SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             AMENDMENT NO. 3 TO THE
                                  FORM 10-KSB

[ x ]       ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999

[ _ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to ____________

Commission File Number:  333-43497

                              CUIDAO HOLDING CORP.
         --------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            FLORIDA                                            65-0639616
------------------------------------------               -----------------------
(State or other jurisdiction of                          (I.R.S. Employer
            incorporation or organization)                  Identification No.)

2951 SIMMS STREET
HOLLYWOOD, FL                                                  33020-1510
-------------------------------------------              -----------------------
 (Address of principal executive offices)                       (Zip Code)

Issuer's telephone number:  (954) 924-0047

Securities to be registered under Section 12(b) of the Act:

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

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

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:      Mercedes Travis, Esq.
                                       Mintmire & Associates
                                       265 Sunrise Avenue, Suite 204
                                       Palm Beach, FL 33480
                                       Tel: (561) 832-5696 - Fax: (561) 659-5371



<PAGE>



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

     Check if no  disclosure  of  delinquent  filers in  response to Item 405 of
Regulation S_B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this  Form  10KSB or any
amendment to this Form 10_KSB. [X]

     Issuer's revenues for its 1999 fiscal year were $125,057.

     Of the  2,402,175  shares of voting  common of the  registrant  issued  and
outstanding as of December 31, 1999,  830,175 shares are held by non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.



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Item 1. Description of Business

General

         Cuidao Holding Corp.  (the  "Company") was  incorporated  in Florida on
February 12, 1996.  The Company is a  development  stage  corporation  which was
formed to participate in specific niche segments of the United States  alcoholic
beverage  market by acting as an  importer  and  supplier of a variety of beers,
wines and spirits.

Industry

         The  alcoholic  beverage  industry  in the United  States  consists  of
suppliers,  wholesalers  and retailers.  Over the past five years there has been
increasing  consolidation  at the supplier,  wholesaler and, in certain markets,
retailer tiers of the alcoholic beverage industry. During the 1990s, the overall
per capita  consumption  of  alcoholic  beverage  products in the United  States
declined slightly;  however,  consumption of table wine, in particular  varietal
table wine, and imported beer has increased during the period.

         The  following  table sets forth the industry unit volume for shipments
of alcoholic  beverage  products in the three product lines in which the Company
intends to participate  in the United  States.  Data shown is for the five years
ended December 31, 1997:

   Product           1997     1996      1995     1994      1993
     -------         -----    ----      ----     ----      ----

    Wine(1)(2)       213.7    208.9     197.5    193.0    188.6

    Imported
     Beer(3)         194.9    171.8     156.0    144.5    127.4

    Distilled
    Spirits(2)       138.7    138.8     137.3    140.0    144.2
---------------

(1)  Includes  domestic and imported  table,  sparkling and dessert  wine,  wine
     coolers and vermouth.
(2)  Units are in millions of 9-liter case equivalents (2.378 gallons per case).
(3)  Units are in millions of 2.25 gallon cases.


         Wine.

 The United  States wine  industry  consists of the domestic  and foreign  (most
notably French and Italian)  production of three basic wine groups.These  groups
are table wines (wines consumed with a meal), dessert wines (usually sweet wines
consumed  after a meal) and  sparkling  wines  (champagnes).  From 1993 to 1997,
shipments of wine in the United States  increased at an average  compound annual
growth rate of 3%. In 1997,  wine  shipments  increased  by 2% when  compared to
1996,  led by  increased  shipments  of table  wine.  Table wine  accounted  for
approximately  88% of the total United  States wine market in 1997.  The Company
believes that Americans now consume more

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table wine for a number of  reasons  including  favorable  news about the health
benefits of red wine, favorable United States dietary guidelines,  new packaging
regulations and a strong economy.

         Beer.

 Beer has the largest share of the United States alcoholic  beverage market with
a total of  179,600,000  31-gallon  barrels  being sold in the United  States in
1998.  Imported  beer  sales  were up  15.1% in 1998,  to  16,316,000  31-gallon
barrels. This rise in imported beer sales follows a 14.1% increase in 1997 and a
10.3% climb in 1996.

         Spirits.

 Although  shipments  of  spirits in the United  States  declined  at an average
compound  annual growth rate of 1% from 1993 to 1997,  certain types of spirits,
such as vodka, rum, tequila,  brandy and prepared  cocktails have increased.  In
1997,  shipments  of spirits  declined by 0.5% from 1996.  The Company  believes
shipments  of certain  types of spirits  may have been  negatively  affected  by
concerns in the United States about drinking and driving and a shift in consumer
preference  toward lower alcohol or lighter tasting  products like imported beer
and varietal table wines.

Business Strategy

         The  Company's  strategy  is to become a leading  importer,  developer,
manager  and  distributor  of a portfolio  of brands of beer,  wines and spirits
which serve  special  niche  alcoholic  beverage  markets.  Key  elements of the
Company's  strategy  include  making  selective  product   acquisitions  in  the
alcoholic  beverage industry to expand its product  portfolio;  improving market
position  and  capitalizing  on growth  trends  within the  industry;  improving
operating   efficiencies  through  reduced  product  and  organizational  costs;
capitalizing  and  improving on strong  alliance and  wholesaler  relationships;
developing  brand  identification  for its portfolio of products;  and expanding
distribution into new markets and increasing penetration of existing markets.

Product Portfolio

         The Company's  current product  portfolio  encompasses  three principal
product lines: imported beer, wine and spirits.

            Imported Beer.

         The Company's imported beer products currently  consist of four crafted
beers  brewed for the  Company by the  Tsingtao  Brewery  No. 3 in the  People's
Republic of China. The four beer products are a draft, light,  extreme and amber
beer which are bottled and sold under the Company's own "Red Dragon" label.

         The  Tsingtao  Brewery  No.  3 is  located  at the  foot of the Tin Zhu
Mountains in Shangdong  Province.  In producing its beer  products,  the brewery
utilizes a unique patented process which is designed to eliminate all impurities
from the water used in the  brewing  process,  thus  creating a beer which taste
pure and is clear.  The brewing process  utilized by the Tsingtao  Brewery No. 3
has earned the brewery a number of national  quality awards in China such as the
Medal of Most Popular with

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Consumers,  the Medal of Beer  Trusted by  consumers  (issued in the First Light
Industry  Fair),  the title of Qingdao  High Quality  Product,  and the title of
National Ten Best Stars.

         The owner and operator of Tsingtao  Brewery No. 3 is Tsingtao,  China's
most famous beer producer.  Tsingtao's regular beer product, "Tsingtao Beer", is
the number one Chinese  Beer  imported in the United  States and ranks among the
top 50 imported beers (out of over 600 brands) in the United States.


         Wine.

            The Company's wine portfolio  consists of two current  categories of
wine. One is distributed for maximum earning  potential  throughout the State of
Florida  while  the  other  has been  obtained  for the  purpose  of  nationwide
importation and subdistribution rights. Wine that was originally targeted during
1998  for  mass  distribution  became  a  secondary  target  under  management's
direction in 1999.
 With the ability to import and also distribute in the state of Florida in 1999,
management focused its efforts on the Bordeaux Region Chateaus and wine from the
Beaune area of France,  which is know for it's top of the line  Burgandy  wines.
The company's  portfolio of wines currently  consists of wines from a few of the
following  producers:  Maison  Riviere Fils,  Savas,  Sa Cave Du Haut Poitou and
Patriarche.  In addition, the company represents many to numerous to list petite
chateaus from throughout the bordeaux region.

            During 1999,  the Company also  imported  South  African  wines from
Laibach Vineyards.  Met with uncertainty from the retailing community, as to the
demand for South African wines , management is currently evaluating this part of
it's portfolio.

         The Company  sources its wine  products  through a network of producers
and negotiants.  Through its active role in the sourcing  decision,  the Company
makes its own determination as to the quality and price  characteristics  of the
wines that the Company adds to its product portfolio,  and thereby is assured of
its ability to offer wines of quality and value.

         Spirits.

            During  1999,  with  insufficient  working  capital  available,  the
company was unable to properly develop its spirits portfolio.  The Comapany with
the appointment of it's nationwide distribution contract by F.X. De Beukelaer in
1998 still has the rights to import,  distribute  and  develop  those  lucrative
premium spirits n the market place.  In addition to its multiple  flavored fruit
vodka products, DeBeukelaer produces vodka, gin and other prepackaged cocktails.
Management,  upon obtaining  sufficient  capitalization,  will enter the spirits
marketplace after obataining ATF approvals in the fourth (4) quarter of 2000.

