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

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


[_]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 1999

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE    ACT    OF    1934    For    the    transition    period    from
     _____________________________ to _________________

Commission File Number:______________


                    La Jolla Fresh Squeezed Coffee Co., Inc.
             (Exact name of registrant as specified in its charter)

Washington
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

9060 Activity Road, Suite A, San Diego, California                         92126
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                  858.273.5282
                                  ------------
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]


State issuer's revenues for its most recent fiscal year. $0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)  $6,306,000  aggregate  market value as of March 31,
2000, based on the average bid and asked prices of such stock.


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practical  date.  As of March 31,  2000,  there were
21,455,728  shares of the  issuer's  $.001 par value  common  stock  issued  and
outstanding.


                                       1
<PAGE>

                                     PART I

Item 1. Description of Business.

LA JOLLA FRESH SQUEEZED  COFFEE(TM) CO., Inc., a Washington  Corporation ("LJCC"
or "we"), is a manufacturer and distributor of gourmet cold-brewed coffee liquid
extract,  gourmet  non-alcoholic  cold coffee beverages and flavorant  products.
LJCC's  proprietary  cold  extraction  process  combined  with  a  revolutionary
delivery system provides the  institutional  and food industry with a convenient
gourmet  coffee  alternative  that reduces  labor,  waste  disposal  costs,  and
production  costs. We compete for revenues with the wholesale  specialty  coffee
industry.

Management believes that the Company's  cold-brewed coffee has the advantages of
great taste,  lower  acidity and oil  content,  and the  convenience  of instant
liquid  coffee.  The  Company's  cold-brewed  coffee has a gourmet taste that is
uncommon  in the  liquid  coffee  industry  where  flavor  is often  traded  for
convenience.  The  coffee  taste is often  described  as  clean  with no  acidic
aftertaste. The liquid coffee delivery system used by the Company eliminates the
substantial  amount of coffee wasted every year by traditional  coffee  delivery
systems that pre-brew the coffee often making the coffee burnt,  or bitter.  Our
coffee can also be prepared by simply  adding hot water.  We also use a delivery
system that requires no brewing; the coffee is prepared only as needed. In fact,
the coffee  preparation is virtually  instant,  which lowers labor costs,  waste
disposal  costs for  coffee  grains  and  filters,  and  costs of wasted  coffee
disposed of because it is burnt or bitter.  We believe our coffee stays  fresher
longer in an air pot  providing  longer  service  life than most other  coffees,
which tend to become bitter within an hour.

The Company is developing an important flavor creation capability.  The creation
of unique and  commercially  desirable  flavors is a mixture of art, science and
business.  Our Flavorant products are coffee extracts that can be utilized as an
ingredient in the  manufacture  of beverages and other food products such as ice
cream.  We believe that our  products'  purity level will provide a  competitive
advantage  in the coffee  extract  market.  We plan to  position  our  flavorant
product as a premium level ingredient.

In  taste   tests  that  range  from  small  focus   groups  to   multi-national
manufacturers and exporters of coffees,  La Jolla Fresh Squeezed Coffee products
have been judged to be far superior to nationally recognized competitors.  It is
our belief  that La Jolla  Fresh  Squeezed  Coffee is able to  achieve  superior
flavors for three  principle  reasons:  (i) the Company  generally uses superior
beans; (ii) the Company's  cold-brewing  process removes  unnecessary amounts of
oils and acids that damage the flavor of coffee;  and (iii) Stephen  Corey,  our
Founder  who is Vice  President  of  Product  Development,  and his staff have a
special gift for creating original delicious flavors well received by consumers.

The Company's principal technology,  the cold-brewing process, traces its origin
from the famous Scripps/Corey family of La Jolla,  California.  The Corey family
first  arrived  to San  Diego  in 1907  and for  nearly  four  generations,  the
families' cold-brewing process, derived from the Peruvian Inca Indians 900 years
ago, was refined and improved,  with each  succeeding  generation  adding to and
enhancing  the process,  while safe  guarding  their  methods.  Dr.  Martha Dunn
Corey's  secret  family  recipe for  formulating  the extract was handed down to
Stephen Corey a direct descendent. Stephen Corey, a fourth generation La Jollan,
then dedicated his life to bringing  cold-brewed  coffee to the world.  For four
years, Corey and his talented group of technicians and consultants perfected the
commercialization of the cold coffee product and manufacturing process.

This research and development culminated into the HIPEX 7000, a commercial grade
high  volume  ASME  grade  brewing  vessel  which  manufacturers  the  Company's
cold-brewed  gourmet coffee extract.  The cold brewed gourmet extract is used in
our liquid coffee  concentrate  product,  our  non-alcoholic  cold coffee drink,
similar  in  style  to  Starbucks'  Frappaccino,  and  in our  coffee  flavorant
products.  The Company is  presently  undertaking  the final steps  necessary to
produce larger commercial volumes of their coffee products.  These steps include
the  design and  manufacture  of a higher  volume  ASME  grade  brewing  vessel,
delivery  and  installation  of  this  vessel.   Management  believes  there  is
substantial potential for international licensing of the Company's equipment and
process.

The Company was  incorporated  in the state of Washington on February 9, 1987 as
North  West  Converters,  Inc.  On  December  31,1996,  the  sole  director  and
shareholder discontinued the operations of the Company. On October 31,


                                       2
<PAGE>

1997,  our  Articles of  Incorporation  were  amended to change the par value of
common stock to $.001,  and the Company then began  operations  in the wholesale
and retail  gourmet and  specialty  foods and the operation of the retail store,
both of which were  unsuccessful.  On June 2, 1997,  we amended our  Articles of
Incorporation to change our name to North West Farms,  Inc. In November 1998, we
began the  development  stage of  entering  the retail and  wholesale  specialty
coffee  market.  On June 2, 1999,  we amended our Articles of  Incorporation  to
change our name to La Jolla Coffee Co.,  Inc. and on June 16,1999 we amended our
Articles of  Incorporation  to change our name to La Jolla Fresh Squeezed Coffee
Co.,  Inc. On June 15,  1999,  the  Company's  Board of  Directors  ratified the
acquisition  of the  assets  of  Stephen's  Coffee,  Inc.  and the  merger  with
Stephen's  Coffee  Holding,  Inc.  (See "Legal  Proceedings").  The Nasdaq Stock
Market  implemented  a change  in its  rules  requiring  all  companies  trading
securities on the OTC Bulletin  Board to become  reporting  companies  under the
Securities  Exchange Act of 1934. The Company was required to become a reporting
company by the close of business on February 24, 2000. The Company  acquired all
the outstanding shares of Sorisole  Acquisition Corp. to become successor issuer
to it  pursuant  to Rule  12g-3 in order to comply  with the  reporting  company
requirements implemented by the Nasdaq Stock Market.

Our corporate  headquarters  and principal  place of business is located at 9060
Activity Road, Suite A, San Diego,  California 92126. The Company's phone number
is (858) 273-5282.

Our Industry and Growth.  The specialty coffees industry,  as a group, has grown
from $1.3 billion in 1993 to over $4 billion in 1998  (Source,  SCAA,  Specialty
Coffee  Association of America).  Sales are expected to approach  $5,000,000,000
annually by the turn of the  century.  The SCAA expects  industry  growth not to
peak until around the year 2010.  The US market for  specialty  coffee is large,
fragmented and growing.  The  development of the specialty  coffee  industry has
shown there is room for a variety of competitors.

According to the National  Coffee  Association's  1998 National  Coffee Drinking
Trends  report,  approximately  65% of all consumers (age 10+) drink coffee on a
weekly basis,  they drink an average of 3.0 cups per day, and the overall number
of  coffee  drinkers  has  grown  from  approximately  140  million  in  1990 to
approximately 168 million in 1999. Coffee drinkers  demographics  include a wide
range of nationalities,  ethnic origins,  all age groups,  sexes, income levels,
mainstream and fringe lifestyles.

The specialty coffee segment of the industry has experienced  strong growth over
the past  decade and is  expected  to  continue  to grow  through the end of the
century.  Specialty coffees provide consumers with a considerably higher quality
coffee experience for relatively little additional cost.

The specialty coffee market is highly competitive.  Many of our competitors have
greater  marketing and financial  resources and brand name recognition  combined
with larger customer base and distribution channels.

Liquid Coffee Concentrate.  We are part of the specialty coffee industry that is
generally defined as Liquid Extracts,  Cold Flavored Coffees,  and Super Premium
Coffee.  The Nestle  Corporation,  which  recently  entered  the liquid  extract
market,  predicts that the liquid  extracts  industry has a $680,000,000  market
potential.  55 billion cups of coffee are served annually in total food service,
1.7 billion cups of that is soluble coffee. The Soluble Coffee Sector is defined
as all forms of instant  coffee,  including  liquid coffee extracts and powdered
concentrates. Liquid coffee concentrate is a part of, and also competes with the
soluble coffee industry.  The primary customers of the soluble coffee market are
the  Institutional and Hospitality  sectors,  which are the largest consumers of
coffee and require convenient and economical coffee products. More specifically,
the  hospitality   convention  oriented  larger  hotels  (125  rooms  plus)  use
concentrates to predictably and conveniently dispense large volumes of coffee to
several  hundred  guests often at one time.  Brewing  coffee  creates a time and
labor  requirement  that  does not  satisfy  the  demands  of this  market.  Not
surprisingly,  this  market  is the  first to  embrace  the  coffee  concentrate
concept.  In fact,  eighty  percent of all coffee  served in Las Vegas is liquid
coffee concentrate.

