SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange act of 1934
For the quarterly period ended June 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. 0-230965
CENTENNIAL BANC SHARE CORP.
---------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1374481
-------- ----------
(State or other jurisdiction (IRS Employer File Number)
of incorporation)
6970 South Holly Circle, #105, Englewood, CO 80112
--------------------------------------------------
(Address of principal exexutive offices) (Zip 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 August 1, 1998 were 1,149,300 common shares.
<PAGE>
CENTENNIAL BANC SHARE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
June 30, December 31,
1998 1997
(unaudited) (audited)
--------- -----------
Current Assets:
Cash $ 11,598 $ 111,093
Certificate of Deposit 65,682
Note Recievable 0 4,700
--------- ---------
Total current assets 77,280 115,793
Property & Equipment:
Net of accumulated depreciation 10,576 3,274
Other Assets:
Deposits 1,828 25,000
--------- ---------
$ 89,684 $ 144,067
========= =========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 1,980 $ 524
Accrued Expenses 1,921 3,730
Notes Payable 10,166 34,382
--------- ---------
Total Current Liabilities 14,067 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) (55,439)
--------- ---------
Total stockholders equity (deficit) 75,617 105,431
--------- ---------
Total liabilities and shareholders equity $ 89,684 $ 144,067
========= =========
<PAGE>
CENTENNIAL BANC SHARE CORPORATION
STATEMENTS OF OPERATIONS
Inception
Three months Six Months (November 8,
ended ended 1996)
June 30, June 30, to June 30,
1998 1998 1998
(unaudited) (unaudited) (unaudited)
----------- ----------- ------------
Operating Revenue
Brokerage Fees $ 150,413 $ 173,285 $ 318,932
Miscellaneous Income 4,382 5,584 5,951
----------- ----------- -----------
Total Revenue 154,795 178,869 324,883
Costs and Expenses:
Advertising 1,025 4,739 6,884
Appraisal Fees 3,300 7,554 10,754
Bank Charges 166 135 609
Bonus 5,000 5,000 5,000
Commissions & Contract Labor 118,319 135,048 208,861
Computer internet 40 40 40
Contributions 105 105 105
Credit Reports 2,677 3,397 4,603
Depreceation Expense 400 800 1,000
Dues & Subscriptions 0 1,600
Equipment Lease 0 1,121
Interest Expense 0 0
Licenses 0 1,240
Loan Expenses 3,000 4,944 4,944
Maintenance & Repairs 350 2,750 3,030
Marketing 0 5,829
Meals & Entertainment 1,783 1,783 5,386
Micellaneous Expense 369 1,840 2,224
Office Expenses 0 7,234
Office Supplies 230 690 4,704
Payroll Service 24 134 134
Payroll Taxes 627 2,612 4,587
Postage 332 835 1,187
Printing 597 1,812 2,895
Processing Fees 3,500 4,100 5,259
Professional Fees 270 9,241 14,963
Rent 5,483 10,966 14,216
Salary & Wages 5,023 24,862 47,170
Telemarketing 0 2,666
Telephone 2,633 5,354 8,418
Travel 2,804 3,656 852
Warehouse Banking Fees 1,000 2,000 2,000
----------- ----------- -----------
Total Operation Expenses 151,148 233,545 382,319
----------- ----------- -----------
Income (loss) from Operations 3,647 (54,676) (57,436)
Other income (expense):
Other income (interest) 682 682 682
Other expense (interest) (166) (1,445) (1,765)
Income (loss) before provision
for income tax benefit 4,163 (55,439) (58,519)
Provision for income tax -- -- --
----------- ----------- -----------
Net Income (loss) $ 4,163 ($ 55,439) ($ 58,519)
=========== =========== ===========
Net income (loss) per
common share $ 0.00 ($ 0.05) ($ 0.05)
=========== =========== ===========
Weighted average
number of shares
outstanding 1,126,500 1,126,500 1,126,500
----------- ----------- -----------
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
STATEMENTS OF CASH FLOWS
For the period
November 8,
Three months Six months 1996
ended ended (Inception) to
June 30, June 30, June 30,
1998 1998 1998
(unaudited) (unaudited) (unaudited)
------------ ---------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income (loss) $ 4,163 ($ 55,439) ($ 58,591)