Marketing and Distribution

         Presently,  the primary goal of the Company's  marketing strategy is to
develop a broad regional distribution network and to develop brand awareness for
its products.

         The  Company  expects  to sell its  products  to  independent  beverage
distributors  and  wholesalers  for  resale  to  retailers  who  sell  alcoholic
beverages to the consumer. Currently, the Company has

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contractual  relations with seven independent  wholesale  distributors  covering
four states and 10 Caribbean Islands. Independent wholesale distributors (all of
whom may carry other beverage products that compete with the Company's products)
are formally appointed by the Company in a variety of ways throughout the states
in which  the  Company  does  business.  There  are  variations  in  appointment
procedures  which are directly  attributable  to state  alcoholic  beverage laws
mandating  territorial  appointment  (some  exclusive  and some  non-exclusive),
restricting in various ways the Company's  ability to terminate or not renew the
services of wholesale  distributors and providing varying periods and methods of
resolving  contractual  disputes.  Generally,  these  state  laws  vary  from  a
requirement  that good cause be shown for the action taken to a requirement that
compensation be paid to the terminated  distributor for the fair market value of
the lost business.

         In each of its  targeted  markets,  the Company  attempts to select its
distributors  based  on a number  of  factors  including:  (i)  market  strength
measured in terms of financial resources and number and size of accounts served,
(ii) commitment to expend resources to educate consumers and retailers about the
quality  and tastes of the  Company's  beer,  wine and spirits  products,  (iii)
reputation  for customer  service,  including the ability to frequently  service
retail accounts and to merchandise the Company's products  aggressively and (iv)
commitment to community involvement.

         The  Company's  marketing  and sales  program  calls for the Company to
pursue promotional strategies that are designed to create strong brand awareness
built on quality  products,  service to distributors  and product  imaging.  The
Company  believes that grass root  promotion,  word-of-mouth  reputation  and an
identifiable  and favorable  price to quality  value  quotient are the principal
ements of  influencing  consumer  product  selection.  As a result,  the Company
anticipates  devoting  considerable  effort,  through  tastings and  distributor
visits, to educating  distributors and consumers as to the distinctive qualities
of its products.  The Company will participate in localized  promotions designed
to enhance the reputation of the Company and its products.  The Company's  sales
and  marketing  staff  will  focus  principally  on  distributor   training  and
assistance, local promotions, and programs for on-premises consumer and retailer
education.  To build  brand  recognition  in its  target  markets,  the  Company
anticipates  sponsoring or participating in cultural and community events, music
and other  entertainment  performances,  craft and imported  beer  festivals and
cuisine events, and sporting events.

         The  Company  believes  that an  important  function  of its  sales and
marketing  staff will be to elevate  distributor  and retailer  awareness of the
distinctive  qualities of the Company's  beer, wine and spirits  products.  This
will be accomplished  primarily through direct contact with  restaurants,  pubs,
taverns and grocery  chains,  and by  supplying  distributors  with  distinctive
point-of-sale  materials,  including neon signs, posters, table tents, coasters,
calendars, glassware and promotional flyers. The Company's sales staff will meet
frequently  with  distributor  sales  representatives  to jointly  visit  retail
accounts to educate retailers about the quality of the Company's products. This,
in turn, allows retailers to assist in educating consumers.

         The  Company  will  use  distinctive  graphics  in  its  packaging  and
marketing  materials  designed to set the Company's  products  apart and promote
strong brand recognition.  To differentiate its beer products, the Company plans
to sell and  distribute  a line of T-  Shirts,  sweatshirts,  jackets,  hats and
similar products emblazoned with the Company's Red Dragon logo and graphics.

         The Company will also utilize  direct mail,  distributing  a full color
merchandise catalogue to the Company's distributors and retailers.

6

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Competition

         The Company  competes in niche segments of the United States  alcoholic
beverage industry. The Company believes that presently its beer products compete
with imported Asian beers,  its wine products compete with domestic and imported
wines that generally sell in the range of $5.00 to $8.00 per 750 ml bottle,  and
its spirits products compete with a wide range of other spirits products such as
vodka, gin and prepared cocktails.  The principal  competitive factors affecting
the  market  for the  Company's  products  include  product  quality  and taste,
packaging,  price, brand recognition and distribution capabilities.  The Company
believes that its products will compete  favorably overall with respect to these
factors.  However,  absolutely no assurance can be given that the Company or its
products  will  be able to  compete  successfully  against  current  and  future
competitors based on these and other factors.

         The Company  competes  with a variety of  importers  and  suppliers  of
alcoholic beverage products,  many of whom have significantly greater financial,
management,  administrative,  distribution and marketing  resources and a higher
level of brand  recognition  than the  Company.  With  respect to its Red Dragon
brand,  the Company  anticipates  competition  from Monarch Import Co., Inc. the
importers and  distributors  of China's most famous brand,  Tsingtao Beer.  With
respect to its wine and spirits  products,  the Company  expects to compete with
major  importers,  distributors and suppliers of domestic and foreign wines such
as Allied Domecq Spirits and Wine and Canandaigua  Brands, Inc. and Brown-Forman
Corporation.

         The Company  anticipates  increased  competition  in all of the product
markets that it serves.  Increased competition could result in price reductions,
reduced  margins  and loss of market  share,  all of which could have a material
adverse effect on the Company.

Government Regulation

         The alcoholic  beverage industry is highly regulated by federal,  state
and local laws and regulations.  Extensive and complex regulation at the federal
and state  levels has  resulted  in what is known as the  "three-tier  licensing
system".  At the first tier are  manufacturers and importers who are licensed to
sell to the second tier, wholesalers. Wholesalers in turn supply the third tier,
retailers,  who ultimately  sell to the public.  Each tier is subject to various
restrictions on its activities. The Company currently is in the first tier, with
plans to enter the second tier as soon as reasonably practical.

         In addition to the  foregoing,  federal and state laws and  regulations
govern  trade  and  pricing   practices,   permitted   and  required   labeling,
advertising,  promotion and marketing practices, relationships with distributors
and related matters.  For example,  federal and state regulators require warning
labels and signage on the Company's products.

         The Company has obtained all regulatory  permits and licenses necessary
to operate its  business in the states  where the  Company's  products are to be
distributed. Failure on the part of the Company to comply with federal, state or
local  regulations  could result in the loss or  revocation or suspension of the
Company's  licenses,  permits or approvals and accordingly could have a material
adverse effect on the Company's business. The Company does not expect compliance
with such laws and  regulations  to  materially  affect  the  Company's  capital
expenditures, earnings or competitive position.

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Trademarks and Distribution Agreements

         The  Company  has  applied to the United  States  Patent and  Trademark
Office (the "PTO") to register  its Red Dragon  mark.  On February 9, 1998,  the
Company  received  notification  from the PTO that a notice of opposition to the
Company's  application for registration of its Red Dragon mark had been filed by
Desnoes & Geddes,  Ltd.,  a Jamaican  corporation  ("Desnoes  &  Geddes")  which
distributes  beer  products  under the brand names of Dragon  Stout and Midnight
Dragon. The Desnoes & Geddes notice of opposition claimed that the Company's Red
Dragon  mark is  confusingly  and  deceptively  similar to the Dragon  Stout and
Midnight  Dragon  names  and  therefore  the  purchasing  public is likely to be
confused into wrongly  believing that the Company's goods originate with, or are
sponsored by, Desnoes & Geddes.

         On June 1, 1998,  the Company  responded to the Desnoes & Geddes notice
of  opposition  in a manner  designed  to cause  the PTO to  determine  that the
Desnoes & Geddes  notice of  opposition  is without merit and that the Company's
Red  Dragon  mark  should  be  registered.  As of the  date of this  report,  no
determinations have been made by the PTO with respect to this matter.

         Should the Company be unable to register its Red Dragon mark,  then the
Company  may be  required  to obtain  some form of license or other  proprietary
right of third parties from Desnoes & Geddes in  connection  with the use of the
Company's  Red Dragon  mark.  No  assurance  can be given that any  licenses  or
arrangements required for the use of the Red Dragon mark would be made available
on terms acceptable to the Company, if at all.

         The  inability of the Company to use its Red Dragon mark may  adversely
affect the Company's beer distribution  business.  Further, the inability of the
Company to use its Red Dragon  mark in  connection  with its beer  business  may
require the Company to develop and implement alternative trademarks for its beer
business,  which may require the Company to incur  substantial  costs related to
such development and implementation.