Hospitality and Institutional use of coffee concentrates in the United States is
led by Douwe Egbert, a subsidiary of Sara Lee. Superior Coffee distributes Douwe
Egbert products. Douwe Egbert offers a turnkey solution, which is economical and
easy to use but produces very mediocre tasting coffee.


                                       3
<PAGE>

The Gourmet Coffee  Concentrate Market is currently a small but emerging market,
which Management  believes will echo the development and  stratification  of the
ground  coffee  markets.   Low-grade  concentrates  have  pioneered  the  coffee
concentrate  business over the last ten years in the United States and paved the
way  for  premium   products.   We  compete  with  a  number  of  liquid  Coffee
manufacturers including: Douwe Egbert, Amelia Bay, Victory House, Beverage House
Inc., Lykes Pasco, Cool Brew, Nestle, Toddy, Sivetz, Filtron, and Flavor Brands.
Douwe Egbert is the leader in the coffee  concentrates  market offering products
that are  economical  and  easy to use.  These  competitors  use  higher  coffee
concentration levels at the expense of flavor.

We believe our gourmet  coffee taste is our  competitive  advantage.  We achieve
this gourmet taste by using our  proprietary  cold-brewing  process and choosing
lower  coffee  concentration  levels,  which  enhances  the flavor and  aromatic
profile of our coffee extract.

Cold Coffee  Beverage.  This "milk  bottle"  packaged  market is  dominated by a
Starbucks/Pepsi partnership producing Frappucino beverages.  Starbucks has a 90%
market  share.  Starbuck's,  the  market  leader,  has brand  name  recognition,
distribution  channels and strong  financial  resources.  The  remaining  10% is
divided among the smaller regional companies such as Coffee House USA and Buzz's
Coffee.

Ingredient Market. Coffee is used as a key flavor ingredient in the manufacturer
of hundreds of food products in the US and abroad. These products include:  hot,
cold and adult beverages, baked goods, cakes, cookies,  novelties,  candies, ice
creams.  Our  extracts  are  ideally  suited  for broad  spectrum  of  flavorant
applications  due to their excellent  flavor profile,  purity,  and consistency.
These qualities are unique to our extracts due to our proprietary  cold-brewing,
filtering, and packaging processes.

Kosher  Market.  The  company's  products  recently  received  a  Star-K  kosher
certification.  The Star-K certification is a universally  recognized symbol for
purity and quality.  We believe there is a tremendous market  opportunity in the
Orthodox Jewish community  because we will be replacing  inferior instant coffee
used during the Sabbath and Passover with a gourmet alternative.

Products And Services.

Javalixir.  Javalixir,  which was developed for the food service and hospitality
industry,  is  our  pure  coffee  concentrate.  We  target  major  food  service
providers,  such as family style restaurant chains,  fast food chains,  national
and  international  hotel chains and the Military  providing a complete  program
that offers economical solutions for high volume customers.

JavaNectar.  JavaNectar is our premium cold coffee  beverage  served over ice or
through granita "slushy" machines widely used in convenience store applications.
We  believe  that  JavaNectar  is  superior  to  our  competitor's  cold  coffee
beverages,  which are largely  derived  from powder  bases.  The initial  target
market is convenience stores in the southwest.

Retail Javalixir Coffee Concentrate.  The Retail Javalixir Coffee Concentrate is
packaged as 5 ounce and 12 ounce bottles. We anticipate that the product will be
offered to  individuals  by upscale  gourmet  grocery chains and by our Internet
retail site currently under renovation.

Ingredients.  Our flavorant products are coffee extracts that can be utilized as
an  ingredient in the  manufacture  of beverages and other food products such as
ice cream. We believe that our products' purity level will provide a competitive
advantage  in the coffee  extract  market.  We plan to  position  the  flavorant
product as a premium level ingredient.

Future Products. The Bottled Javanectar is a 10-ounce cold coffee drink, similar
to Starbuck's  Frappuccino  beverage which has  successfully  been sold in every
region of the country.  We believe that the bottled  Javanectar  offers a higher
quality,  better tasting beverage at a comparable price. Starbucks manufacturing
process involves a "full retort" to insure adequate pasteurization, the beverage
is heated to approximately 280 degrees Fahrenheit for a minimum of two hours.


                                       4
<PAGE>

We  believe  that this  process  destroys  much of the coffee  flavors,  thereby
leaving the  consumer's  pallet with a relatively  bland flavor note. We process
our bottled beverage using a less invasive process approved by the Food and Drug
Administration,  which we believe  leaves  the  majority  of the  coffee  flavor
intact. We anticipate that we will begin shipping our bottled Javanectar in July
2000.  The shelf life of this product is  estimated at 6 months,  allowing us to
market the product through national  distribution  channels.  Our target markets
include supermarkets, upscale gourmet markets and convenience stores.

Our  Distribution.  LJSFC will employ a combination  of one sales person and one
food broker for each of the three major  markets in  California.  These  markets
include San Diego,  Los Angeles and San Francisco.  As popularity and subsequent
demand  increases  through  these  regions,  brokers  and  distributors  will be
employed to penetrate the various fringe markets.

Our  Competition.  The schedule below  identifies,  to the best of the Company's
knowledge,  the primary competitors for the liquid coffee business in the United
States. Currently the competition has clustered around low-medium grade products
while the Company is targeting the gourmet coffee niche.

<TABLE>
<CAPTION>

                       Concentration      Liquid   Cold        Concentration      Bean Quality      Quality/      Price/
                                                   Brewed      Level                                Taste         Cup

<S>                    <C>                <C>      <C>         <C>                <C>               <C>           <C>
Lykes Pasko            35 to 1            Yes      No          High               Med               Med           $.07-.11
Douwe Egbert           35 to 1            Yes      No          High               Med               Med           $.07-.12
Victoria House         6 to 1             Yes      Yes         Medium             Low               Low           $.13
Amelia Bay             70 to 1            Yes      No          High               Medium            Medium        $.07-10
Coffee Drop            90 to 1            Yes      No          Medium             Low               Low           $.07-09
Sivetz                 6 to 1             Yes      No          Medium             High              High          $.18
Filtron                6 to1              Yes      Yes         Medium             Low-Medium        Medium        $.24
Flavor Brands          6 to1              Yes      No          Medium-High        Low-Medium        Medium        $.16
Beverage House         90 to1             Yes      No          Medium-High        Low-Medium        Medium        $.07
LJFS Coffee            12 to 1            Yes      Yes         Medium             High              High          $.07-.11
</TABLE>

Our cold-brewed  competitors are regionally based and Management  believes their
products are inferior in quality and taste.

Our Business Strategy.

Management has focused the Company's  marketing effort on our cold-brewed coffee
concentrate  and  flavorant  products  because  these  products will achieve the
fastest  profits.  The  cold-brewed  coffee  concentrates  target  market is the
hospitality  and food service  sector.  Our flavorant  products  target the food
manufacturing industry,  which uses our product as a flavoring ingredient in the
manufacture  of ice creams  baked  goods,  candies  and  beverages.  The Company
continues to develop higher volume  cold-brewing  vessels,  and plans to exploit
the  resulting  licensing  opportunities  in  foreign  markets.  The  Company is
developing its own flavor  formulas,  such as the "French  Vanilla"  flavor,  in
order to expand product lines, improve quality, and increase profit margins.

Coffee  Concentrate.  Our strategy is to position La Jolla Fresh Squeezed Coffee
as the new gourmet entry in the liquid coffee market offering  superior  quality
at a nominally  higher price. We target  customers with high volume  consumption
who  require  convenience  and  speed.  The  Company  seeks to create  the first
"national brand" premium grade  cold-brewed  coffee  beverage.  This is our main
profit center.

Our target market is the  hospitality  and food service  industry where we offer
turnkey coffee  solutions by providing our gourmet coffee  concentrate and state
of the  art  coffee  dispensing  machine.  We  supply  our  cold  brewed  coffee
concentrate in 1- gallon bag-in-box (BIB)  aseptically  filled  containers.  The
Company is targeting  opinion-leading  customers  including  major hotel chains,
fast food restaurants, hospitals and national airlines. After these accounts are
established, the Company will then pursue more traditional distribution channels
such as large food and  beverage  brokers  and major  retail and  grocery  chain
stores.


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<PAGE>

Our goal is to dominate the marketplace in San Diego, then Southern  California.
This approach  significantly  lowers shipping costs and increases profit margins
by eliminating  distributors  and brokers.  San Diego is a highly populated city
with several universities,  a military presence and a thriving tourism industry;
which all  contribute to large  industrial  and food service  demand.  We target
customers already using our competitors' liquid coffee,  because these customers
already  understand  the benefits of liquid  coffee.  However,  We provide these
customers with a superior gourmet tasting liquid extract alternative. We believe
that our gourmet taste will increase these institutions  coffee revenues because
better taste should translate into more coffee being served.

Management  estimates  that tens of millions  of coffee  drinkers  have  varying
degrees of sensitivity  to the heavy acid and oil content of most coffees.  This
deterrent often minimizes or eliminates their consumption of coffee.  Utah State
University  is testing the oil and acid  content  level in our coffee.  When the
Company has scientifically  established that our coffee is lower in acid and oil
than our  competitors,  then our  products  will be  positioned  as a  healthier
alternative.

