SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
(X) Quarterly Report Pursuant to 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 No.0-23965
CENTENNIAL BANC SHARE CORP..
----------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1374481
-------- ----------
(State or other (IRS Employer File Number)
jurisdiction of incorporation)
6970 South Holly Circle, #105, Englewood, CO 80112
- - -------------------------------------------- ---------------------
(Address of principal executive offices) (zip code)
(303) 840-2000
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) had 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
The number of shares outstanding of Registrant's common stock, par value
$.0000001 per share, as of November 1, 1998 were 1,149,300 common shares.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM I. Financial Statements
See attached financial statements
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
September 30, December 31,
1998 1997
(unaudited) (audited)
--------- ---------
Current Assets:
<S> <C> <C>
Cash $ 11,858 $ 111,093
Certificate of Deposit 66,362
Note Recievable 0 4,700
--------- ---------
Total current assets 78,220 115,793
Property & Equipment:
Net of accumulated depreciation 10,176 3,274
Other Assets:
Deposits 3,461 25,000
--------- ---------
$ 91,857 $ 144,067
========= =========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 5,839 $ 524
Accrued Expenses 8,976 3,730
Notes Payable 10,416 34,382
--------- ---------
Total Current Liabilities 25,231 38,636
Shareholders Equity:
Preferred stock, $.0000001 par value,
1,000,000 shares authorized, None issued -- --
Common stock, $.0000001 par value,
50,000,000 authorized, 1,147,500 shares
and 1,165,966 shares issued and outstanding
at December 31, 1997 and June 30, 1998 1 1
Additional Paid-in Capital 136,135 108,510
Retained Earnings (Deficit) (5,080) (3,080)
Year to date profit (loss) (64,430)
--------- ---------
Total stockholders equity (deficit) 66,626 105,431
--------- ---------
Total liabilities and shareholders equity $ 91,857 $ 144,067
========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
STATEMENTS OF OPERATIONS
Inception
Three months Nine Months (November 8,
ended ended 1996)
September 30, September 30, to September 30
1998 1998 1998
(unaudited) (unaudited) (unaudited)
----------- ----------- -----------
Operating Revenue
<S> <C> <C> <C>
Brokerage Fees $ 412,002 $ 586,490 $ 732,504
Other Income 4,382 $ 4,382
----------- ----------- -----------
Total Revenue 412,002 590,872 736,886
Costs and Expenses:
Advertising 1,711 6,525 $ 8,670
Bank Charges 18 154 $ 628
Contributions 105 $ 105
Depreciation Expense 400 1,200 $ 1,400
Internet Domains 40 $ 40
Equipment Lease $ 1,121
Legal Fees & Accounting 4,533 13,773 $ 20,654
Licenses 228 228 $ 1,468
Loan Expenses 368,293 519,205 $ 523,611
Miscellaneous Expense 6 339 $ 723
Office Supplies & Expense 231 841 $ 12,089
Postage 145 890 $ 1,242
Printing 485 2,222 $ 3,305
Rent 7,311 18,277 $ 21,527
Repairs 2,750 $ 3,030
Salary & Wages 32,973 69,876 $ 167,972
Telephone 1,641 6,994 $ 10,058
Travel 3,102 7,690 $ 20,640
Uncategorized Exp 243 2,000 $ 2,000
Warehouse Banking Fees 1,756 3,356
----------- ----------- -----------
Total Operation Expenses 421,320 654,865 803,639
----------- ----------- -----------
Income (loss) from Operations (9,318) (63,993) (66,753)
Other income (expense):
Other income (interest) 681 1,362 1,362
Other expense (interest) (354) (1,799) (2,119)
----------- ----------- -----------
Income (loss) before provision
for income tax benefit (8,991) (64,430) (67,510)
Provision for income tax -- -- --
----------- ----------- -----------
Net Income (loss) ($ 8,991) ($ 64,430) ($ 67,510)
=========== =========== ===========
Net income (loss) per
common share ($ 0.01) ($ 0.06) ($ 0.06)
=========== =========== ===========
Weighted average
number of shares
outstanding 1,126,500 1,126,500 1,126,500
----------- ----------- -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
June 30, 1998
(Unaudited)
COMMON STOCKS
--------------------------
$.0000001 Additional
Par Paid-in Retained
Shares Value Capital Earnings Total
------ ----- ------- -------- -----