         The Company  believes  that an important  aspect of its  business  will
relate to the ongoing  development of its own house brands. As such, the Company
expects to pursue registration of additional trademarks whenever possible and to
oppose  vigorously any  infringement of its marks. As a result of the foregoing,
the  Company  may  in the  future  receive  communications  from  other  parties
asserting that the Company is infringing  certain trademark rights of others. No
assurance  can be given that any such claims will not result in  protracted  and
costly  litigation  and that  damages  for  infringement  will not be  assessed.
Further, there can be no assurance that any of the Company's trademarks will not
be  infringed  upon or  designed  around  by  others,  or that the  Company  can
adequately prosecute or defend any infringements.

         In addition to products that may be sold under  trademarks owned by the
Company,  the Company also imports and distributes  alcoholic  beverage products
under exclusive distribution agreements with suppliers of such products.

            Significant agreements currently include (1) a three year import and
distribution  agreement with Cave du Vignoble Gursonnais  appointing the Company
the exclusive distributor in North

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America  and the  Caribbean  Islands of all wine  products  produced  by Cave du
Vignoble  Gursonnais (which agreement  expires in 1999 and automatically  renews
for  additional  terms of 10 years  each,  unless  either  party gives the other
sufficient  written  notice  of  non-renewal);  (2)  a  three  year  import  and
distribution  agreement  with Les Chais du Prevot  appointing  the  Company  the
exclusive  distributor  in North America and the  Caribbean  Islands of all wine
products  produced by Les Chais du Prevot (which  agreement  expires in 1999 and
automatically  renews for  additional  terms of three years each,  unless either
party gives the other sufficient  written notice of non-renewal);  (3) a 10 year
import and distribution agreement with Vignerons De Buzet appointing the Company
the exclusive distributor in the United States (excluding the State of New York)
and the Caribbean  Islands of all wine  products  produced by Vignerons De Buzet
(which agreement expires in 2007 and  automatically  renews for additional terms
of five years  each,  unless  either  party gives the other  sufficient  written
notice of non-renewal);  and (4) a five year import and  distribution  agreement
with Godet Freres  appointing  the company the  exclusive  distributor  in North
America and the Caribbean  Islands of all champagne  products  produced by Godet
Freres (which agreement expires in 2002 and automatically  renews for additional
terms of five years each, unless either party gives the other sufficient written
notice of non-renewal).

            In addition,  the Company has numerous regional and State of Florida
letters  of  appointment   for  exclusive   distribution  of  wine  produced  or
exclusively marketed from the following companies or caves, Maison Riviere Fils,
Savas, SA Cace Du Haut Poitou, Patriarche (Sovidis) and Laibach Vineyards. These
letters  of  appointment  are  for one  (1) to  three  (3)  year  contracts  and
management  will  evaluate each brand and it's renewal  priorities  prior to the
expiration of each letter of appointment.

            Prior to their expiration,  the foregoing referenced  agreements may
be converted into non- exclusive agreements if the Company fails to meet certain
performance  criteria.   The  Company  believes  that  there  is  a  substantial
likelihood that it will fail to meet the performance criteria established in its
agreements with Cave du Vignoble, Les Chais du Prevot and Godet Freres, and that
such agreements will convert to non-exclusive  agreements.  The Company believes
that given the current  development-stage nature of its business, the conversion
of the foregoing  referenced  agreements into non-exclusive  agreements will not
have a materially adverse effect on the Company's business and its prospects.

Employees

            As of December 31, 1999,  the Company  employed  five persons  other
than its  executive  officers.  One of these three  persons is Robert K. Walker,
whom the Company considers to be a key employee.

            Robert K. Walker has been General  Manager of the Company  since its
inception and served as the Company's  President from the Company's inception to
March 1997.  From  December  1991 to January  1996,  Mr. Walker was President of
Leasing  Associates,  a Hollywood,  Florida based company  engaged in store site
development  for Food Lion, Inc. Also, from 1993 through 1995, Mr. Walker served
as President of Never Burn,  Inc., a Hollywood,  Florida based suncare  products
distributor. Mr. Walker holds a BA degree from Virginia Wesleyan College.




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Item 2.                 Description of Property

            In January 1999, the Company  acquired an  approximate  9,600 square
foot  office/warehouse  facility in an area of  Hollywood,  Florida known as the
South Florida  Industrial Park. The acquired  facility is approximately 25 years
old and is considered to be in excellent  condition.  The facility is adequately
covered by insurance.

            The Company acquired the facility from Sebastiano and Nunzia Salemi,
a husband and wife  ("Sellers")  for a total  purchase  price of  $575,000.  For
purposes of financing the purchase of the facility, the Company entered into two
separate  promissory  notes.  The first  promissory note was entered into by and
between the Company and Sandra  Cooper,  Lake Worth,  Florida,  in the principal
amount of $350,000 (the "First Note").  The second  promissory  note was entered
into by and  between the  Company  and the  Sellers in the  principal  amount of
$130,000 (the "Second Note").

            The First Note bears interest at a rate of 12.5% per annum for three
years.  The First Note provides for interest only monthly payments of $3,645.83,
with the balance of  $353,645.84  (assuming no  prepayments)  due and payable on
February 1, 2002.  The First Note is secured by a first  mortgage  and  security
agreement against the facility and in favor of Sandra Cooper.

            The Second  Note bears  interest  at a rate of 12% per annum for two
years.  The Second Note provides for principal and interest  monthly payments of
$1,300 per month, with all principal and interest due and payable on January 22,
2001. The Second Note is secured by a second  mortgage  against the facility and
in favor of the Sellers.

            As  of  December  31,  1999,  4,800  square  feet  of  the  facility
previously  leased to Laker Airways,  Inc remains  vacant.  In November of 1999,
Laker Airways,  Inc. defaulted on it's lease  obligations,  vacated the premises
and  ceased  operations  in the  United  States,  to  the  best  of  managements
knowledge. The facility remains vacant at the time of this writing.

Item 3. Legal Proceedings

            The  Company  has  filed  a  financial   lawsuit  against  Investors
Conceptual Services Incorporated. This action is with reference to non-pyment on
the part of Investors Conceptual Services Incorporated,  as to funds owed to the
Company.  The amount of this debt was specified within an obligatory  agreement,
which was  agreed  to, by and  between  the  Company  and  Investors  Conceptual
Services Incorporated.

            As of December 31, 1999, the Company had a disputed bill relating to
printing  charges with Bowne of Los  Angeles.  As of the date of this filing the
Company is in the process of attempting to resolve an equitable  settlement with
reference to this disputed amount.  Upon an  unsatisfactory  resolvement as to a
settlement,  the Company anticipates filing an appeal with the appropriate Court
in California.

Item 4. Submission of Matters to a Vote of Security Holders

            None



10

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Part II

Item 5.  Market for Common Equity and Related Stockholder Matters.

         The  Company's  common stock is traded on the NASD OTC  Bulletin  Board
under the symbol "CDAO". The Company's common stock commenced trading on the OTC
Bulletin  Board on March 5, 1999. The high and low per share sales price for the
common  stock for the period  commencing  March 5, 1999 and ending  December 31,
1999, as reported by the OTC Bulletin Board,  was $7.00 and $1.00  respectively.
The foregoing  referenced high and low price quotations represent prices between
dealers,   without  retail  mark-up,   mark-down  or  commissions  and  may  not
necessarily represent actual transactions.

         As of December 31, 2000, there were approximately 100 holders of record
of the Company's common stock.

         The holders of the issued and  outstanding  shares of common  stock are
entitled to receive dividends when, as and if declared by the Company's board of
directors out of any funds lawfully available  therefore.  The Company has never
declared a cash dividend on its common stock. The Board of Directors  intends to
retain future earnings to finance the development and expansion of the Company's
business and does not expect to declare any dividends in the foreseeable future.

 As of December 31, 1999,  the Company  used  $110,190 of the proceeds  from the
offering of the Units towards the purchase of an  approximate  9,600 square foot
office/warehouse  facility in an area of  Hollywood,  Florida known as the South
Florida  Industrial Park. The Company  considers the use of the proceeds towards
the purchase of the office/warehouse  facility to be a material,  but necessary,
change in the use of proceeds as described in the Company's  prospectus relating
to the offer and sale of the Units. The Company believes that acquisition of the
office/warehouse  facility  will assist the Company in its stated  objectives of
developing a  distribution  network  (the  Company's  ability to  inventory  and
warehouse  its  products  will  allow  it  to  more  timely  meet  the  delivery
requirements of its distributors)  and realizing certain operating  efficiencies
and product cost reductions.

