH COMPENSATION

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal year ended August 31, 1999.

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

PENSION TABLE

None

OTHER COMPENSATION

None

COMPENSATION OF DIRECTORS

None

TERMINATION OF EMPLOYMENT

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received   from  the  Company,   with  respect  to  any  person  named  in  Cash
Consideration  set out above  which  would in any way result in  payments to any
such person because of his resignation, retirement, or other termination of such
person's  employment  with the  Company  or its  subsidiaries,  or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

================================================================================

            ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

================================================================================

The following  table sets forth as at August 31, 1999,  the name and address and
the number of shares of the Company's  common stock,  with a par value of $0.001
per share,  held of record or beneficially by each person who held of record, or
was known by the  Company  to own  beneficially,  more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

                                       9
<PAGE>



             Name and Address                             Amount
               of Beneficial            Nature of     of Beneficial     Percent
                  Owner                Ownership (1)    Ownership       of Class
                  ------               ----------       ----------      -------

KIRSTEN WILSON                           Direct          4,500,000       33.18%
Box 28567 - 4050 E. Hastings St.
Vancouver, British Columbia
Canada, V5C 2H9

RYAN WILSON                              Direct          1,000,000         7.37%
Box 28567 - 4050 E. Hastings St.
Vancouver, British Columbia
Canada, V5C 2H9

FRED BURNS                               Direct            500,000         3.69%
104 - 585 Austin Avenue
Coquitlam, British Columbia
Canada, V3K 3N2

       All Officers and Directors        Direct          6,000,000        44.24%
       as a Group ( 3 persons )

(1)      All shares owned  directly are owned  beneficially  and of record,  and
         such  shareholder has sole voting,  investment and  dispositive  power,
         unless otherwise noted.


================================================================================

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

================================================================================

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated  below,  there were no material  transactions,  or series of
similar  transactions,  since  inception  of the  Company and during its current
fiscal  period,  or any currently  proposed  transactions,  or series of similar
transactions,  to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security  holder who is known by the  Company  to own of record or  beneficially
more than 5% of any class of the Company's  common  stock,  or any member of the
immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS OF MANAGEMENT

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a part,  in which the amount  involved  exceeded  $60,000 and in which any
director  or  executive  officer,  or any  security

                                       10

<PAGE>

holder who is known to the Company to own of record or beneficially more than 5%
of the  common  shares of the  Company's  capital  stock,  or any  member of the
immediate family of any of the foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

The Company does not have promoters and has no transactions with any promoters.


                                     PART IV

================================================================================

                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

================================================================================

(a)  (1)    FINANCIAL STATEMENTS.

The following financial statements are included in this report:

<TABLE>
<CAPTION>


Title of Document                                                                          Page
-----------------                                                                          ----
<S>                                                                                        <C>

Report of Andersen, Andersen & Strong, Certified Public Accountants                          13

Balance Sheet as at August 31, 1999                                                          14

Statement of Operations for the period from September 15, 1998 (Date of
         Inception) to August 31, 1999                                                       15

Statement in Changes in Stockholders' Equity for the period from September
         15, 1998 (Date of Inception) to August 31, 1999                                     16

Statement of Cash Flows for the period from September 15, 1998 (Date of
         Inception) to August 31, 1999                                                       17

Notes to the Financial Statements                                                            18

</TABLE>


(a)  (2)   FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included as part of this report:

None.

(a)  (3)   EXHIBITS

The following exhibits are included as part of this report by reference:

None.

                                       11

<PAGE>

================================================================================

                                   SIGNATURES

================================================================================

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
Company and in its capacities and on the date indicated:

                                          VANCOUVER'S FINEST COFFEE COMPANY


Date:    December 15, 1999                By:
                                          --------------------------------------
                                          Kirsten Wilson, President and Director


Date:    December 15, 1999                By:
                                          --------------------------------------
                                          Ryan Wilson, Secretary Treasurer
                                                   and Director












                                       12

<PAGE>
<TABLE>
<CAPTION>

<S>                                                                  <C>
ANDERSEN ANDERSEN & STRONG, L.C.                                     941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board             Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA                                     Telephone 801-486-0096
                                                                                   Fax 801-486-0098
                                                                         E-mail Kandersen @ msn.com

</TABLE>


Board of Directors
Vancouver's Finest Coffee Company
Vancouver B. C. Canada

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the  accompanying  balance  sheet of  Vancouver's  Finest Coffee
Company (a  development  stage company) at August 31, 1999, and the statement of
operations,  stockholders'  equity, and cash flows for the period from September
15, 1998 (date of inception) to August 31, 1999. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  balance  sheet  is free of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in the  balance  sheet.  An audit also  includes
assessing the  accounting  principles  used and  significant  estimates  made by
management as well as evaluating  the overall  balance  sheet  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of  Vancouver's  Finest Coffee
Company at August 31, 1999,  and the results of  operations,  and cash flows for
the period from  September  15, 1998 (date of  inception) to August 31, 1999, in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company is in the  development
stage and will need additional  working capital for its planned activity,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to these  matters are  described in Note 5 . These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


Salt Lake City, Utah                          /s/  "Andersen Andersen & Strong"
December 3, 1999



         A member of ACF International with affiliated offices worldwide


                                       13

<PAGE>



                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 AUGUST 31, 1999

================================================================================

ASSETS

CURRENT ASSETS

     Cash                                                              $ 20,534
                                                                       --------