Flavorant Products.  Our Flavorant products are coffee extracts formulated to be
utilized as ingredients in the manufacture of beverages and other food products.
Our  flavorant  products  focus on the food  manufacturing  industry  for use in
products such as ice creams, baked goods, candies and beverages. This is a large
and lucrative market segment in which there is tremendous volume  potential.  We
believe that our products'  superior taste and aromatic  profiles will provide a
competitive  advantage in the food manufacturing  market. The Company intends to
promote its brand identity,  whenever possible,  in the ingredients  business by
requiring  clear labeling of La Jolla Fresh Squeezed  Coffee Co. as the provider
of the  coffee  extract,  similar to "Intel  inside".  We plan to  position  our
flavorant products as premium level ingredients.

Image and Brand Identity.

[GRAPHIC OMITTED]
La Jolla,  California  the Company's  namesake is  internationally  known as the
"Riviera of the Pacific".  We strive to reflect a brand  identity and image that
reflects this world famous city's image; sophisticated,  yet in keeping with the
laid back  California  lifestyle.  Our logo  contains the image of a beach chair
with a cup of coffee  alongside  it, which beckons the consumer to take a break,
slow down, relax and enjoy a small indulgence. Many consumers have embraced this
small  indulgence  concept as  demonstrated  by the record number gourmet coffee
shops  clustered  around  business  districts  where people actually leave their
offices for an excellent cup of coffee.  The company is in the process of filing
several federal trademark applications to protect its trade names.

"Micro Cafe." La Jolla Fresh  Squeezed  Coffee is in the  development  stages of
entering the coffee retail store sector.  We are  interested in the concept of a
"Micro  Cafe".  A 650 square foot store where we can offer all the  products and
services of a larger store,  while adding our delicious and innovative  products
and brand  related  merchandise.  We would offer the best  assortment of popular
coffee products along with our own La Jolla Fresh Squeezed Coffee offerings.  We
believe there exists a "hole" in the market  between the coffee kiosks on wheels
and the Starbucks  style super store.  These cafes  businesses have low start up
and operating costs and the flexibility to compete in any  marketplace.  Typical
costs are less than  $75,000  for a fully  operational  store as compared to the
$250,000 to $400,000 of a Starbucks  style  store.  The large  corporate  coffee
stores offer a distinct franchise  opportunity for a small intimate neighborhood
store where the product is excellent and the server  actually knows you by name.
Recent media announcements indicate tens of thousands of so-called "right sized"
employees are looking for franchise opportunities.

We believe  possible  entry into this retail coffee shop market would provide La
Jolla Fresh Squeezed Coffee with a public presence for our products and allow us
to capture high margin retail sales and continue market research.


Our Suppliers and Equipment Vendors.

Coffee Markets. Coffee is the world's second largest agricultural product, which
is a  commercially  grown in tropical  regions in over 50 countries.  The coffee
markets supply, and therefore the price, is extremely  volatile.  Most coffee is


                                       6
<PAGE>

traded in the commodity  market.  There are different quality ranges within each
of the many different coffee  varieties,  which are priced  accordingly.  LJCC's
liquid coffee concentrate allows for the finest quality beans to be blended with
medium lesser  quality grade beans,  yet still  achieve a gourmet  flavor.  LJCC
trades in premium grade coffees,  at negotiated prices usually above that of the
commodity market depending on the current supply and demand, and in medium grade
generally at the commodity  price.  Stephen Corey's  background,  experience and
palate helps us maintain our high quality by combining  the  characteristics  of
different  coffees  and  grades of coffee to  create  unique  gourmet  blends at
reasonable prices.

The producing countries, economic, political and weather conditions often affect
coffee prices. Historically, large organizations and associations also influence
green coffee prices by agreements  that establish  quotas or restrict  worldwide
coffee  supplies.  In order to  combat  these  external  factors,  LJCC  engages
contracts and forward commitments in the coffee-buying  season to ensure supply.
Using a wide  variety  and  grade  blend  also  reduces  are  exposure  to price
volatility  of the premium  grade  coffees.  Developing  relationships  with our
suppliers also mitigates market exposure.

La Jolla Fresh  Squeezed  Coffee  purchases  green coffee beans for roasting and
grinding  according  to  customer  specification  and extract  requirement.  The
Company buys  premium  beans from  sources in Costa Rica,  Brazil,  El Salvador,
Guatemala,  Columbia and Hawaii.  Beans are purchased  directly from growers and
through  various  coffee  brokers.  The major  suppliers are as follows:  Daymar
Coffee, Holland Coffee, Cafe Moto.

Roasting.  LJCC procures and roasts  high-end green coffee beans to its exacting
specifications according to the customer and extraction requirement by Cafe Moto
in San Diego, California.

Dispensing  Equipment.  Karma Inc. a leading  manufacturer  of highly  efficient
coffee dispensing  equipment provides the machines used in dispensing our liquid
coffee concentrate.  Their national network provides nationwide distribution and
support for LJCC.

Packaging Machines.  Cole Palmer a leading manufacture of high quality packaging
machines provides the equipment used in packaging LJCC product for market.

Our Patents And Trademarks.  The HIPEX 7000,  LJCC's brewing vessel,  is refined
and highly efficient seventh generation technology.  The vessel produces a 12 to
1 coffee  concentrate.  The Company  currently holds no patents.  The Company is
protecting the proprietary  rights of the cold-brewing  process using a strictly
enforced trade secret  protocol  until a patent  protection is received from the
United States  Trademark and Patent Office.  A patent  application  has not been
filed.  On November 4, 1999,  LJCC filed an  application  with the United States
Trademark  and Patent Office to protect  "Fresh  Squeezed  Coffee(TM)".  LJCC is
currently  changing  its logo and when that is complete an  application  for "La
Jolla  Fresh  Squeezed  Coffee  Co." with the  accompanying  logo will be sought
including all product names.

Governmental  Regulation.  LJCC is subject to the general  laws and  regulations
relating to the food service industry. There are no specific laws or regulations
that govern the coffee industry as a whole,  that are materially  different than
other retail or wholesale food businesses.

Research And  Development.  LJCC invested  $100,462 and $902,250 in research and
development costs respectively in 1998 and 1999.

Employees.  As of December 31, 1999,the Company had 7 employees, of which 7 were
full time and none  were part time  employees.  The  Company  believes  employee
relations are good.

Item 2.  Description of Property.

Our  Property.  As of the dates  specified in the following  table,  we held the
following property:



                                       7
<PAGE>


              ----------------------------------------------------
              Property                          December 31, 1999
              ----------------------------------------------------
              Cash and Equivalents                     $16,526.00
              ----------------------------------------------------
              Property and equipment, net             $102,225.00
              ----------------------------------------------------

Our  Facilities.  The Company  headquarters  are located in our 5700 square foot
manufacturing  facility  at 9060  Activity  Road,  Suite A, San  Diego CA 92126.
Geologistics America's Inc., a sublessee, has subleased the property to James H.
Watson, Jr. dba Entrepreneur  Investments Inc, LLC ("EI") with permission of the
Lessor, AMB Property Corporation. EI's sublease terminates June 30, 2002. EI has
subleased the property by oral agreement to the Company.  The company pays $2907
every month.  Total rent expense for all leases for the years ended December 31,
1999 and 1998 amounted to approximately  $72,254 and $48,775,  respectively.  We
believe  that our  current  facility  will  support the  Company's  growth up to
approximately $10,000,000.

Item 3.  Legal Proceedings.

The Company is not aware of any pending  litigation  nor does it have any reason
to believe that any such litigation exists, except as follows:

In or about November 1999,  Michael Gilbert,  a former director of the Stephen's
Coffee,  Inc. and Stephen's Coffee Holding,  Inc. and current shareholder of the
Company,  filed an action in the United States District Court,  Central District
of  California,  alleging  that the transfer of the assets of Stephen's  Coffee,
Inc. to the Company was fraudulent and seeking  declaratory relief to unwind the
transaction.  In November 1998, the Company  believed it had settled this matter
by the payment of $15,000.00 (U.S. Dollars),  the issuance of 150,000 shares and
the  resignation  of Mr.  Gilbert as a director of  Stephen's  Coffee,  Inc. and
Stephen's  Coffee Holding,  Inc. The Company  believes that the claim is without
merit and intends to vigorously defend it.

In or about  November 1999,  Thomas Reed, a current  shareholder of the Company,
filed an action in the Los Angeles  Superior Court,  alleging  similar claims as
those of  Michael  Gilbert,  specifically  that the  transfer  of the  assets of
Stephen's  Coffee,  Inc. to the Company was fraudulent  and seeking  declaratory
relief to unwind the transaction. The Company believes that the claim is without
merit and intends to vigorously defend it.

In or about  November  1999,  Nina Ushakow filed an action in Monterey  superior
Court alleging default on a promissory note for a $33,656.  The Company believes
the claim is without merit and intends to vigorously defend it.

Item 4.  Submission of Matters to Vote of Security Holders

None

                                     PART II

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

We participate in the OTC Bulletin  Board,  an electronic  quotation  medium for
securities  traded  outside of the Nasdaq Stock Market and prices for our common
stock are published on the OTC Bulletin  Board under the trading  symbol "LJCC".
This  market is  extremely  limited  and the  prices  quoted  are not a reliable
indication  of the value of our common  stock.  On April 27,  2000,  the closing
price of our common stock,  as reported on the OTC Bulletin  Board,  was $.4375,
and there were  approximately  300  record  holders  of our  common  stock.  The
following  table  specifies the reported high and low sales or closing prices of
the Company's common stock on the OTCBB for the periods indicated.