Item 6.  Management's Discussion and Analysis or Plan of Operation

General

            The Company's  current  portfolio of beers consists of the following
line of beers produced in the People's Republic of China by Tsingtao Brewery No.
3, a brewery owned and operated by Tsingtao Brewery Co., Ltd., Red Dragon Draft,
Red  Dragon  Xtreme,  Red Dragon  Light,  and Red Dragon  Amber.  The  Company's
marketing  strategy for its line of Chinese beer is to first  introduce  its Red
Dragon product line to Asian-theme  restaurants (primarily Chinese restaurants),
stressing the fact that the Company's line of Chinese beer products will provide
the restaurateur with a product that he or she currently does not have, which is
a diversified light, amber and draft Chinese beer line. The Company's Red Dragon
Xtreme is being well received by the consumer as the product is being rolled out
to the off premise retail stores and retail chains.

            With its wine  products,  the  Company's  has begun to  successfully
introduce  it's imported wines  throughout the state of Florida.  Regional state
wide distribution on the East coast should

11

<PAGE>



begin in the second and third  quarters of the year 2000,  through  distributors
and sub-distributors. The Company's marketing and sales strategy with respect to
its wine  products  will be to provide the off premise  merchandise  market with
quality products at a reasonable cost to the retailer and the consumer.  Some of
the Company's wine portfolio suppliers include Patriarche,  Cave Du Haut Poitou,
Savas  and  Maison  Riviere.  The  company  has  had  moderated  successs  inits
introduction of its wines imported from South Africa produced Laibach Vineyards.
The Company iscurrently  awaiting several wine label approvals from the BATF, so
that it might begin the roll-out of it's Chinese wine portfolio. The Company has
contractural  rights to for  several  spirit  products.  Upon  Government  label
approval and compliance,  which are expected by the third quarter of 2000, these
products will begin to be distributed by the Company.

            During the balance of 2000,  the Company  plans to expand the number
of alcoholic  beverage  products under its  management,  as well as increase the
number  of  distribution  channels  for  its  products.  This  expansion  may be
accomplished  by the  acquisition  of other  importers  and/or  distributors  of
alcoholic  beverage  products.  These  distributors  including  beer and or wine
distributors  throughout the East coast.  Upon review of suitable  acquisitions,
Management will diligently  pursue and acquire a minimum of two acquisitions per
year.   Combined  with  our  other   product   protfolio  and  the  benefits  of
consolidating expenses, our profit structure can be greatly enhanced.

The Company intends on continuing three basic principal objectives:

            (1) aggressively  manage and market its current  portfolio of beers,
wines and spirits in specific  niche markets of the overall  alcoholic  beverage
industry; (2) expand its management and administrative  personnel to support its
alcoholic   beverage  product  lines;  and  (3)  expand  its  product  line  and
distribution channels through strategic alliances and/or through acquisitions of
other importers and distributors of alcoholic  beverage  products or through the
acquisition of producers of alcoholic beverage products.

Results of Operations

            During the twelve month period ending December 31, 1999, the Company
increased  its  revenues  $94,928 or  approximately  138%,  compared to revenues
during the comparable period of 1998. The increased  revenues resulted primarily
from an increase in sales,  which is a direct  result of the  Company's  overall
marketing efforts.  A portion of the Company's  revenues  ($37,628)  constituted
rent  from a portion  of the  Company's  new  facility,  which was  leased to an
airline.  The  Company  did not own this  facility,  and,  accordingly,  did not
receive rent as a result of the lease, during the twelve months of 1998.

            Management  believes that continued  implementation and expansion of
the Company's use of beer  distributors and an increase in wine and liquor sales
by using a similar  method will have a positive  result on sales and revenues in
the future. The Company is pursuing additional  marketing  opportunities,  which
management anticipates will have a positive impact in the future.

            With reference to the various alcoholic  products marketed both on a
wholesale basis and as a distributor,  profit  percentages for various  products
vary  depending on which product is being  marketed and depending on which venue
it is marketed  through;  i.e.,  whether to a wholesaler or marketed directly to
retailers  by the  Company  acting  in some  instances  as its own  distributor.
Usually,  beer products marketed to other distributors have approximately 25% to
30% profit, while

12

<PAGE>



wine and spirit  products  should have  between  35% to 40% profit.  These gross
profit  margins  represent  an  amount  over and  above  the cost of goods  sold
including all shipping, freight and duty (U.S. Custom charges). When the Company
acts as its own  distributor,  the gross  margins  are higher due to the Company
capturing the profit margins the distributor  adds on to goods which are sold to
retailers,  which is usually an additional 25% to 30%. Thus on goods sold by the
Company,  acting as its own distributor will result in a gross profit margins of
approximately 45% to 55%.

            Overhead  and  cost  of  operations,  office,  warehouse,  marketing
expense and  administrative  staff,  etc., is paid out of the revenues generated
through the traditional  and/or  non-traditional  means described above. It is a
primary  concern of the Company to keep all  expenses to as much of a minimum as
possible  without  sacrificing  the quality of  marketing of any products or any
areas which need to be explored.  This is why the Company has limited the amount
of  administrative  staff and why many duties which are normally  delegated  are
being performed by management. Essentially the philosophy of management is to be
as  professional as possible in the marketing of products and  establishment  of
distributors and  simultaneously to be frugal as possible with the limited funds
it has available.

Financial Condition

            The Company's  balance sheet for the period ended December 31, 1999,
reflects the  acquisition of a new building.  Management  concluded that in both
short and long term,  it was more  financially  prudent to own its own  facility
than to pay a total rent which was higher than the  resulting  mortgage.  During
the fourth  quarter  of 1999 the  Tenant  occupying  the  adjacent  space to the
Company  began  experiencing   fiancial  difficulty  and  was  forced  to  cease
operations  in the first part of the year  2000.  This has left this side of the
building  unoccupied,  the Company is working to secure a new tenant,  but until
then the Company has an additional financial hurdle of this shortfall created by
this vacancy.  Management has concluded, the prudent immediate resolvement is to
refinance the building at a more desirable  interest rate and terms. This action
will result in a lower  monthly  debt  service and not only solve the  immediate
issue but will greatly enhance the long range outlook.

             In addition the Company realized during the Fourth Quarter of 1999,
that it's Notes receivable and other sums due from Investors Conceptual Services
Incorporated. were seriously delinquent.  Management upon advisement has written
these sums due off it's balance sheet.  Management is pursuing the collection of
this debt via legal  action.  This  delinquency  of repayment to the Company has
left the  Company  with a shortage of working  capital in the fourth  quarter of
1999 and the first quarter of 2000.  Management is diligently seeking resolution
to this problem and  anticipates  finalizing a private  placement on the sale of
stock thru warrants in the secound  quarter of 2000.  There is no assurance that
management will be successful in raising additional working capital.  Management
believes that if the Company  resolves its working capital  shortage,  sales and
revenues will significantly increase.

Liquidity and Capital Resources

            The  Company's  products,   particularly  its  beer  products,   are
receiving  phenominal market acceptance.  Sales growth has been and continues to
be  constrained  by the  Company's  shortage of working  capital.  The Company's
suppliers  require  payment  at or before  time of  shipment  and the  Company's
customers do not pay for the products  until they receive them. The Company does
not

13

<PAGE>



have  adequate  working  capital to import  sufficient  products  to meet market
demand.  At  the  end  of  the  third  quarter  1999,   management  finalized  a
distribution alliance with a major wine producer located in Beaune,  France. The
result of these two credit  facilitations  will  enable the  Company to increase
revenues and resulting profits. Management is currently seeking a lender and the
sale of  additional  common  stock or warrants to  sufficiently  capitalize  the
Company's growth plans.

Forward-looking Statements

            This Annual Report on Form 10-KSB  contains  statements  relating to
future results, which are forward-looking  statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include  statements  concerning plans,  objectives,  goals,  strategies,  future
events or performance and underlying  assumptions and other statements which are
other than  statements of historical  assumptions or facts.  Specifically,  this
report contains forward- looking statements  regarding  anticipated future sales
and  revenues  and the  methods and  strategies  of  increasing  those sales and
revenues.  Actual  results may differ  materially  from those  anticipated  as a
result of  certain  risks  and  uncertainties,  including  but not  limited  to,
management's  ability to implement its marketing  strategy,  the availability of
capital  through sale of additional  common stock or other means,  including the
availability  of products for sale through  credit  insurance  and  distribution
alliances,  changes  in  general  economic  conditions,  foreign  exchange  rate
fluctuations,  competitive  product  and  pricing  pressures,  the impact of tax
increases with respect to alcoholic beverage products,  regulatory developments,
as well as  other  risk  and  uncertainties  detailed  from  time to time in the
Company's   Securities   and  Exchange   Commission   filings.   The   Company's
expectations,  beliefs  and  projections  are  expressed  in good  faith and are
believed  by  the  Company  to  have  a  reasonable  basis,   including  without
limitation,  data  contained in the Company's  records and other  available data
from  third  parties,   but  there  can  be  no  assurance   that   management's
expectations,  beliefs  or  projections  will  result,  or  be  achieved,  or be
accomplished.