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 1,147,500 1 $ 108,510 ($ 3,080) $ 105,431
Issuance of common stock for cash at $2.50
per share, recieved December 1997, but
shares formally issued February 1998 4,300 -- --
The 2,000 was credited to revenue for
the previous fiscal year in error 2,000 (2,000) 0
Cancellation of common stock previously
issued at $.0000001 per share (2,500) --
Issuance of common stock on conversion
of Note with accrued interest at $1.54 16,666 25,625 25,625
per share
Net loss for the six month period ended
June 30, 1998 (64,430) (64,430)
---------- ---------- ---------- ---------- ----------
Balance at June 30, 1998 1,165,966 1 $ 136,135 ($ 69,510) $ 66,626
========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
STATEMENTS OF CASH FLOWS
For the period For the period
November 8, November 8,
Three months Nine months 1996 1996 Three months
ended ended (Inception) to (Inception) to ended
September 30, September 30, September 30 December 31, March 31,
1998 1998 1998 1998 1998
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
--------- -------- -------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net income (loss) ($ 8,991) ($ 66,430) ($ 69,510) -3080 $ 0
Depreciation 400 1,200 1,400 200 400
CHANGES IN ASSETS & LIABILITIES: -- 0
Certificate of Deposit (681) (66,362) (66,362) (65,000)
Notes Recievable (4,700)
Deposits (1,633) 21,539 (3,461) (25,000) 23,172
Accounts Payable 3,859 5,316 5,840 524 1,984
Notes Payable 250 (23,966) 10,416 34,382 625
Accrued Expenses 7,056 5,246 8,976 3,730 2,826
--------- --------- --------- --------- ---------
Net Cach Provided by Operating Activities 260 (118,757) (112,701) 6,056 (35,993)
0
CASH FLOWS USED FOR INVESTING ACTIVITIES
Capital Expenditures (8,103) (11,576) (3,473) (8,102)
Cash flows from financing activities:
Proceeds recieved from issuance of stock 27,625 136,135 108,511 0
--------- --------- --------- --------- ---------
Net cash provided by financing activities 0 27,625 136,135 108,511 0
Net increase (decrease) in Cash & Cash Equivalents 260 (99,235) 11,858 111,094 (44,095)
Cash, beginning of period 11,598 111,093 -- 111,093
--------- --------- --------- --------- ---------
Cash, end of period $ 11,858 $ 11,858 $ 11,858 111,094 $ 66,998
</TABLE>
<PAGE>
CENTENNIAL BANC SHARE CORP.
Notes to Financial Statements
September 30, 1998
Note 1 - Notes Payable
Notes Payable
The following is a summary of notes payable:
Note payable to Jerold Burden, officer and director of the corporation.
The note is payable November 3, 1998, at 10% per annum. The Note is unsecured.
Face amount $10,000
Accrued interest 416
-------
Total $10,416
=======
<PAGE>
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The Company is marginally unprofitable to date. The Company does not have
an extensive history of operations. The Company's primary activity for the
coming fiscal year will be to internally expand its business by processing
increasing amounts of mortgage banking business. The Company plans to work with
its established contacts and to attempt to develop new contacts to increase its
business. The Company is also examining the possibility of acquisitions of
operations in its core business, although none have been finalized to date.
As in the past, the Company plans to concentrate its activities in Colorado
and particularly in the Denver Metropolitan area. As the Company expands, it
will focus next on markets within the Rocky Mountain states.
The Company collects loan fees for acting as the broker under oral
agreements with non-affiliate loan originators. The Company principally utilizes
such non-affiliate loan originators for its operations and currently employs
only two persons, each of whom coordinate the relationships with these
non-affiliate loan originators.
Contract labor is a substantial part of the Company's planned operations.
The principal variable in the Company's operation is also contract labor, which
represents fees paid to third party loan originators for developing loans. Such
contract labor is subject to fluctuation, based upon the loan activity within a
given period. However, this cost is not fixed and is directly related to the
successful placement of loans and the resultant generation of revenue for the
Company.