        ----------------------------------------------------------------
                          Period                     High        Low
        ----------------------------------------------------------------
        October 1, 1999 - December 31, 1999           $1.01    $ .34375
        ----------------------------------------------------------------
        July 1, 1999 - September 30, 1999            $ 1.75    $ .59375
        ----------------------------------------------------------------
        April 1, 1999 - June 30, 1999              $ 1.6875      $ 1.00
        ----------------------------------------------------------------
        January 1, 1999 - March 31, 1999            $ 1.125      $ 0.00
        ----------------------------------------------------------------


                                       8
<PAGE>

The Company is authorized to issue 50,000,000 shares of common stock,  $.001 par
value, each share of common stock having equal rights and preferences, including
voting  privileges.  The shares of $.001 par value  common  stock of the Company
constitute  equity interests in the Company  entitling each shareholder to a pro
rata  share  of cash  distributions  made to  shareholders,  including  dividend
payments.  The  Bylaws  of the  Company  specify  how  the  cash  available  for
distribution,  whether occurring from operations or sales or refinancing,  is to
be shared among the shareholders.  The holders of the Company's common stock are
entitled  to one vote for each share of record on all  matters to be voted on by
shareholders.  There is no  cumulative  voting with  respect to the  election of
directors of the Company or any other  matter,  with the result that the holders
of more than 50% of the shares  voted for the  election of those  directors  can
elect all of the  Directors.  The  holders  of the  Company's  common  stock are
entitled to receive dividends when, as and if declared by the Company's Board of
Directors from funds legally available therefor;  provided,  however,  that cash
dividends are at the sole discretion of the Company's Board of Directors. In the
event of liquidation,  dissolution or winding up of the Company,  the holders of
common stock are entitled to share ratably in all assets remaining available for
distribution  to them after  payment of  liabilities  of the  Company  and after
provision has been made for each class of stock,  if any,  having  preference in
relation  to the  Company's  common  stock.  Holders of the shares of  Company's
common stock have no conversion,  preemptive or other  subscription  rights, and
there are no redemption provisions applicable to the Company's common stock. All
of the outstanding shares of Company's common stock are duly authorized, validly
issued, fully paid and non-assessable.

Dividend  Policy.  The Company has never declared or paid a cash dividend on its
capital  stock and does not expect to pay cash  dividends on its Common Stock in
the foreseeable future. The Company currently intends to retain its earnings, if
any, for use in its business.  Any  dividends  declared in the future will be at
the  discretion of the Board of Directors and subject to any  restrictions  that
may be imposed by the Company's lenders.

Penny  Stock  Regulation.   The  Commission  has  adopted  rules  that  regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks are generally  equity  securities  with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq  system,  provided  that current  price and volume  information  with
respect to  transactions  in such  securities  is  provided  by the  exchange or
system).  The penny stock rules require a broker-dealer,  prior to a transaction
in a penny stock not otherwise  exempt from those rules,  deliver a standardized
risk  disclosure  document  prepared by the  Commission,  which (i)  contained a
description  of the nature  and level of risk in the market for penny  stocks in
both public offerings and secondary trading; (ii) contained a description of the
broker's  or  dealer's  duties to the  customer  and of the rights and  remedies
available  to the  customer  with  respect to  violation to such duties or other
requirements  of Securities'  laws;  (iii) contained a brief,  clear,  narrative
description  of a dealer  market,  including  "bid" and "ask"  prices  for penny
stocks and  significance  of the spread between the "bid" and "ask" price;  (iv)
contains a toll-free telephone number for inquiries on disciplinary actions; (v)
defines  significant  terms in the  disclosure  document  or in the  conduct  of
trading in penny stocks; and (vi) contains such other information and is in such
form  (including  language,  type,  size and format),  as the  Commission  shall
require by rule or regulation.  The  broker-dealer  also must provide,  prior to
effecting any  transaction  in penny stock,  the customer (i) with bid and offer
quotations for the penny stock;  (ii) the compensation of the  broker-dealer and
its salesperson in the transaction; (iii) the number of shares to which such bid
and ask prices apply, or other comparable  information relating to the depth and
liquidity  of the  market for such  stock;  and (iv)  month  account  statements
showing the market value of each penny stock held in the customer's  account. In
addition,  the penny stock rules require that prior to a transaction  in a penny
stock not  otherwise  exempt from those  rules;  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure  requirements may have the effect of reducing the trading activity in
the secondary  market for a stock that becomes subject to the penny stock rules.
If any of the  Company's  securities  become  subject to the penny stock  rules,
holders of those securities may have difficulty selling those securities.


                                       9
<PAGE>

As of December 31, 1999,  there were 21,500 options to purchase  common stock at
$1.00 per share,  the  majority  of which  expire on October 6, 2001 and 100,000
options to purchase  common  stock at $0.05 per share,  which expire on December
31, 2001.

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

The  following   information   specifies   forward-looking   statements  of  our
management.   Forward-looking   statements  are  statements  that  estimate  the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of  forward-looking  terminology such as
"may",  "will",  "could",  "expect",   "estimate",   "anticipate",   "probable",
"possible", "should", "continue", or similar terms, variations of those terms or
the negative of those terms.  Actual  results may differ  materially  from those
contemplated by the forward-looking statements.

Results of  Operations.  The  Company  has not yet  realized  any  revenue  from
operations,  although it does expect to in the foreseeable future. The Company's
only  source  of  liquidity  in the  next  12  months  will  be the  sale of its
securities.  The Company has limited  cash  reserves and is dependent on raising
significant  funds in order to develop and  commercially  exploit its  financial
services website. In the event the Company is unable to raise significant funds,
the Company will be unable to implement its business plan.

Our  success is  materially  dependent  upon our  ability to satisfy  additional
financing requirements. We are reviewing our options to raise substantial equity
capital.  We  cannot  estimate  when we will  begin to  realize  positive  gross
revenue.  In order to satisfy  our  requisite  budget,  management  has held and
continues to conduct  negotiations  with various  investors.  We anticipate that
these  negotiations  will  result in  additional  investment  income  for us. To
achieve and  maintain  competitiveness,  we may be required to raise  additional
substantial funds. We anticipate that we will need to raise significant  capital
to  develop,  promote and conduct  its  operations.  Such  capital may be raised
through public or private financing as well as borrowing and other sources.

There can be no  assurance  that  funding for our  operations  will be available
under favorable terms, if at all. If adequate funds are not available, we may be
required to curtail operations significantly or to obtain funds by entering into
arrangements  with  collaborative  partners  or others  that may  require  us to
relinquish  rights to certain  products and services that we would not otherwise
relinquish.

Liquidity and Capital  Resources.  As of December 31, 1999, we have not realized
any revenues from our operations. The Statement of Cash Flows for the year ended
December 31, 1999, indicate a net loss of $2,711,836.00,  compared to a net loss
of  $371,487.00  during the same period in 1998. We cannot  predict when we will
begin realizing positive revenue.

The Company's Plan of Operations  for Next 12 Months.  The Company has continued
to review its business  plan and  evaluate  various  opportunities.  In the next
twelve  months,  we  anticipate  that we will market and  promote the  following
products:

Javalixir: Food Service & Hospitality.  Javalixer will be marketed through trade
shows,  Internet,  direct sales to opinion  leading  customers,  industry  trade
publications and in conjunction with dispensing equipment  manufacturers such as
Karma,  who are being sought out for turn key  solutions  for high volume coffee
service.   We  will  convert  existing  customers  of  Douwe  Egbert  and  those
institutions  who will  benefit from our  convenient  dispensing  format.  These
customers  in turn will demand  supply of our  product  through  their  existing
distribution  channels.  This will force the  distributors  to carry our product
line.

Javanectar  32-oz.  Tetrapak.  Marketing  will be  directed  through  major food
distributing  companies  such as  Starbucks,  which  supplies  the food  service
industry.  Forming  alliances with reputable food brokers will be key to success
in this sector of the market.  The employment of food brokers will in turn allow
the Company to minimize  overhead  for sales staff in the initial  phases of our
sales effort.


                                       10
<PAGE>

10-oz Javanectar / "Frappuccino"  style bottled beverage.  Because introducing a
product  in this  category  on a national  scale is  extremely  costly,  we will
initially  direct our efforts  within the  southern  California  region  through
C-stores,  upscale grocery chains,  and deli style restaurants  chains. As LJFSC
builds brand  identity  throughout  Southern  California,  we will expand to the
east. Distribution will be handled through conventional channels.

Retail  Javalixir.  The  Company  intends  to go "head to head"  with its retail
competitors  by placing  product  on the same  supermarket  shelf in  geographic
regions that have already  accepted the concept of liquid  coffee.  We intend to
take full advantage of the years of marketing  required to convert  conventional
coffee  drinkers to a liquid format.  The combination of our high end packaging,
competitive  pricing and on-site  sampling  programs  will drive sales.  This is
clearly one of the most expensive and least  profitable  marketing  campaigns we
will  undertake.  However,  we believe  this effort will  benefit the company in
terms of building  brand  identity.  Brokers who deal  exclusively  in specialty
gourmet products will be instrumental to our success in this regard.

In the next  twelve  months,  we  anticipate  that we will  fill  the  following
positions:

Manufacturing  and  Production.  The  company is  evaluating  manufacturing  and
production  managers to support production  ramp-up.  Currently  consultants and
members of the Board of Directors support this function.