Depreciation 400 800 1,000
CHANGES IN ASSETS & LIABILITIES: 0 0
Certificate of Deposit (682) (65,682) (65,682)
Notes Recievable 4,700 4,700 0
Deposits 23,172 (1,828)
Accounts Payable (528) 1,456 1,980
Notes Payable (24,841) (24,216) 10,166
Accrued Expenses (4,635) (1,809) 1,921
--------- --------- ---------
Net Cach Provided by Operating Activities (21,423) (117,018) (110,962)
CASH FLOWS USED FOR INVESTING ACTIVITIES
Capital Expenditures (8,102) (11,576)
Cash flows from financing activities:
Proceeds recieved from issuance of stock 25,625 25,625 134,136
--------- --------- ---------
Net cash provided by financing activities 25,625 25,625 134,136
Net increase (decrease) in Cash & Cash Equivalents 4,202 (99,495) 11,596
Cash, beginning of period 7,396 111,093 --
--------- --------- ---------
Cash, end of period $ 11,598 $ 11,598 $ 11,598
========= ========= =========
</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) --
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 -- -- -- (55,439) (55,439)
---------- ---------- ---------- ---------- ----------
Balance at June 30, 1998 1,165,966 1 $ 136,135 ($ 60,519) $ 75,617
========== ========== ========== ========== ==========
</TABLE>
<PAGE>
CENTENNIAL BANC SHARE CORP.
Notes to Financial Statements
June 30, 1998
Note 1 - 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. Note is unsecured.
Face amount $ 10,000
Accrued interest 166
--------
Total $ 10,166
========
Note 2 - Common stock
------------
Note Payable to a director of the Company of $25,625, including accrued
interest, was converted into 16,666 shares of common stock on April 1, 1998 at
$1.54 per share.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM I. Financial Statements
See attached financial statements
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The Company has had operational activity and has generated revenues to
date. The Company does not have an extensive history of operations but has been
recently marginally profitable. 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.
As in the past, the Company plans to concentrate its activities in Colorado
and particularly in the Denver and Colorado Springs Metropolitan areas. 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 believes that it is meeting its fixed
expenses as of the date hereof. Within six months from the date hereof, the
Company believes that it will begin to generate a modest profit and will
thereafter be profitable. The extent of the Company's profitability cannot be
ascertained at this point.
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 report, there are no plans, proposals, arrangements,
or understandings with respect to the sale or issuance of additional securities
by the Company. During the latter part of 1998, 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: 8/17/98 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: 8/17/98 By: /s/ Michael J. Delaney
-----------------------------
Michael J. Delaney
Chief Financial and Accounting
Officer and Director
Dated: By:
-----------------------------
Pat Kimminau
Director
Dated: 8/17/98 By: /s/ J. Dean Burden
-----------------------------
J. Dean Burden
Director
Dated: By:
-----------------------------
Richard Shreck
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 11,598
<SECURITIES> 65,685
<RECEIVABLES> 1,828
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 77,280
<PP&E> 11,576
<DEPRECIATION> (1,000)
<TOTAL-ASSETS> 89,684
<CURRENT-LIABILITIES> 14,067
<BONDS> 0
0
0
<COMMON> 136,136
<OTHER-SE> (60,519)
<TOTAL-LIABILITY-AND-EQUITY> 89,684
<SALES> 154,795
<TOTAL-REVENUES> 155,477
<CGS> 151,148
<TOTAL-COSTS> 151,148
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 166
<INCOME-PRETAX> 4,163
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,163
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,163
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