Item 7.                 Financial Statements

            The  information  called  for by this item is indexed on Page F-1 ot
this report and is contained on the pages following said page F-1.


Item 8.  Changes  In and  Disagrteements  With  Accountants  on  Accounting  and
         Financial Disclosure.

            None

                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act.

The directors and executive officers of the Company and their ages are set forth
below:



14

<PAGE>



Name                     Age           Position(s) Held
---                      ---           ----------------

C. Michael Fisher        45            Chairman of the Board,
                                       President, Chief Financial
                                       Officer and Director

David A. Kohl(1)        43             Subsidiary President

Francis J. Hornik, Jr.  58             Director

------------
(1)  Mr.  Kohl is not an  executive  officer  of the  Company,  but is listed by
     reason of his  status as  President  of R&R  (Bordeaux)  Imports,  Inc.,  a
     wholly-owned subsidiary of the Company.

         C. Michael Fisher  has  been  Chairman  of  the  Board, President and a
Director of the Company since March 31, 1997. Mr. Fisher became Chief  Financial
Officer of the Company on March 30, 1998.  Mr.  Fisher  became  Secretary of the
Company on July 27, 1998.  Mr. Fisher is also President of Fisher and Associates
Realty and Princessboro Development Co., Inc., which are real estate development
firms located in Virginia  Beach,  Virginia;  positions  which he has held since
1980  and  1984  respectively.  In his  capacity  as  President  of  Fisher  and
Associates  Realty and  Princessboro  Development Co., Inc., Mr. Fisher has been
responsible for locating sites,  obtaining anchor tenants and performing leasing
duties for approximately 15 food and drug retail shopping centers throughout the
Mid-Atlantic  region of the United  States.  Mr.  Fisher  holds a BA degree from
Virginia Wesleyan College.

         David A. Kohl has been the President of R&R (Bordeaux) Import Co., Inc.
since February 1, 1999. Prior to joining R&R (Bordeaux) Imports,  Inc., Mr. Kohl
was the  General  Sales  Manager  and Wine  Buyer for Vinos Don Pablo Fine Wines
Inc., a Bronx, New York-based wine importer and distributor.  While at Vinos Don
Pablo  Fines  Wines  Inc.,  Mr.  Kohl  was  responsible  for   establishing  the
importation  and  distribution of selected wines from France and Spain to retail
customers  throughout  Manhattan  and  Queens,  New  York.  Mr.  Kohl  was  also
responsible  for all cost analysis and pricing of wines, as well as the handling
of all federal and state regulatory matters relating to labeling.  From February
1985 to November  1997,  Mr. Kohl was  President of Kohl  International  Inc., a
Florida-based importer and distributor of beer, wine, spirits,and gourmet foods.
Mr. Kohl holds a BA degree from Florida International University.

         Francis J. Hornik has been a Director  of the  Company  since April 21,
1997.  Since 1980,  Mr.  Hornik has been the sole  proprietor  of his own public
accounting firm located in Chesapeake, Virginia.

Item 10. Executive Compensation.

         The following table provides certain summary information concerning the
compensation  paid or  accrued  by the  Company  to or on  behalf  of its  Chief
Executive  Officer  and the other  named  executive  officers of the Company for
services  rendered in all capacities to the Company and its subsidiaries for the
years ended December 31, 1998 and 1997.

15

<PAGE>



                           SUMMARY COMPENSATION TABLE

                                                                 Long-Term
                              Annual Compensation              Compensation
                                 ------------                -----------------
                                                          Securities   All Other
                            Bonus Underlying   Other                     Comp.
Name and                                       Annual
Principal                                      Compen
Position            Year   Salary($)   Bonus   sation     Options(#)      ($)
------------------- -----  ----------  ------  -------    ----------    ------
C. Michael Fisher   1999   $ 2,692     $0      $0         $0              $0
 Chairman of the
 Board and
 President

Robert K. Walker
General Manager    1999   $44,200      $0      $0         $0              $0
----------------


Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The following  table sets forth certain  information as of December 31,
1999 regarding  ownership of the Company's common stock (i) by each person known
by the  Company  to be the  beneficial  owner of more  than 5% of the  Company's
outstanding common stock, (ii) by each director of the Company, (iii) by certain
related  stockholders  and (iv) by all  executive  officers and directors of the
Company as a group. All persons named have sole voting and investment power with
respect  to such  shares,  subject to  community  property  laws,  and except as
otherwise noted.


Name and
Address of                                               Percent
Beneficial                          Number of          Beneficially
  Owner                           Shares Owned            Owned
  -----                          --------------           -----

C. Michael Fisher(1)                392,800                17%
 1717 Jermyn Lane
 Virginia Beach, VA 23454

Robert K. Walker (2)                779,200                33%
 3835 S.W. 56th Street
 Ft. Lauderdale, FL 33312

John W. Martin(3)                   400,000                17%
 5777 West Century Blvd.
 Suite 1540
 Los Angeles, California 90045

All officers and directors
 as a group (3 persons)            792,800                 34%
--------------------




16

<PAGE>



(1)  Includes 148,000 shares held by Euro Imperial Group, Ltd., a corporation in
     which Mr.  Fisher is the  beneficial  owner of all of the  shares of common
     stock.  Also includes 220,000 shares held by Paris  International  Holding,
     Ltd., a corporation in which Mr. Fisher is the beneficial owner of one-half
     (1/2) of the  shares of common  stock of such  corporation  and 800  shares
     owned by Katie Fisher and Lauren Fisher, the children of Mr. Fisher.
(2)  Includes  220,000  shares  held by Paris  International  Holding,  Ltd.,  a
     corporation in which Mr. Walker is the  beneficial  owner of one-half (1/2)
     of the shares of common stock of such  corporation.  Also  includes  10,800
     shares held by Kristopher  Walker and Kendall  Walker,  Mr.  Walker's minor
     children.  Also includes  60,000  shares held by Mr. Robert H. Walker,  Mr.
     Walker's  father.  Mr.  Walker  disclaims any  beneficial  ownership of all
     shares held by Mr. Robert H. Walker.
(3)  Mr. Martin received such 400,000 shares in consideration for legal services
     rendered to the Company,  which legal  services  included the  rendering of
     general  corporate advice,  and preparing  various corporate  documents and
     plans,  in connection  with the formation and  organization of the Company,
     the negotiation and  preparation of various Company  agreements,  including
     but  not  limited  to the  Company's  agreements  with  its  producers  and
     distributors,   and  the  rendering  of  advice,  and  the  preparation  of
     documents,  in  connection  with the  private  and public  offering  of the
     Company's  securities  in  accordance  with  applicable  federal  and state
     securities laws.

Item 12. Certain Relationships and Related Transactions.

         From  approximately June 14, 1996 to March 31, 1997, the Company issued
443,600  shares of its common stock to 47 persons for an aggregate cash purchase
price of $110,900.  Purchasers of the 443,600 shares included Kristopher Walker,
the minor child of Robert K. Walker, who acquired 800 shares of common stock for
an aggregate purchase price of $200, Katie and Lauren Fisher, the minor children
of C. Michael  Fisher,  who acquired 800 shares of common stock for an aggregate
purchase price of $200 and Robert H. Walker, the father of Robert K. Walker, who
acquired  60,000  shares of  common  stock for an  aggregate  purchase  price of
$15,000.

         On March 31, 1997, the Company acquired R&R (Bordeaux) Imports, Inc., a
Florida  corporation  and  wholly  owned  subsidiary  of  the  Company.  In  the
acquisition of R&R (Bordeaux) Imports, Inc., the Company issued 60,000 shares of
its common stock having an aggregate  value of $15,000 to three persons.  One of
the  recipients of the 60,000 shares was Robert K. Walker,  who received  10,000
shares of common stock.

         From July 30, 1997 to October 1997, the Company issued 38,000 shares of
its Series A Preferred Stock to five persons for an aggregate  purchase price of
$95,000. Purchasers of the 38,000 shares of Series A Preferred Stock included C.
Michael Fisher,  who purchased 16,000 shares for an aggregate  purchase price of
$40,000 and Euro  Imperial  Group,  Ltd.,  which  purchased  8,000 shares for an
aggregate purchase price of $20,000. On November 5, 1998, each outstanding share
of Series A Preferred Stock was converted into one share of common stock.