Chemist  and Food  Scientist.  We  anticipate  that we will a  chemist  and food
scientist that can support both quality control and quality assurance  functions
and help manage production related  activities.  Currently  consultants  support
this function.

Sales  Force.  We will  employ a  combination  of one sales  person and one food
broker for each of the three major markets in California.  These markets include
San Diego,  Los Angeles and San Francisco.  As popularity and subsequent  demand
increases  through these regions,  brokers and distributors  will be employed to
penetrate the various fringe  markets.  The Company will implement a combination
of minimum base salary and commission.  As sales increase,  sales personnel will
move toward straight commission and appropriate equity compensation.

Product  Research and  Development.  Under  development  Hipex 7000 HV, the next
generation  brewing  vessel that will  manufacture  our liquid  coffee  extract.
Output  capacity per day: 500 gallons 12x concentrate  (162,500  finished cups).
This  machine  will be  ordered  over the next  year at an  approximate  cost of
$90,000.

Product  Stabilization  and  the  resulting  extension  of  shelf  life is a key
component to commercialization.  We have entered into a consulting  relationship
with Cornell  University Food Sciences Division and Utah State  University.  The
Company has also  achieved  satisfactory  stabilization  with their shelf stable
Javalixir  testing  with a private  consultant.  We expect to have a  stabilized
javalixer  in the 2nd  quarter  of 2000.  This will  dramatically  enlarge  Food
Service and general distribution opportunities.

The Company  requires  additional cash infusion to continue to operate.  To that
end, the Company has a Private Placement  Memorandum  circulating to raise up to
$1,500,000 from the issuance of common stock to be used for operating  costs, an
increased  marketing effort and to purchase equipment to increase its production
capacity.  The  operations  of the  Company  will be scaled to level of  capital
raised to fund it.

Item 7.  Financial Statements

Copies of Financial  Statements  specified in Regulation  228.310 (Item 310) are
filed with this Annual Report on Form 10-KSB.

Item 8.  Changes in and Disagreements with Accountants.

There have been no changes in or  disagreements  with the Company's  accountants
since the formation of the Company required to be disclosed pursuant to Item 304
of Regulation S-B.


                                       11
<PAGE>

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

Executive Officers and Directors.  We are dependent on the efforts and abilities
of certain of our senior  management.  The  interruption  of the services of key
management could have a material  adverse effect on our operations,  profits and
future  development,  if suitable  replacements  are not promptly  obtained.  We
anticipate  that we will enter into  employment  agreements with each of our key
executives;  however,  no assurance can be given that each executive will remain
with us  during  or  after  the  term  of his or her  employment  agreement.  In
addition,  our success depends,  in part, upon our ability to attract and retain
other  talented  personnel.  Although  we believe  that our  relations  with our
personnel are good and that we will continue to be successful in attracting  and
retaining qualified personnel, there can be no assurance that we will be able to
continue to do so. All  officers  and  directors of the Company will hold office
until their resignation or removal.

Our directors and principal executive officers are as specified on the following
table:

     ----------------------------------------------------------------------
     Name and Address        Age   Position
     ----------------------------------------------------------------------
     Kurt B. Toneys          45    President, Chief Executive Officer and a
                                   director
     ----------------------------------------------------------------------
     Stephen F. Corey        44    Secretary, Vice President and a director
     ----------------------------------------------------------------------

Kurt B. Toneys.  Mr.  Toneys is the  President,  Chief  Executive  Officer and a
director of the Company. Mr. Toneys was the President of Polar Pacific,  Inc., a
California-based global distributor of refrigerants and reclamation technologies
from 1996  through  1998.  Mr.  Toneys was a partner in Charles  duPont & Co., a
private  investment  banking  firm from 1993 to 1996.  Toneys  studied  business
administration  with emphasis in Finance and  Entrepreneurship at the University
of Southern California.

Stephen F. Corey. Mr. Corey is Secretary,  Vice President of Product Development
and a director of the Company.  Mr.  Corey has  performed  over five  continuous
years of intense scientific  research on coffee and coffee processing systems in
the following areas: coffee history,  molecular structure of coffee,  extraction
processes, new technology of concentration & extraction, blend creation, product
receptivity,  and statistical  analysis.  Mr. Corey is directly  responsible for
developing  the various  coffee lines used by the Company as well as  overseeing
its manufacturing  process and research and development for all future products.
Mr. Corey  studied  science,  chemistry,  physics and  empirical  background  in
engineering while attending three years of college in Davos, Switzerland and one
year at the College of Idaho. Mr. Corey holds technical  degrees in Aviation and
Airway Sciences.

There is no family relationship between any of the officers and directors of the
Company. Other than the officers, there are no significant employees expected by
the Company to make a significant contribution to the business of the Company.

There  are no  orders,  judgments  or  decrees  of any  governmental  agency  or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license,  permit or other  authority  to engage in the  securities
business or in the sale of a particular  security or  temporarily or permanently
restraining  any  officer  or  director  of  the  Company  from  engaging  in or
continuing any conduct,  practice or employment in connection  with the purchase
or sale of  securities,  or convicting  such person of any felony or misdemeanor
involving a security, or any aspect of the securities business or of theft or of
any felony, nor are any officer or director of the Company so enjoined.

Section 16(a) Beneficial  Ownership  Reporting  Compliance.  We do not presently
have  knowledge  as to whether all of our  officers,  directors,  and  principal
shareholders  have filed all reports  required to be filed by those  persons on,
respectively,  Form 3 (Initial Statement of Beneficial Ownership of Securities),
a Form 4 (Statement of Changes of Beneficial Ownership of Securities), or a Form
5 (Annual Statement of Beneficial Ownership of Securities).

Item 10.  Executive Compensation


                                       12
<PAGE>

Any compensation received by our officers,  directors,  and management personnel
will be determined  from time to time by our Board of  Directors.  Our officers,
directors,  and management  personnel  will be reimbursed for any  out-of-pocket
expenses incurred on our behalf.

Summary  Compensation Table. The table set forth below summarizes the annual and
long-term  compensation for services in all capacities to the Company payable to
our Chief Executive Officer and our other executive  officers whose total annual
salary  and  bonus is  anticipated  to exceed  $50,000  during  the year  ending
December 31, 2000.  Our Board of Directors  may adopt an incentive  stock option
plan for our executive officers which would result in additional compensation.

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
Name and Principal Position      Year      Annual Salary ($)    Bonus ($)    Other Annual      All Other Compensation
                                                                             Compensation ($)
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>              <C>               <C>                 <C>
Kurt B. Toneys, President        2000           $79,000.00       None              None                None
----------------------------------------------------------------------------------------------------------------------
Stephen Corey, Secretary,        2000           $79,896.70       None              None                None
Vice President
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Compensation of Directors. Our directors who are also employees receive no extra
compensation for their service on our Board of Directors.

Employment  Contracts.  We have entered into an employment contract with Stephen
Corey.

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

The following  table sets forth  certain  information  regarding the  beneficial
ownership  of our common  stock as of  December  31,  1999 by (i) each person or
entity known by us to be the beneficial owner of more than 5% of the outstanding
shares of common stock, (ii) each of our directors and named executive officers,
and (iii) all of our directors and executive officers as a group.

<TABLE>
<CAPTION>

Title of Class                Name and Address of                     Amount and Nature of                    Percent of Class
                              Beneficial Owner                        Beneficial Owner
--------------------------    -----------------------------------     ------------------------------------    -----------------

<S>                           <C>                                     <C>                                              <C>
$.001 Par Value Common        Cape Mckinnon Inc., 154B 18th           7,100,000 Shares, Shareholder                    34.81%
Stock                         Avenue, San Francisco, California
                              94121

$.001 Par Value Common        Donald Kurth, 3300 PGA Blvd.,           1,200,000 Shares, Shareholder                     5.88%
Stock                         Suite 410, Palm Beach Gardens,
                              FL. 33410

$.001 Par Value Common        Stephen F. Corey, 9060 Activity         4,140,000 Shares, Secretary, Vice                20.3%
Stock                         Road, Suite A, Director San             President, Director
                              Diego, California 92126

$.001 Par Value Common                                                All directors and named executive                34.81%
Stock                                                                 officers as a group
</TABLE>

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Commission  and generally  includes  voting or investment  power with respect to
securities.  In accordance  with  Commission  rules,  shares of our common stock
which may be  acquired  upon  exercise of stock  options or  warrants  which are
currently  exercisable or which become exercisable within 60 days of the date of
the table are deemed  beneficially owned by the optionees.  Subject to


                                       13
<PAGE>

community property laws, where applicable,  the persons or entities named in the
table above have sole voting and investment  power with respect to all shares of
our common stock indicated as beneficially owned by them.

Changes in Control.  Management of the Company is not aware of any  arrangements
which  may  result in  "changes  in  control"  as that  term is  defined  by the
provisions of Item 403 of Regulation S-B.

Item 12.  Certain Relationships and Related Transactions.

Transactions with Promoters.  There were no transactions with promoters,  except
for the following.

Pursuant to our  acquisition of and our election to become the successor  issuer
to  Sorisole  Acquistion  Corporation,  a  Delaware  corporation  for  reporting
purposes  pursuant to Rule 12g-3(a) of the General Rules and  Regulations of the
Securities  and Exchange  Commission,  we issued  500,000 shares of our $001 par
value common stock to Danilo Cacciamatta.

Related Party Transactions.  There have been no related party transactions which
would be required to be disclosed pursuant to Item 404 of Regulation S-B, except
for the following:

We have entered into a website development agreement with 1st Net Tech, which is
owned by Greg Writer, a former director of the Company.

