SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 1998
OR
[ ] 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 0-25065
CENTURY INVESTMENTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2051280
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Flat H, 14th Floor, Lu Shan Mansion,
5 Taikoo Shing Road, Quarry Bay
Hong Kong, China
(Address of principal executive offices (zip code))
(852) 2565 8778
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the last 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 No X The Company has been subject
to the filing requirements of
the Securities Exchange
Act of 1934 for less than 90 days.
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding at
September 30, 1998
Common Stock, par value $0.0001 10,000,000
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENTURY INVESTMENTS INTERNATIONAL, INC.
Balance Sheet
September 30, 1998
(Unaudited)
ASSETS
Cash $1,000
Total assets $1,000
Shareholder Equity
Common Stock (10,000,000 shares
$.0001 par value) 1,000
Total Equity $1,000
(A) DESCRIPTION OF BUSINESS. The Company was organized August 8,
1997 for the purpose of engaging in any lawful business. The
Company is in the development stage and operations have not
commenced. The Company has selected the calendar year as its fiscal
year.
(B) COMMON STOCK ISSUED. The Company has authorized 100,000,000
shares of Common Stock having a par value of $.0001 per share, and
20,000,000 shares of preferred stock having a par value of $.0001
per share. As of September 30, 1998, 10,000,000 shares of common
stock had been issued and were outstanding.
(C) Certain officers and directors of the Company have paid the
offering costs of the Company without recourse or obligation of
repayment by the Company. Payments for offering costs have totaled
$122,800.
(D) Only a Balance Sheet is presented because there were no items of
revenue or expense to report on an Income Statement.
(E) There are 1,000,000 warrants outstanding. Each warrant
entitles the holder to purchase one share of the Company's common
stock at a price equal to 75% of the average closing bid of the
Common Stock on the last business day prior to the exercise for an
exercise period of two years commencing on the date of effectiveness
of the registration statement. If at the time of exercise no
trading market has developed for the Common Stock and no trading
prices are therefore available, then the warrants may be exercised
at a price of $1.00 per share. The warrants are callable on thirty
days notice by the Company at a redemption price of $.0001 per
warrant, unless exercised by the holder during the call period.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Century Investments International, Inc. (the "Company") filed
with the Securities and Exchange Commission a registration statement
on Form S-11 in connection with the registration of 1,000,000
shares of its Common Stock, $.0001 par value per share (the
"Shares") for sale on a "best efforts" basis by the Company which
became effective on July 31, 1998 (the "Registration Statement").
Subsequently, the Company filed a Form 8-A pursuant to the
Securities Exchange Act of 1934. The Company files with the
Securities and Exchange Commission periodic and episodic reports
under Rule 13(a) of the Exchange Act, including quarterly reports on
Form 10-Q and annual reports Form 10-K. As a reporting company
under the Exchange Act, the Company may register additional
securities on Form S-8 (provided that it is then in compliance with
the reporting requirements of the Exchange Act) and on Form S-3
(provided that is has during the prior 12 month period timely filed
all reports required under the Exchange Act), and its class of
common stock registered under the Exchange Act may be traded in the
United States securities markets provided that the Company is then
in compliance with applicable laws, rules and regulations, including
compliance with its reporting requirements under the Exchange Act.
The ability of the Company to effectuate all or any portion of
its business plan is dependent on the amount of funds raised in its
sale of its Shares (the "Offering"). The Company intends to build,
manage, develop and acquire real property but has not selected any
such property to date and its Offering is deemed to be blind pool.
As of the date hereof, the Company has not made any sales of
its Shares.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the
Company is unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 4
--Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to Registrant's Amendment #1 to
Form S-11 as filed with the Securities and Exchange
Commission on November 25, 1997.
By-laws, incorporated by reference to Exhibit 3.2 to
issuer's Form S-1 filed on September 18, 1997.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during
the quarter ended September 30, 1998.
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 thereunto duly authorized.
CENTURY INVESTMENTS INTERNATIONAL, INC.
By:
Alan Kwong
Dated: November 9, 1998