         On April 29,  1996,  the Company  issued  400,000  shares of its common
stock to the Law Office of John W. Martin in  consideration  for legal  services
rendered to the Company by the Law Offices of John W.  Martin.  John W.  Martin,
the sole  proprietor  of the Law Office of John W.  Martin is a director  of the
Company. The legal services rendered to the Company by the Law Office of John W.
Martin included the rendering of general corporate advice, and preparing various
corporate


<PAGE>



documents and plans,  in connection  with the formation and  organization of the
Company,   the  negotiation  and  preparation  of  various  Company  agreements,
including  but not limited to the  Company's  agreements  with its producers and
distributors,  and the rendering of advice, and the preparation of documents, in
connection with the private and public  offering of the Company's  securities in
accordance with applicable federal and state securities laws.

            On December 28, 1999,  the Company  issued  46,000  shares of common
stock. Of these 25,000 shares were issued to a private placement investor for an
aggregate  purchase  price of $80,000.  To date the Company has not relized sums
due from this trnsaction, and is pursuing collection of these sums. In addition,
16,000  shares were issued to C. Michael  Fisher in  replacement  of shares due,
which  were  previously   purchased  as  Series  A  preffered  stock.  Also,  in
consideration  for consulting  services,  Ken Callihan received 5,000 shares for
services rendered to the company.

Item 13. Exhibits and Reports on Form 8-K

            Part F/S

Part I.  FINANCIAL INFORMATION


                              CUIDAO HOLDING CORP.
                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Independent Auditor's Report                                                 F-1

Consolidated Balance Sheets as of December 31, 1999 and 1998                 F-2

Consolidated Statements of Operations for the two years ended
December 31, 1999 and 1998 and cumulative totals for development
stage operations from February 12, 1996 (date of inception)
to December 31, 1999                                                         F-4

Consolidated Statements of Stockholders' Equity for the two years
ended December 31, 1999 and 1998 and cumulative  totals for
development  stage  operations from February 12, 1996 (date
of inception) to December 31, 1999                                           F-5

Consolidated  Statements of Cash Flows for the two years ended
December 31, 1999 and 1998 and cumulative  totals for development
stage operations from February 12, 1996 (date of inception) to
December 31, 1999                                                            F-6

Notes to Financial Statements                                                F-8





<PAGE>




                              BAUM & COMPANY, P.A.
                          Certified Public Accountants
                        1515 University Drive - Suite 209
                          Coral Springs, Florida 33071
                                 (954) 752-1712


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
of Cuidao Holding Corp.
Hollywood, Florida


We have audited the accompanying  consolidated  balance sheets of Cuidao Holding
Corp. and its  wholly-owned  subsidiaries  as of December 31, 1999 and 1998, and
the related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. These consolidated  financial statements are the
responsibility  of management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audit 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 includes examining on a test basis,  evidence supporting
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of Cuidao Holding
Corp. and its  wholly-owned  subsidiaries  as of December 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.  As  discussed  in  Note 8 of the
financial  statements,  the company has suffered  losses from operations for the
past years which raise substantial doubt about it ability to continue as a going
concern.  The  financial  statements  do not include any  adjustment  that might
result from the outcome of this uncertainty.

May 12, 2000
Coral Springs, Florida


                                       F-1







<PAGE>



<TABLE>
<CAPTION>
              CUIDAO HOLDING CORP.AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1999 AND 1998


A S S E T S


                                                            1999                1998
                                                            --------            --------
<S>                                                         <C>                 <C>

Current Assets
      Cash and Cash Equivalents                             $     1,533         $ 353,281
      Accounts Receivable                                        27,422            24,226
      Inventory                                                 304,346             - 0 -
      Prepaid Expenses                                            - 0 -            32,444
                                                            ------------        ----------
           Total Current Assets                                 333,301           409,951
                                                            ------------        ----------
Plant and Equipment - (Net of $22,113
      and $6,220 of accumulated depreciation
      at December 31, 1999 and 1998)                            584,873            18,782
                                                            ------------        ----------
Other Assets
      Goodwill (net of $13,333 and $8,333
      of accumulated amortization at
      December 31, 1999 and 1998)                                 1,667             6,667

      Organizational Costs (Net of $1,048 and
      $740 of accumulated amortization at
      December 31, 1999 and 1998)                                   492               800

      Deferred Loan Costs (Net of $3,500 of
      accumulated amortization at December 31, 1999               7,000             - 0 -

      Deposits and escrow balances                               19,314            18,157
                                                            ------------        ----------
           Total Other Assets                                    28,473            25,624
                                                            ------------        ----------
      Total Assets                                          $   946,647         $ 454,357
                                                            ============        ==========
</TABLE>




                                   (Continued)


                                       F-2

<PAGE>


<TABLE>
<CAPTION>
             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1999 and 1998



                      LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                         <C>                 <C>
Current Liabilities
      Notes and Loans Payable                               $   48,324          $   50,070
      Accounts Payable and Accrued Expenses                    386,301              78,714
      Taxes Payable                                             31,315               - 0 -
      Security Deposits Held                                     5,724               - 0 -
                                                            -----------         -----------
                                                               471,664             128,784
                                                            -----------         -----------
Long Term Liabilities
      Mortgage Payable                                         480,000                 -0-
                                                            -----------         -----------

Stockholders' Equity
 Common Stock, $.0001 par value:
      Authorized shares - 100,000,000
      Issued and outstanding shares -
      2,402,175 at December 31, 1999
      and 2,356,175 at December 31, 1998                           240                 236
 Preferred Stock, $.0001 par value:
      Authorized shares - 10,000,000
      None issued and outstanding shares
 Additional Paid-In Capital                                    768,812             660,918
 Accumulated Deficit during Development Stage                 (774,069)           (335,581)
                                                            -----------         -----------
      Total Stockholders' Equity                                (5,017)            325,573
                                                            -----------         -----------
           Total Liabilities and Stockholders' Equity       $  946,647          $  454,357
                                                            ===========         ===========
</TABLE>











      See Accompanying Auditor's Report and Notes to Financial Statements.






                                       F-3

<PAGE>


<TABLE>
<CAPTION>
             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                                              Development Stage
                                                 Year Ended    Year Ended     February 12, 1996
                                                 December 31   December 31    to December 31,
                                                 1999          1998           1999
                                                 ----------    -----------    -----------
<S>                                              <C>           <C>            <C>
Revenues                                         $   125,057   $  68,387      $   220,515
Cost of goods sold                                    46,154      40,359          113,963
                                                 -----------   ---------      ------------
Gross Profit                                          78,903      28,028          106,552

Operating Expenses                                   426,450     197,365          778,799
                                                 -----------   ---------      ------------

Net income (loss) before other
income (expenses)                                   (347,547)   (169,337)       (682,247)

Other income (expenses)
      Interest expense (net)                         (56,880)     (1,254)        (57,761)
      Rental income                                   33,631       - 0 -          33,631
      Miscellaneous                                   (3,663)      - 0 -          (3,663)
      Write-off of uncollectible loan                (64,029)      - 0 -         (64,029)
                                                  ----------   ---------      ------------
                                                     (90,941)     (1,254)        (91,822)
                                                  ----------   ---------      ------------
Net income (loss) before provision
for income taxes                                    (438,488)   (170,591)       (774,069)

Provision for income taxes (Note 1)                   - 0 -        - 0 -           - 0 -
                                                 -----------   ---------        ----------

Net loss                                          $ (438,488)  $(170,591)     $ (774,069)
                                                  ==========   =========      ============

Income (loss) per common share                    $ (.186 )    $   (.076)     $    (.142)
                                                  ==========   =========      ============

Weighted average common
shares outstanding                                2,356,427     2,244,363      2,356,301
                                                  ==========   ==========     ============
</TABLE>













      See Accompanying Auditor's Report and Notes to Financial Statements.