We have entered into a sublease  agreement for our facilities with  Entrepreneur
Investments, which is owned by Greg Writer, a former director of the Company.

Item 13.  Exhibits and Reports on Form 8-K

3.1  Articles of  Incorporation  of La Jolla Fresh Squeezed Coffee Co., Inc., as
     amended.*

3.2  Amendment to Articles of Incorporation*

3.3  Amendment to Articles of Incorporation*

3.4  Amendment to Articles of Incorporation*

3.5  Amendment to Articles of Incorporation*

3.6  By-Laws of La Jolla Fresh Squeezed Coffee Co., Inc.*

10.1 Stock Acquisition and Reorganization  Agreement by and among La Jolla Fresh
     Squeezed Coffee Co., Inc. and Sorisole  Acquisition  Corp.,  dated February
     22, 2000.*

10.2 Plan of Recapitalization  and Merger by and between La Jolla Fresh Squeezed
     Coffee Company,  Inc. and Stephen's Coffee Holding, Inc. dated November 24,
     1999.

10.3 Agreement  of Purchase  and Sale of Assets by and  between La Jolla  Coffee
     Co., Inc. dnd Stephen's Coffee Co., Inc. dated June 15, 1999.


10.4 Internet Web Site  Development  Agreement by and between  Northwest  Farms,
     Inc. and Technologies, Inc. dated November 9, 1998.**

10.5 Employment Agreement by and between Northwest Farms, Inc. and Stephen Corey
     dated November 3, 1998.**


                                       14
<PAGE>

10.6 Sublease Agreement by and between Geologistics Americas,  Inc. and James H.
     Watson dba Entrepreneur Investments, LLC dated March 23, 1999.**

27   Financial Data Schedule*

* previously  filed with Amendment No.1 to Form 8-K which was filed on April 24,
2000
** to be filed by amendment to Form 10-KSB


                                       15
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned in the City of San Diego, California, on May 26, 2000.

                                     La Jolla Fresh Squeezed Coffee Co., Inc.,
                                     a Washington corporation

                                     By:  /s/ Kurt B. Toneys
                                          ------------------
                                          Kurt B. Toneys
                                     Its: President, Chief Executive Officer


                                       16
<PAGE>


ITEM 7. FINANCIAL STATEMENTS


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
<S>                                                                             <C>
Independent Auditors' Report ................................................   F-2

Consolidated Financial Statements:

     Consolidated Balance Sheet as of December 31, 1999 .....................   F-3

     Consolidated  Statements of Operations  for each of the years
     in the two-year  period ended December 31, 1999 and the period
     from August 13, 1993 (Inception) to December 31, 1999 ..................   F-4

     Consolidated  Statements  of  Stockholders'  Deficit  for the period
     from  August 13, 1993 (Inception) to December 31, 1999 .................   F-5

     Consolidated  Statements  of Cash Flows for each of the years
     in the two-year  period ended December 31, 1999 and the period
     from August 13, 1993 (Inception) to December 31, 1999 ..................   F-8

     Notes to Consolidated Financial Statements .............................   F-9
</TABLE>



                                       F-1
<PAGE>


                          Independent Auditors' Report

Board of Directors
La Jolla Fresh Squeezed Coffee Co., Inc.

We have audited the  accompanying  consolidated  balance sheet of La Jolla Fresh
Squeezed Coffee Co., Inc., (the "Company"),  a development-stage  company, as of
December  31,  1999,  and the related  consolidated  statements  of  operations,
stockholders'  deficit,  and cash  flows for each of the  years in the  two-year
period ended  December 31, 1999 and the period from August 13, 1993  (Inception)
to  December  31,  1999.  These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of La Jolla Fresh
Squeezed  Coffee Co.,  Inc. as of December  31,  1999,  and the results of their
operations  and their  cash flows for each of the years in the  two-year  period
ended  December  31, 1999 and the period from  August 13,  1993  (Inception)  to
December 31, 1999, in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company has incurred operating losses,
has a working  capital  deficit and  requires  additional  financing  to sustain
operations.  These  conditions  raise  substantial  doubt  about its  ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 2. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.



Irvine, California
April 21, 2000


                                      F-2
<PAGE>


                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 1999

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


                                     ASSETS
Current assets:
     Cash                                                           $    16,526
     Accounts receivable                                                  3,771
                                                                    -----------
         Total current assets                                            20,297

Property and equipment, net                                             102,225
                                                                    -----------
                                                                    $   122,522
                                                                    ===========

                       LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                               $    11,637
     Accrued expenses                                                    63,371
     Accrued payroll and related benefits                                13,021
     Other liabilities                                                    8,000
                                                                    -----------
         Total current liabilities                                       96,029

Due to related party                                                     78,547
                                                                    -----------
         Total liabilities                                              174,576

Commitments and contingencies                                                --

Stockholders' deficit:
  Common stock, $0.001 par value; 50,000,000
     shares authorized; 20,398,486 issued and outstanding                20,398
   Additional paid-in capital                                         4,036,683
   Deficit accumulated during the development stage                  (3,599,135)
   Note receivable from officer                                        (510,000)
                                                                    -----------

         Total stockholders' deficit                                    (52,054)
                                                                    -----------
                                                                    $   122,522
                                                                    ===========


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


                                       F-3

<PAGE>


                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                 For the year ended              For the period from
                                                                                     December 31,                   August 13, 1993
                                                                         -----------------------------------         (Inception) to
                                                                             1999                    1998          December 31, 1999
                                                                         ------------           ------------     -------------------
<S>                                                                      <C>                    <C>                    <C>
Net sales                                                                $         --           $         --           $         --

Cost of sales                                                                      --                     --                     --
                                                                         ------------           ------------           ------------

         Gross profit                                                              --                     --                     --

Operating expenses-
   Selling, general and administrative                                      1,501,836                371,487              2,389,135
   Stock issued for services                                                1,210,000                     --              1,210,000
                                                                         ------------           ------------           ------------

         Net loss                                                        $ (2,711,836)          $   (371,487)          $ (3,599,135)
                                                                         ============           ============           ============

Basic and diluted loss per share                                         $       (.14)          $       (.12)
                                                                         ============           ============

Basic and diluted weighted average common shares
outstanding                                                                18,730,031              3,032,264
                                                                         ============           ============
</TABLE>


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


                                      F-4
<PAGE>


                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                 FOR THE PERIOD FROM AUGUST 13, 1993 (INCEPTION)
                              TO DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                                                                            Deficit
                                                      Common Stock                        Accumulated
                                                ------------------------    Additional     During the     Note
                                                                             Paid-In      Development   Receivable
                                                  Shares        Amount       Capital          Stage    From Officer      Total
                                                ----------    ----------    ----------     ----------  ------------    ----------
<S>                                              <C>          <C>           <C>            <C>            <C>          <C>
Common stock issued to founder and
 shareholders in recapitalization                1,142,500    $    1,143    $  148,113     $       --     $  --        $  149,256

Capital contributed by founder                          --            --       362,556             --        --           362,556

Net loss for the period from August 13, 1993
 (Inception) through December 31, 1997                  --            --            --       (515,812)       --          (515,812)
                                                ----------    ----------    ----------     ----------     -----        ----------

Balances, December 31, 1997                      1,142,500         1,143       510,669       (515,812)       --            (4,000)

Capital contributed by founder                                                 105,094             --        --           105,094

Shares retained by shareholders in
recapitalization on November 1, 1998            11,086,797        11,087       (11,087)            --        --                --

Stock issued in November and December
 1998 in a private placement at $0.35              503,571           503       175,747             --        --           176,250
 per share
Net loss                                                --            --            --       (371,487)       --          (371,487)
                                                ----------    ----------    ----------     ----------     -----        ----------

Balances, December 31, 1998                     12,732,868        12,733       780,423       (887,299)       --           (94,143)
</TABLE>


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



                                      F-5
<PAGE>


                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                   (Continued)

                 FOR THE PERIOD FROM AUGUST 13, 1993 (INCEPTION)
                              TO DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                                                            Deficit
                                                      Common Stock                        Accumulated
                                                ------------------------    Additional     During the     Note
                                                                             Paid-In      Development   Receivable
                                                  Shares        Amount       Capital          Stage    From Officer      Total
                                                ----------    ----------    ----------     ----------  ------------    ----------
<S>                                              <C>               <C>       <C>               <C>       <C>           <C>
Stock issued from January to March 1999
 in a private  placement at $0.35 per share        496,429           496       173,254         --             --        173,750

Stock issued from May to October 1999
 in a private  placement at $0.65 per share        475,846           476       308,824         --             --        309,300

Value of stock options granted to officers
 in February  1999 at $0.15 per share                   --            --     1,000,000         --             --      1,000,000

Exercise of stock options in February 1999
 at $0.15  per share for note                    3,400,000         3,400       506,600         --       (510,000)            --

Exercise of stock options in February 1999
 at $0.15  per share for employment services     1,600,000         1,600       238,400         --             --        240,000

Stock issued in June 1999 valued at $0.65
 per share  for services                         1,000,000         1,000       649,000         --             --        650,000

Stock issued for cash in June, August,
 September and October 1999 at $0.65 per share     446,152           446       289,554         --             --        290,000

Stock issued for cash in November 1999
 at prices ranging from $0.31 to $0.36             172,191           172        60,703         --             --         60,875
 per share
</TABLE>


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


                                      F-6
<PAGE>



                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                   (Continued)