           Total Current Assets                                          20,534
                                                                       ========



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

      Accounts payable - related party                                 $  4,500
      Accounts payable                                                 $  2,879
                                                                       --------

            Total Current Liabilities                                     7,379
                                                                       --------

STOCKHOLDERS' EQUITY

Common stock

      200,000,000 shares authorized, at $0.001 par
      value; 13,562,480 shares issued and outstanding                    13,562

Capital in excess of par value                                           18,186

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

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

                                                                       $ 20,534
                                                                       ========




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


                                       14

<PAGE>


                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
                     FOR THE PERIOD FROM SEPTEMBER 15 , 1998
                     (DATE OF INCEPTION) TO AUGUST 31, 1999

================================================================================


REVENUES                                                            $      --

EXPENSES                                                                 18,593
                                                                    -----------

NET LOSS                                                            $   (18,593)
                                                                    ===========



NET LOSS PER COMMON SHARE

     Basic                                                          $     (.002)
                                                                    ===========


AVERAGE OUTSTANDING SHARES

     Basic                                                            7,991,000
                                                                    ===========
















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

                                       15

<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 AUGUST 31, 1999

================================================================================

<TABLE>
<CAPTION>


                                                                               COMMON STOCK            CAPITAL IN
                                                                               ------------            EXCESS OF        ACCUMULATED
                                                                         SHARES           AMOUNT       PAR VALUE          DEFICIT
                                                                         ------           ------       ---------          -------

<S>                                                                      <C>              <C>           <C>              <C>

BALANCE SEPTEMBER 15, 1998 (date of inception)                              --         $     --         $     --         $     --

Issuance of common stock for cash
  at $.001 - February 5, 1999                                          6,000,000            6,000             --               --

Issuance of common stock for cash
  at $.002- February 7, 1999                                           7,500,000            7,500            7,500             --

Issuance of common stock for cash
  at $.10 -  February 23, 1999                                            62,480               62            6,186             --

Capital contributions - expenses
  Paid by officer                                                           --               --              4,500

Net operating loss for the period from
    September 15, 1998 to August 31, 1999                                   --               --               --            (18,593)

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

BALANCE AUGUST 31, 1999                                               13,562,480       $   13,562       $   18,186       $  (18,593)
                                                                      ==========       ==========       ==========       ==========

</TABLE>







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




                                       16

<PAGE>



                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                     FOR THE PERIOD FROM SEPTEMBER 15, 1998
                     (DATE OF INCEPTION) TO AUGUST 31, 1999

================================================================================

CASH FLOWS FROM
     OPERATING ACTIVITIES:

Net loss                                                         $(18,593)

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

    Change in accounts payable                                      2,879
    Capital contribution - expenses                                 4,500
                                                                               .
                                                                 --------
Net Cash From Operations                                          (11,214)
                                                                 --------

CASH FLOWS FROM INVESTING
    ACTIVITIES:                                                   (    --)
                                                                 --------

CASH FLOWS FROM FINANCING
    ACTIVITIES:

       Proceeds from loan - related party                           4,500
       Proceeds from issuance of common stock                      27,248
                                                                 --------

Net Increase in Cash                                               20,534

Cash at Beginning of Period                                            --
                                                                 --------

Cash at End of Period                                            $ 20,534
                                                                 ========


SCHEDULE OF NONCASH FLOWS FROM OPERATING ACTIVITIES

    Capital contributions - expenses paid by officer             $  4,500
                                                                 ========




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


                                       17


<PAGE>

                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

================================================================================

1.   ORGANIZATION

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

The Company was organized for the purpose of marketing  retail  specialty coffee
through the establishment of coffee kiosks however it had not started operations
by the report date.

The Company is in the development stage.

Since its inception the Company has  completed  three  Regulation D offerings of
13,562,480 shares of its capital stock for cash.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES

Accounting, Methods

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

On August 31,  1999,  the  Company  had a net  operating  loss carry  forward of
$18,592.  The tax benefit  from the loss carry  forward has been fully offset by
valuation  reserve  because the use of the future tax benefit is  undeterminable
since the Company has no operations. The net operating loss will expire in 2019.

Earning (Loss) Per Share

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number  of  shares  actually  outstanding  using the  treasury  stock  method in
accordance with FASB statement No. 128.

Cash and Cash Equivalents

The Company considers all highly liquid  instruments  purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.





                                       18

<PAGE>

                        VANCOUVER'S FINEST COFFEE COMPANY
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

================================================================================


Financial Instruments

The carrying  amounts of financial  instruments,  including  cash,  and accounts
payable,  are considered by management to be their estimated fair values.  These
values are not  necessarily  indicative  of the amounts  that the Company  could
realize in a current market exchange.

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

4.       RELATED PARTY TRANSACTIONS

Related parties have acquired 44% of the common stock issued.


5.       GOING CONCERN

Management is currently seeking opportunities to establish coffee kiosks for the
retail sales of a specialty  coffee. To be successful in this effort the Company
will need additional working capital.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
funding through loans from officers, loans from financial institutions,  or sale
of its common  stock,  which will  enable the  Company to operate for the coming
year.

Continuation  of the Company as a going concern for the coming year is dependent
upon receiving the funding needed and there can be no assurance that the Company
will be successful in its efforts to obtain the needed working capital.




                                       19