                                       F-4

<PAGE>


<TABLE>
<CAPTION>
             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                    CUMULATIVE TOTALS FOR DEVELOPMENT STATE OPERATIONS
         From February 12, 1996 (Date of Inception) To December 31, 1999



                                                                                               Deficit
                                                                                               Accumulated
                                                                                               During the
                                        Common Stock          Preferred Stock    Paid-In       Development
                                     # Shares     Amount    # Shares    Amount   Capital       Stage
                                     -------      ------    --------    -------  -------       ------------
<S>                                  <C>          <C>       <C>         <C>     <C>            <C>
Balance December 31, 1996           4,154,400     $ 415                         $  78,810      $ (44,009)
Cancellation of original           (2,221,600)     (221)                              221
Additional shares issued
  in subscription offering            229,200        23      38,000         4     152,274
Shares issued for acquisition
  of subsidiary                        60,000         6                            14,994
Net loss for the year ended
  December 31, 1997                                                                             (120,982)
                                   --------       -----     ---------   ------- ---------      ------------
Balance December 31 1997            2,222,000       223       38,000      4       246,299       (164,991)
Exchange of preferred stock
  for common stock                     38,000         4      (38,000)    (4)          -0-
Issuance of common stock               96,175         9          -0-     -0-      414,619
(Net of offering expenses
  of$132,706)
Net Loss for the year
  ended December 31, 1998                                                                       (170,590)
                                   --------       -----     ---------   ------- ---------      ------------

Balance December 31, 1998           2,356,175      236           -0-    -0-       660,918       (335,581)
Issuance of common stock               46,000        4           -0-    -0-       107,894
Net loss for the year                                                                           (438,488)
                                   --------       -----     ---------   ------- ---------      ------------
Balance December 31, 1999           2,402,175    $ 240      $    -0-  $ -0-     $ 768,812      $(774,069)
                                   ==========    =====      ========  ======    =========      =============
</TABLE>

      See Accompanying Auditor's Report and Notes to Financial Statements.

                                       F-5

<PAGE>


<TABLE>
<CAPTION>
             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND
               CUMULATIVE TOTALS FOR DEVELOPMENT STAGE OPERATIONS
         FROM February 12, 1996 (Date of Inception) to December 31, 1999




                                                       Year Ended     Year Ended     Development Stage
                                                       December 31,   December 31,   February 12, 1996
                                                       1999           1998           to December 31, 1999
                                                       -----------    -----------    --------------------
<S>                                                    <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                               $  (438,488)   $  (170,591)   $ (774,070)
Adjustments to Reconcile Net Cash Used in
    Operating Activities
  Depreciation and amortization                            26,465           8,951        41,759
  Issuance of common stock for legal
   services                                                   -0-           - 0 -        21,085
  (Increase) Decrease in accounts receivable               (3,196)         (4,593)      (27,422)
  (Increase) Decrease in inventory                       (304,346)          3,220      (304,346)
  (Increase) Decrease in organization costs                   -0-           - 0 -        (1,540)
  (Increase) Decrease in deferred offering
    costs                                                     -0-          35,162           -0-
  (Increase) Decrease in prepayments &
    deposits                                               31,287         (47,409)      (19,314)
  Increase in accounts payables and accruals              307,587          73,337       386,301
  Increase in taxes payable                                31,315             -0-        31,315
Increase in security deposits held                          5,724             -0-         5,724
                                                       -----------    ------------   -----------
Net Cash Flow from Operating Activities                  (343,652)       (101,923)     (640,508)

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of fixed assets                            (233,748)        (12,834)     (258,749)
                                                       -----------    ------------   -----------
Net Cash Used in Investing Activities                    (233,748)        (12,834)     (258,749)
</TABLE>


                                  (Continued)

                                       F-6

<PAGE>




<TABLE>
<CAPTION>
             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
             AND CUMULATIVE TOTALS FOR DEVELOPMENT STAGE OPERATIONS
        FROM February 12, 1996 (Date of Inception) to December 31, 1999




                                                       Year Ended     Year Ended     Development Stage
                                                       December 31,   December 31,   February 12, 1996
                                                       1999           1998           to December 31, 1999
                                                       -----------    -----------    --------------------
<S>                                                    <C>            <C>            <C>


CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in mortgage payable                            130,000            -0-           130,000
  Increase in deferred loan costs                         (10,500)           -0-           (10,500)
  Increase (Decrease)in loans payable                      (1,746)         47,570           48,324
  Proceeds from issuing common stock - net                107,898         414,628          637,966
  Proceeds from issuing preferred stock                      -0-             -0-            95,000
                                                       -----------    ------------   -----------------
            Net Cash Used in Financing Activities         225,652         462,198          900,790
                                                       -----------    ------------   -----------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                       (351,748)        347,441            1,533

CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD             353,281           5,840              -0-
                                                       -----------    ------------   -----------------

CASH AND CASH EQUIVALENTS-END OF PERIOD               $     1,533     $    353.281   $      (1,533)
                                                       ===========    ============   =================

CASH PAID FOR INTEREST EXPENSE                        $    59,559     $      -0-     $      61,895

CASH PAID FOR INCOME TAXES                                  -0-              -0-              -0-
</TABLE>





      See Accompanying Auditor's Report and Notes to Financial Statements.


                                       F-7

<PAGE>



             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and Operations

            Cuidao Holding Corp. (the "Company") was organized under the laws of
the State of Florida on February 12, 1996. On June 27, 1996,  the Company formed
Cuidao (USA) Import Co., Inc., a wholly owned subsidiary  incorporated under the
laws of the State of Florida.

            On March 31,  1997,  the  Company  acquired  all of the  issued  and
outstanding  common  stock  of  R  &  R  (Bordeaux)  Imports,  Inc.,  a  Florida
corporation, making R & R (Bordeaux) Imports, Inc., a wholly owned subsidiary of
the  Company.  At the  time  of the  acquisition,  Robert  K.  Walker,  a  major
beneficial  owner of Cuidao Holding Corp.,  was also a beneficial owner of R & R
(Bordeaux)  Imports,  Inc. In  acquiring R & R  (Bordeaux)  Imports,  Inc.,  the
Company issued 60,000 shares of its common stock,  which common stock was valued
at $15,000.  The results of  operations  of R & R  (Bordeaux)  Imports,  Inc. as
presented in these financial  statements are for the period March 31, 1997 (date
of inception) to December 31, 1998. The acquisition of R & R (Bordeaux) Imports,
Inc.  by the  Company  resulted in  acquired  goodwill  valued at  $15,000.  The
goodwill  is being  amortized  by the  Company  over a three year life using the
straight-line method.

            The Company is a development stage Company which imports,  develops,
manages and  distributes  a portfolio of  international  and regional  brands of
beer, wine and spirits.

Note 2 - Significant Accounting Policies

  Basis of Accounting

            The Company's  policy is to use the accrual method of accounting and
to prepare and present financial  statements which conform to generally accepted
accounting principles.

  Principles of Consolidation

            The consolidated  financial  statements  include the accounts of the
Company  and  its  wholly  owned   subsidiaries.   All   material   intercompany
transactions have been eliminated in consolidation.

  Use of Estimates

            The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements and the reported  amounts of revenues and expenses during the period.
Actual results could differ from those estimates.


                                       F-8

<PAGE>



             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 - Significant Accounting Policies (Continued)

  Cash and Cash Equivalents

            Cash and cash  equivalents  include cash on hand, cash in banks, and
any highly  liquid  investments  with a maturity of three  months or less at the
time of purchase.

            The  Company  maintains  cash  and  cash  equivalent  balances  at a
financial  institution  which  is  insured  by  the  Federal  Deposit  Insurance
Corporation  up  to  $100,000.  At  December  31,  1999  and  1998  there  is no
concentration of credit risk from uninsured bank balances.

  Equipment

            Equipment  is  stated  at cost and  depreciated  over its  estimated
allowable useful life (5-7 years),  using the double  declining  balance method.
Expenditures  for major renewals and betterments that extend the useful lives of
fixed  assets are  capitalized.  Expenditures  for  maintenance  and repairs are
charged to expense as incurred.

  Organizational Costs

            The  Company  has  incurred  certain  federal  and state  filing and
registration   fees,   legal  and   promotional   fees  in  its   formation  and
capitalization,  which will benefit the Company in future  periods.  These costs
are being amortized over a five year life using the straight-line method.

  Deferred Offering Costs

            Deferred  offering  costs  include  the  costs  associated  with the
initial public offering  (effective in November 1998).  The costs related to the
initial public offering were  capitalized and netted against the amount received
from the public offering.

  Income Taxes

            In February 1992, the Financial Standards Board  issued Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes." Under
SFAS No. 109,  deferred  assets and liabilities are recognized for the estimated
future tax  consequences  attributable  to  differences  between  the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective basis.






                                       F-9

<PAGE>



             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Significant Accounting Policies (Continued)

  Income Taxes (Continued)

            Deferred assets and liabilities are measured using enacted tax rates
in effect for the year in which those  temporary  differences are expected to be
recovered  or  settled.  Under SFAS No. 109,  the effect on deferred  assets and
liabilities  of a change in tax rates is recognized in income in the period that
includes the enactment date.

  Net Loss per Common Share

            Net loss per common  share is computed  by dividing  net loss by the
weighted average number of common share outstanding during the period.