                 FOR THE PERIOD FROM AUGUST 13, 1993 (INCEPTION)
                              TO DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                                                                       Deficit
                                                 Common Stock                        Accumulated
                                           ------------------------    Additional     During the        Note
                                                                        Paid-In      Development      Receivable
                                             Shares        Amount       Capital          Stage       From Officer       Total
                                           ----------    ----------    ----------     ----------     ------------     ----------
<S>                                        <C>           <C>           <C>            <C>             <C>             <C>
Stock issued for cash in December
1999 at $0.40 per  share                        75,000            75        29,925             --              --          30,000

Net loss                                            --            --            --     (2,711,836)             --      (2,711,836)
                                           -----------   -----------   -----------    -----------     -----------     -----------

Balances, December 31, 1999                 20,398,486   $    20,398   $ 4,036,683    $(3,599,135)    $  (510,000)    $   (52,054)
                                           ===========   ===========   ===========    ===========     ===========     ===========
</TABLE>


<PAGE>


                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                    For the year ended           For the period from
                                                                                        December 31,               August 13, 1993
                                                                            ---------------------------------      (Inception) to
                                                                                1999                  1998        December 31, 1999
                                                                            -----------           -----------    -------------------
<S>                                                                         <C>                   <C>                <C>
Cash flows from operating activities:
   Net loss                                                                 $(2,711,836)          $  (371,487)       $(3,599,135)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
   Depreciation                                                                  16,232                    --             16,232
   Value of stock options issued below fair value                             1,000,000                    --          1,000,000
   Issuance of common stock for services
rendered                                                                        890,000                    --            890,000
   Changes in operating assets and liabilities:
     Accounts receivable                                                         (3,771)                   --             (3,771)
     Accounts payable                                                             6,109                 5,528             11,637
     Accrued expenses                                                            53,871                 9,500             63,371
     Accrued payroll and related benefits                                         9,357                 3,664             13,021
     Other liabilities                                                            8,000                    --              8,000
                                                                            -----------           -----------        -----------

       Net cash used in operating activities                                   (732,038)             (352,795)        (1,600,645)
                                                                            -----------           -----------        -----------

Cash flows from investing activities-
   Purchases of property and equipment                                         (118,457)                   --           (118,457)
                                                                            -----------           -----------        -----------

Cash flows from financing activities:
   (Decrease) increase in due to related parties                                (10,000)               88,547             78,547
   Issuance of common stock for cash                                            863,925               176,250          1,189,431
   Contributions of capital                                                          --               101,094            467,650
                                                                            -----------           -----------        -----------

       Net cash provided by financing activities                                853,925               365,891          1,735,628
                                                                            -----------           -----------        -----------

   Net increase in cash                                                           3,430                13,096             16,526
   Cash at beginning of period                                                   13,096                    --                 --
                                                                            -----------           -----------        -----------

   Cash at end of period                                                    $    16,526           $    13,096        $    16,526
                                                                            ===========           ===========        ===========

Non Cash Financing Activities-
   Stock issued to officer for promissory note                              $        --           $   510,000        $   510,000
                                                                            ===========           ===========        ===========
</TABLE>


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


                                      F-8


<PAGE>

                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


Note 1 - Organization

La Jolla Fresh Squeezed Coffee Company,  Inc.,  formerly North West Farms,  Inc.
("LJFSC"),  incorporated  in the  state  of  Washington,  and  its  subsidiaries
(collectively  the  "Company")  intends to  manufacture,  market and  distribute
quality cold-brewed coffee liquid extract and gourmet  non-alcoholic cold coffee
drinks.  The Company since  Inception  has had no  significant  operations  and,
accordingly, is a company in the development stage.

Stephen's  Coffee Co., Inc.  ("SCC") was incorporated in the state of California
on August 13, 1993  ("Inception").  SCC is the operating company responsible for
the  development  of  manufacturing   methods  and  products  for  distribution.
Effective  November 1, 1998,  SCC was  acquired for  1,142,500  shares of common
stock representing  approximately 9% of the outstanding voting stock of LJFSC in
exchange for the common stock of SCC. LJFSC has had no  significant  operations.
For accounting  purposes,  the combination is treated as a  recapitalization  of
SCC.

The accompanying consolidated financial statements reflect the historical assets
and liabilities,  and the related  historical  operations of SCC for all periods
presented.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements at December 31, 1999, include
the accounts of the Company and its  subsidiaries.  All  inter-company  accounts
have been eliminated in consolidation.

Basis of Presentation

The accompanying  consolidated  financial statements have been prepared assuming
that the Company  will  continue as a going  concern.  The Company has  incurred
losses from operations  since its inception and requires  substantial  funds for
its operational  activities and sales efforts.  These factors raise  substantial
doubt about the Company's ability to continue as a going concern.  Management is
seeking financing through a private placement of its common stock.  There are no
assurances  that funds will be available to or, if  available,  that the Company
will achieve revenues  sufficient to meets its cost structure.  The accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

Use of Estimates

The  preparation  of  consolidated   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
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements,  and the reported amounts of revenues and expenses during
the  reported  periods.  Actual  results  could  materially  differ  from  those
estimates. Significant estimates made by management include, but are not limited
to, the  allowance  for losses on  uncollectible  accounts  receivable,  and the
impairment of long-lived assets.


                                      F-9

<PAGE>

                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


Note 2 - Summary of Significant Accounting Policies, continued

Concentration of credit risk

The Company purchased  certain products from two suppliers,  which accounted for
approximately  24% and 23% of total purchases during the year ended December 31,
1999. No suppliers  represented more than 10% during the year ended December 31,
1998.  Management  does not believe that the loss of such suppliers could have a
severe impact on the results of operations.

Impairment of Long-Lived Assets

The Company accounts for impairment of long-lived assets under the provisions of
Statement of Financial  Accounting  Standards ("SFAS") No. 121,  "Accounting for
the Impairment of Long-Lived  Assets and  Long-Lived  Assets to Be Disposed Of."
This  statement  requires  that  long-lived  assets  and  certain   identifiable
intangibles   be  reviewed  for  impairment   whenever   events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying  amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired,  the
impairment  to be  recognized  is measured  by the amount by which the  carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying  amount or fair value less costs to
sell.

Property and Equipment

Property and equipment are depreciated  over their estimated  useful lives using
the  straight-line  method over three to seven years.  Additions and betterments
are  capitalized.  The cost of maintenance  and repairs is charged to expense as
incurred.  When  depreciable  property is retired or otherwise  disposed of, the
related cost and accumulated  depreciation are removed from the accounts and any
gain or loss is reflected in operations.

The Company  periodically  reviews the value of its property and  equipment  for
impairment  whenever events or changes in  circumstances  indicate that the book
value of an asset may not be recoverable. An impairment loss would be recognized
whenever the review  demonstrates  that the future  undiscounted  net cash flows
expected to be generated by an asset from its use and  eventual  deposition  are
less than the  carrying  amount of the asset.  Management  believes no permanent
impairment has occurred.

Revenue Recognition

Revenue from coffee products is recognized  upon shipment of product.  Estimated
returns and allowances are accrued to expenses at the time of sale.

Income Taxes

The Company  accounts  for income  taxes under the  provisions  of SFAS No. 109,
"Accounting for Income Taxes,"  whereby  deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between  bases used for financial  reporting  and income tax reporting



                                      F-10
<PAGE>

                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


Note 2 - Summary of Significant Accounting Policies, continued

purposes.  Deferred tax assets and  liabilities  are measured  using enacted tax
rates expected to apply to taxable income in the years in which those  temporary
differences  are expected to be recovered or settled.  A valuation  allowance is
provided for certain  deferred tax assets if it is more likely than not that the
Company will not realize tax assets through future operations.

Stock-Based Compensation

SFAS No. 123,  "Accounting for Stock-Based  Compensation,"  defines a fair value
based method of accounting for stock-based  compensation.  However, SFAS No. 123
allows an entity to continue to measure  compensation  cost related to stock and
stock  options  issued to employees  using the  intrinsic  method of  accounting
prescribed by Accounting  Principles  Board Opinion ("APB") No. 25,  "Accounting
for Stock Issued to Employees."  Entities electing to remain with the accounting
method of APB No. 25 must make pro forma  disclosures  of net income  (loss) and
earnings (loss) per share, as if the fair value method of accounting  defined in
SFAS No. 123 had been  applied.  Through  December 31, 1999,  the Company had no
employee stock options outstanding.

Loss Per Share

Basic EPS is  computed  as net income  (loss)  divided by the  weighted  average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution  that could occur from common stock  issuable  through stock
options, warrants and other convertible securities. The Company did not have any
potentially  dilutive  common stock  equivalents  outstanding as of December 31,
1999 or 1998.

Reporting Comprehensive Income

In June 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income."
This   statement   establishes   standards  for  reporting  the   components  of
comprehensive  income  and  requires  that all  items  that are  required  to be
recognized under accounting  standards as components of comprehensive  income be
included in a financial  statement that is displayed with the same prominence as
other  consolidated  financial  statements.  Comprehensive  income  includes net
income  (loss),  as well as  certain  non-shareholder  items  that are  reported
directly  within a separate  component  of  stockholders'  equity and bypass net
income (loss).  The Company had adopted the provisions of this statement  during
the  current  fiscal  year,  with no  impact  on the  accompanying  consolidated
financial statements.