The Company's fixed expenses run approximately $8,000 per month. Such costs
are not expected to materially increase in the foreseeable future as the
Company's business increases. The Company is meeting its fixed expenses as of
the date hereof and is close to generating a profit, which is expecated to
continue for the foreseeable future. The time when the Company will become
profitable cannot be ascertained at this point, but should be in the near term.
The Company also plans, as a secondary matter, to search for and to
identify potential acquisition candidates in businesses related to or compatible
with the Company's core business of mortgage banking. Because the Company has
limited capital, any such acquisition would most likely result in a change of
control of the Company. As of the date hereof, the Company has not engaged in
any preliminary efforts intended to identify such possible potential acquisition
candidates and has neither conducted negotiations nor entered into a letter of
intent concerning any such candidates.
<PAGE>
The principal criteria for evaluating such acquisitions which the Company
may engage in will be the amount of investment required by the Company, the
degree of risk to the Company, the potential return on investment to the
Company, the Company's expertise in each situation and the expertise and
reliability of the acquiree in any such situation.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had no material cash or
cash equivalents. There was no significant change in working capital during this
fiscal year. In February, 1998, the Company completed a private placement and
raised $110,750, which it plans to utilize in its operations.
As of the date of this Registration Statement, there are no plans,
proposals, arrangements, or understandings with respect to the sale or issuance
of additional securities by the Company. During the early part of 1999, the
Company plans to examine the feasibility of a public offering to expand its
operations. No definitive plans currently exist for a public offering at this
time.
Management feels that the Company has inadequate working capital to pursue
most of its business opportunities other than to internally expand the
operations of its existing offices or to effect an acquisition with third
parties. The Company's capital requirements for the foreseeable future will be
supplied through internally generated profits, if any, and borrowings. The
opening of additional offices will require a substantial infusion of capital,
which the Company feels can only be accomplished by additional equity financing
through either a public or private offering, or both.
The Company does not intend to pay dividends in the foreseeable future.
PART II- OTHER INFORMATION
ITEM 1. Legal Proceedings
No legal proceedings of a material nature to which the Company is a party
were pending during the reporting period, and the Company knows of no legal
proceedings of a material nature pending or threatened or judgments entered
against any director or officer of the Company in his capacity as such.
ITEM 2. Changes in Securities. None.
ITEM 3. Defaults upon Senior Securities. None.
ITEM 4. Submission of Matters to a Vote of Security Holders. None
ITEM 5. Other Information. None.
ITEM 6. Exhibits and Reports on Form 8-K.
No exhibits as set forth in Regulation S-K are considered necessary in this
lO-QSB filing. No reports on Form 8-K were filed as of the most recent fiscal
quarter.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) 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.
CENTENNIAL BANC SHARE CORP.
Dated: 11/11/98 By: /s/ David J. Gregarek
--------------------------------------
David J. Gregarek
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Dated: 11/11/98 By: /s/ Michael J. Delaney
--------------------------------------
Michael J. Delaney
Chief Financial and Accounting Officer
and Director
Dated: 11/11/98 By: /s/ Pat Kimminau
--------------------------------------
Pat Kimminau
Director
Dated: 11/11/98 By: /s/ J. Dean Burden
--------------------------------------
J. Dean Burden
Director
Dated: 11/11/98 By: /s/ Richard Shreck
--------------------------------------
Richard Shreck
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 78,220
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 78,220
<PP&E> 11,576
<DEPRECIATION> 1,400
<TOTAL-ASSETS> 91,857
<CURRENT-LIABILITIES> 25,231
<BONDS> 0
0
0
<COMMON> 136,136
<OTHER-SE> (69,510)
<TOTAL-LIABILITY-AND-EQUITY> 91,857
<SALES> 586,490
<TOTAL-REVENUES> 590,872
<CGS> 654,865
<TOTAL-COSTS> 654,865
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 437
<INCOME-PRETAX> (64,430)
<INCOME-TAX> 0
<INCOME-CONTINUING> (64,430)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (64,430)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