Note 3 - Property, Plant and Equipment

            Property,  Plant and  Equipment  at  December  31, 1999 and 1998 are
summarized as follows:

                                                 1999                1998
                                               ---------           ---------

 Building                                      $ 587,677           $   - 0 -
 Machinery and Equipment                          19,309              25,002
   Less Accumulated Depreciation                 (22,113)             (6,220)
   Net Property, Plant and Equipment           $ 584,873           $  18,782
                                               ==========          ==========

            Depreciation  expense amounted to $18,377 and $4,059,  respectively,
for the years ended December 31, 1999 and 1998.

Note 4 - Commitments

 Bank Line of Credit

            In July  1998,  the  company  obtained a $50,000  revolving  line of
credit  from a bank.  This bank line of credit  accrues  interest  at 10.50% per
annum.

Note 5 - Stock Options and Incentive Plans

            In October  1997,  the Board of Directors  and  stockholders  of the
Company  approved  two stock  option  plans;  an  incentive  stock  option  plan
("Incentive  Plan") and a directors' stock option plan ("Directors'  Plan"). The
Incentive Plan covers employees of the Company (including  officers and employee
directors), and the Directors' Plan covers nonemployee directors of the Company.




                                       F-10

<PAGE>



             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            A total  of  750,000  shares  of  common  stock of the  company  are
reserved for issuance under the Incentive  Plan. The Incentive Plan provides for
the  granting  of  "statutory  incentive  stock  options"  within the meaning of
Section  422 of the  Internal  Revenue  code of 1986,  and for the  granting  to
employees and consultants of nonstatutory stock options.

            A total of 250,000  shares of Common Stock are reserved for issuance
under the Directors'  Plan.  The Directors'  Plan provides only for the grant of
nonstatutory stock options.

            At December 31, 1999, there were no stock options  outstanding under
either the Incentive Plan or the Directors' Plan.

            In February  1999,  the Company  amended  the 1997  Incentive  Stock
Option Plan, with the Equity Incentive Plan. This revision, provides for, at the
discretion of the Board of Directors,  stock options, stock appreciation rights,
restricted stock awards,  performance shares and performance units to directors,
officers, key employee and consultants of the Company. An aggregate of 3,750,000
shares of common stock has been reserved for issuance under these plans.

Note 6 - Equity

            On December 30, 1997, the Company filed a Registration  Statement on
Form SB-2 with the  Securities  and Exchange  Commission  to offer up to 260,000
Units to the general  public.  Each Unit consisted of one share of the Company's
common stock and one common stock  purchase  warrant  ("Warrant").  Each Warrant
entitles the holder thereof to purchase one share of common stock at an exercise
price of $8.00,  subject to  adjustment,  at any time over a three  year  period
commencing on the effective date of the Registration Statement. The Warrants may
be  redeemed  by the  Company  at $.05 per  Warrant,  at any time prior to their
expiration on not less than 30 days' written notice, if the closing bid price of
the common stock equals or exceeds $10.00 per share for 30  consecutive  trading
days ending within 10 days of the notice of redemption.

            On May 1, 1998, the Company's  Registration  Statements was declared
effective by the Securities and Exchange  commission,  and in November 1998, the
Company  completed  its public  offering of Units.  A total of 96,175 Units were
sold at a price of $5.75  per  Unit.  After  payment  of  commissions  and other
expenses of the offering, the Company received net proceeds from the offering of
approximately $519,000.

            As part of the offering agreement,  the 38,000 shares of outstanding
Preferred stock was converted to 38,000 shares of common stock.


                                       F-11

<PAGE>



             CUIDAO HOLDING CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 7 - Concentration of Risk

            The  Company's  Red Dragon  beer  product  is brewed and  bottled by
Tsingtao  Brewery No. 3, located in the People's  Republic of China. The foreign
production  of goods is subject to a number of risks,  including  transportation
delays and interruptions,  political and economic disruptions, the imposition of
tariffs, quotas and other import or export controls, and changes in governmental
policies.  China  currently  enjoys most favored  nation trading status with the
United States.  No assurance can be given that China will continue to enjoy most
favored  nation  status in the  future.  The Company  believes  that if Tsingtao
Brewery No. 3 was no longer able to brew and bottle the Company's beer products,
it would be able to obtain its beer products from other producers located in the
People's Republic of China. The Company believes this would not have a near-term
severe impact on it's financial position or results of operations.

Note 8 - Going Concern Considerations

            The Company has an accumulated deficit of $774,069, and has suffered
losses of $438,488 in the  current  year.  Additionally,  the  negative  working
capital at December  31, 1998 of $138,363  and for the year ended  December  31,
1999, raise  substantial doubt as to its ability to continue as a going concern.
Management  has  advised us that a venture  capital  company  has  expressed  an
interest in infusing equity capital into the company.










                                       F-12

<PAGE>



Part III.

Items 1. Index to Exhibits

Item 2. Description of Exhibits

Exhibit No. Description
----------  ------------------------------------------------------------
<TABLE>
<S>         <C>
  3.0       Amended and Restated Articles of Incorporation of Cuidao Holding Corp.(1)

  3.1       Bylaws of Cuidao Holding Corp.(1)

  4.0       Specimen Stock Certificate(1)

10.0        Cuidao Holding Corp. 1999 Equity Incentive Plan(1)

10.1        Cuidao Holding Corp. 1997 Directors' Stock Option Plan(1)

10.2        Import and Distribution Agreement by and between Cuidao Holding Corp. and the
            People's Republic of China, Tsingtao Brewery No. 3 Co., Ltd.(1)

10.3        Import and Distribution Agreement by and between Cuidao Holding Corp. and Cave
            duVignoble Gursonnais(1)

10.4        Import and Distribution Agreement by and between Cuidao Holding Corp. and Les Chais
            du Prevot(1)

10.5        Import and Distribution Agreement by and between Cuidao Holding Corp. and Vignerons
            De Buzet(1)

10.6        Import and Distribution Agreement by and between Cuidao Holding Corp. and Godet
            Freres(1)

10.7        Form of Lock-Up Agreement by and between Cuidao Holding Corp., West America
            Securities Corp. and certain shareholders of Cuidao Holding Corp.(1)

10.8        Form of Promotional Share Lock-In Agreement by and between Cuidao Holding Corp.
            and certain shareholders of Cuidao Holding Corp.(1)

10.9        Promissory Note and Mortgage and Security Agreement dated January 22, 1999 by and
            between Cuidao Holding Corp. and Em-Star Mortgage Co.

10.10       Promissory Note dated January 22, 1999 by and between Cuidao Holding Corp. and
            Sebastiano Salemi and Nunzia Salemi, as husband and wife.

10.12       Assignment of Lease  Agreement dated January 22, 1999 by and between
            Sebastiano Salemi and Nunzia Salemi, as husband and wife, and Cuidao
            Holding Corp.
</TABLE>

                                                                              28

<PAGE>



21.0        Subsidiaries of Cuidao Holding Corp.

27.0        *   Financial Data Schedule

---------------------------------------------
(1)         Incorporated  herein  by  reference  to the  Company's  Registration
            Statement on Form SB-2 filed on December 30, 1997.

*           Filed herewith

(b)  Reports  on Form 8-K.  No  current  reports  on Form 8-K were  filed by the
Company during the fourth quarter of 1999.



                                                                              29

<PAGE>


                                   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.

                           CUIDAO HOLDING CORP.
                                       (registrant)


Dated: October 31, 2000        By: /s/ C.  Michael Fisher
                           -----------------------------------
                           C. Michael Fisher
                           President & Chief Financial Officer





            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 .

                            CUIDAO HOLDING CORP.
                                        (registrant)

Date                                                      Title

October 31, 2000                By: /s/ C.  Michael Fisher
                            ---------------------------
                            C. Michael Fisher            President and
                                                         Chief Financial Officer

Pursuant to the  requirements of the Securities Act of 1934,  this  registration
statement has been signed by the following  person in the  capacities and on the
dates indicated.




/s/ C. Michael Fisher                               October 31, 2000
-------------------------------------------
C. Michael Fisher, Chairman of the Board,
President and Chief Financial Officer


/s/ Francis J. Hornik, Jr.                          October 31, 2000
-------------------------------------------
Francis J. Hornik, Jr., Director


/s/ Thomas J. Dobson                                October 31, 2000
-------------------------------------------
Thomas J. Dobson, Director


/s/ Robert H. Walker                                October 31, 2000
-------------------------------------------
Robert H. Walker, Director


/s/ Carl E. Shubert                                October 31, 2000
-------------------------------------------
Carl E. Shubert, Director






                                                                              30