Disclosures about Segments of an Enterprise and Related Information

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  About Segments of an
Enterprise and Related  Information."  The provisions of this statement  require
disclosures  of financial  and  descriptive  information  about an  enterprise's
operating   segments  in  annual  and  interim   financial   reports  issued  to
stockholders.  The statement  defines an operating  segment as a component of an
enterprise that engages in business  activities that generate  revenue and incur
expense,   whose   operating   results  are  reviewed  by  the  chief  operating
decision-maker  in  the  determination  of  resource  allocation  and  assessing
performance,  and for which discrete  financial  information  is available.  The
Company has adopted the  provisions of this  statement in 1999 with no impact on
the accompanying consolidated financial statements.



                                      F-11
<PAGE>


                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


Note 2 - Summary of Significant Accounting Policies, continued

Accounting for Derivative Instruments and Hedging Activities

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments and Hedging Activities,  effective for all fiscal quarters of fiscal
years  beginning after June 15, 1999.  Accordingly,  the Company will adopt SFAS
No. 133 beginning on January 1, 2000. SFAS No. 133 establishes standards for the
accounting  and  reporting of  derivative  instruments  and hedging  activities,
including certain derivative instruments embedded in other contracts. Under SFAS
No. 133, entities are required to carry all derivative instruments at fair value
on their balance  sheets.  The  accounting  for changes in the fair value (i.e.,
gains or  losses)  of a  derivative  instrument  depends  on whether it has been
designated  and  qualifies  as part of a  hedging  activity  and the  underlying
purpose for it. The Company  does not believe  that the adoption of SFAS No. 133
will  have  a  significant  impact  on  the  Company's   consolidated  financial
statements or related disclosures.

Note 3 - Acquisition

As discussed in Note 1, LJFSC entered into an asset purchase  agreement with SCC
to acquire all the assets of SCC for 1,142,500 shares of its common stock. Since
the  acquisition  was treated as a  recapitalization  of SCC,  these  shares are
reflected  as  outstanding  since  Inception.  The  shares  totaling  11,086,797
retained by the  shareholders  of LJFSC are  considered  as issued in connection
with  the  recapitalization  in  the  accompanying  consolidated  statements  of
stockholders'  deficit.  LJFSC had no assets nor  operations  at the date of the
acquisition.

Note 4 - Property and Equipment

Property and equipment consists of the following at December 31, 1999:

                Equipment                            $  59,956
                Furniture and fixtures                   1,249
                Leasehold improvements                  57,252
                                                     ---------
                                                       118,457
                Less accumulated depreciation          (16,232)
                                                     ---------
                                                     $ 102,225

Note 5 - Commitments and Contingencies

Lessee

The Company is the lessee of office  equipment under operating  leases typically
for  periods of three  years.  The  Company  leases its  office  space  under an
operating  lease in which the terms are for a period of six  months.  Total rent
expense for all leases for the years ended  December 31, 1999 and 1998  amounted
to approximately $72,254 and $48,775, respectively.


                                      F-12
<PAGE>

                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


Note 5 - Commitments and Contingencies, continued

The  Company's  future  annual  minimum  lease  payments for all  non-cancelable
operating leases as of December 31, 1999, are as follows:

                Years Ending

                    2000                 $  64,614
                    2001                    47,172
                    2002                    29,730
                    2003                     7,957
                                           -------
                                         $ 149,473
                                           =======

Litigation

In November  1999,  a former  director  of SCC made a claim  against the Company
alleging that certain  corporate  formalities  were not complied with during the
transfer of the assets of SCC  entitling  the  plaintiff to unwind the transfer,
$150,000 in damages and additional shares in the Company.  In November 1998, the
Company  believed  it had  settled  the matter by the  payment of  $15,000,  the
issuance of 150,000  shares and the director's  resignation.  The outcome of the
case is  uncertain.  As  such,  no  provision  for  loss  has  been  made in the
accompanying consolidated statements of operations.

In November 1999, a shareholder of the Company filed a claim against the Company
alleging similar claims as above,  specifically  that the transfer of the assets
of SCC was fraudulent and is seeking  declaratory relief to unwind the transfer,
and other damages.  The outcome of the case is uncertain.  As such, no provision
for  loss  has  been  made  in  the  accompanying   consolidated  statements  of
operations.

Note 6 - Stockholders' Deficit

During the period from  Inception to December 1998, the president and founder of
SCC had personally  funded much of the  operations.  Approximately  $468,000 was
contributed  to further the  research  and  development  of its cold  extraction
process and delivery system.

Common Stock Issuances

As discussed in Notes 1 and 3, effective  November 1, 1998, NWF issued 1,142,500
shares of its common stock for all the assets subject to liabilities  assumed of
SCC.  Since the  acquisition  was treated as a  recapitalization  of SCC,  these
shares are  reflected  as  outstanding  since  Inception.  The  shares  totaling
11,086,797  retained  by the  stockholders  of NWF are  considered  as issued in
connection with the recapitalization in the accompanying consolidated statements
of stockholders' deficit.

In 1998,  the Company  issued 503,571 shares of common stock for $0.35 per share
in a private  placement  offering for a total of $176,250.  In 1999, the Company
sold an additional  496,429  shares of common stock for $0.35 per share pursuant
to such offering for a total of $173,750.

From May to October 1999, the Company received $309,300 from a private placement
offering issuing 475,846 shares of its common stock for $0.65 per share.


                                      F-13
<PAGE>

                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


Note 6 - Stockholders' Deficit, continued

In June 1999,  the Company  issued  1,000,000  shares of common stock to a third
party in exchange for the development and maintenance of the Company's  website.
The services  were valued at $650,000 or $0.65 per share.  The Company  disputes
the  transaction  due to lack of  performance  by the vendor and the  Company is
currently  pursuing  cancellation of a portion of the shares.  No adjustment has
been made to the accompanying  consolidated  financial statements as a result of
managements' intent to cancel certain shares under this arrangement.

At various times during 1999,  the Company issued 446,152 shares of common stock
at $0.65 per share for total proceeds of $290,000.

In November  1999,  the Company  issued 172,191 shares of common stock at prices
ranging from $0.31 to $0.36 per share for total proceeds of $60,875.

In December  1999, the Company issued 75,000 shares of common stock at $0.40 per
share for total proceeds of $30,000.

Stock Options

In 1999, the Company  adopted the 1999 Incentive Stock Option Plan (the "Plan"),
which  authorizes  the granting of options to key employees,  directors,  and/or
consultants  to purchase  unissued  common stock subject to certain  conditions,
such as continued  employment.  Options are generally granted at the fair market
value of the Company's common stock at the date of grant and become  exercisable
over a period of three  years from the date of grant.  During  1999,  options to
purchase  5,000,000  shares of the  Company's  common  stock  were  granted  and
exercised at $0.15 per share.

In February  1999,  pursuant to the Plan,  the Company  granted to two  officers
options to purchase  3,400,000 and 1,600,000 shares of its common stock at $0.15
per share. The officers exercised these options in February 1999 in exchange for
a promissory note bearing  interest at six percent per annum due in 2009 for the
3,400,000  shares and services  rendered for the 1,600,000  shares.  No payments
have  been  made on the  note  during  1999.  The  Company  recorded  additional
compensation  expense  during 1999 of $1,000,000  for the value of these options
granted  below fair value based on the  difference  between the  estimated  fair
value of $0.35 and the exercise price of $0.15.

Note 7 - Provision for Income Taxes

The  Company's  net deferred  tax assets at December  31,  1999,  consist of net
operating  loss  carryforwards  for  federal  and  state  income  tax  reporting
amounting to  approximately  $3.6  million and $1.7  million,  respectively.  At
December 31, 1999, the Company provided a 100% valuation allowance for these net
operating loss carryforwards  totaling approximately $1.4 million. The Company's
net  operating  loss  carryforwards  will  begin to  expire in 2019 and 2004 for
federal and state income tax  purposes,  respectively.  The Company  recorded no
benefit for income  taxes during the periods  presented.  During the years ended
December 31, 1999 and 1998, the Company's  total valuation  allowance  increased
approximately $1.1 million and $149,000, respectively.



                                      F-14
<PAGE>

                    LA JOLLA FRESH SQUEEZED COFFEE CO., INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 7 - Provision for Income Taxes, continued

The difference between the tax benefit assuming a Federal income tax rate of 34%
and amounts  recorded in the financial  statements of zero percent is the result
of the Company recording a 100% valuation allowance for its deferred tax assets.

As a result of changes in ownership,  the  Company's  use of net operating  loss
carryforwards  may be limited by section 382 of the Internal  Revenue Code until
such net  operating  loss  carryforwards  expire.  Deferred tax assets have been
computed  using the maximum  expiration  terms of 20 and 5 years for federal and
state tax purposes, respectively.

Note 8 - Subsequent Events

On February 22, 2000, the Company acquired all the outstanding  shares of common
stock of Sorisole Acquisition Corp. ("Sorisole"),  a Delaware corporation,  from
the  shareholders  thereof in exchange  for  3,500,000  shares of common  stock.
Sorisole is a reporting  shell  corporation and has no assets or liabilities and
no  significant  operations.  This  acquisition  will  be  accounted  for  as  a
recapitalization of the Company.

From January to April 2000,  the Company  issued  340,000,  78,950,  249,500 and
61,111 shares of its common stock for cash to unrelated parties at $0.12, $0.19,
$0.40 and $0.45  per  share,  respectively,  in a  private  placement  under the
provisions of the  Securities Act of 1933.  The Company  received  approximately
$182,000 pursuant to such offering.


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