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 March 31, 1999.
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 May 1, 1999 were 1,149,300 common shares.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM I. Financial Statements
See attached financial statements
2
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
Balance Sheet
March 31,
1999
(Unaudited) 1997
--------- ---------
ASSETS:
- -------
Current Assets:
<S> <C> <C>
Cash $ 13,145 $ 72,396
Notes Receivables -- 4,700
--------- ---------
Total Current Assets 13,145 77,096
Property & Equipment:
Net of accumulated depreciation of $2,283 21,579 10,976
for 1999 and $600 for 1998
Other Assets:
Deposit 1,828 1,828
--------- ---------
TOTAL ASSETS $ 36,552 $ 89,900
========= =========
LIABILITIES AND EQUITY
- ----------------------
Current Liabilities:
Accounts payable $ -- $ 2,508
Accrued Expenses 1,271 6,556
Notes Payable -- 35,007
--------- ---------
Total Current Liabilities 1,271 44,071
Stockholder's Equity:
Preferred stock, $.0000001 Par Value
1,000,000 Shares Authorized. None Issued -- --
Common stock, $.0000001 Par Value
50,000,000 Shares Authorized, 1,165,965 were
issued and outstanding as of March 31, 1999, 1 1
1,147,500 were issued and outstanding as of March 31, 1998
Additional Paid-In Cash 123,057 110,510
Retained Earnings (Deficit) (87,777) (64,682)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 35,281 45,829
--------- ---------
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY: $ 36,552 $ 89,900
========= =========
3
</TABLE>
<PAGE>
CENTENNIAL BANC SHARE CORPORATION
Statement of Operations
Three months Three months
ended ended
March 31, 1999 March 31, 1998
(Unaudited) (Unaudited)
----------- -----------
REVENUE:
Brokerage Fees $ 82,232 $ 22,872
Interest Income 401 --
Stonecreek/MSK Loan Fees 152,416 --
Miscellaneous Income 3,120 1,202
----------- -----------
Total Revenue $ 238,169 $ 24,074
----------- -----------
OPERATING EXPENSES:
Salary & Wages 19,063 6,614
Payroll Taxes 4,527 1,985
Bonus -- 5,000
Advertising 6,620 3,714
Marketing -- 5,829
Telemarketing 5,462 2,666
Contract Labor -- 6,729
Office Expenses -- 7,234
Professional Fees 11,050 8,911
Maintenance & Repairs -- 2,400
Legal & Audit Fees 4,868 --
Office Supplies 714 460
Equipment Lease 1,460 1,123
Equipment Repairs 100 --
Internet Expense 1,801 --
Rent 3,891 5,483
Telephone 2,173 2,711
Dues & Subscriptions -- 1,600
Travel 164 2,804
Meals & Entertainment -- 3,603
Postage 63 503
Printing -- 1,215
Appraisal Fees 5,940 4,254
Credit Reports 362 720
Loan Originator Fees 47,534 --
Stonecreek Loan Expenses 122,983 --
Processing Fees 2,484 600
Charitable Contributions -- 105
Bank Charges 11 969
Loan Expense -- 1,944
Interest Expense 2,356 1,279
Payroll Expenses 8,276 110
Licenses -- 1,240
Miscellaneous Expense 795 1,471
Depreciation Expense -- 400
----------- -----------
Total Operating Expenses 252,697 83,676
----------- -----------
NET DEFICIT $ (14,528) $ (59,602)
=========== ===========
NET LOSS PER COMMON STOCK (0.01) (0.05)
----------- -----------
WEIGHTED AVERAGE SHARES OUTSTANDING 1,112,625 1,111,192
----------- -----------
4
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
STOCKHOLDER'S EQUITY
Additional Retained Total
COMMON STOCKS Paid-In Earnings Stockholder's
Shares Amount Capital (Deficit) Equity
------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
Issuance of Stock for Cash & Services 1,147,500 1 108,510 -- 108,511
Net Deficit 12/31/97 (3,080) (3,080)
---------- ---------- --------------------------------------
Balance December 31, 1997 1,147,500 1 108,510 (3,080) 105,431
========== ========== ======================================
Feb, 1998 Issuance of Stock for Cash 4,300 -- 10,750 -- 10,750
May, 1998 Cancelled Stock (2,500) -- (6,250) -- (6,250)
July, 1998 Issuance of Stock for Cash 16,665 -- 24,998 24,998
Net Deficit 12/31/98 -- (67,566) (67,566)
---------- ---------- --------------------------------------
Balance December 31, 1998 1,165,965 1 $ 138,008 $ (70,646) $ 67,363
========== ========== ======================================
Net Deficit 3/31/99 -- -- -- (14,528) (14,528)
---------- ---------- --------------------------------------
1,165,965 1 $ 138,008 $ (85,174) $ 52,835
========== ========== ======================================
</TABLE>
5
<PAGE>
CENTENNIAL BANC SHARE CORPORATION
Statement of Cash Flow
For the Year Ended December 31, 1998
With Comparative Totals for December 31, 1998
Three months Three months
ended ended
March 31, 1999 March 31, 1998
(Unaudited) (Unaudited)
----------- -----------
Cash Flows from Operating Activities:
Net Income (Loss) $ (14,528) $ (59,062)
Depreciation 2,283 400
Changes in Assets & Liabilities:
Notes Receivable 4,700 (4,700)
Certificate of Deposits (65,000) (65,000)
Deposits -- 27,132
Accounts Payable (2,508) 1,984
Notes Payable (35,007) 825
Accrued Expenses 5,285 2,826
--------- ---------
Net Cash Provided by Operating Activities (104,775) (95,595)
Cash Flows Used for Investing Activities:
Capital Expenditures (5,720) (8,102)
--------- ---------
Net Cash Used for Investing Activities (5,720) (8,102)
Cash Flows from Financing Activities:
Issuance of Common Stocks 12,547 --
--------- ---------
Net Cash Provided by Financing 12,547 --
Net Increase in Cash & Cash Equivalents (97,948) (103,697)
Cash & Cash Equivalents at Beginning of Period 111,093 111,093
--------- ---------
Cash & Cash Equivalents at End of Period $ 13,145 $ 7,396
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest 2,356 1,279
Income Taxes -- --
========= =========
6
<PAGE>
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. However, the Company does not have an extensive history of operations and
is marginally unprofitable. 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.
7
<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
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.
8
<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: May 12, 1999 By: /s/ J. Dean Burden
--------------------------------------
J. Dean Burden
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: May 12, 1999 By: /s/ J. Dean Burden
--------------------------------------
J. Dean Burden
Director
Dated: May 12, 1999 By: /s/ Richard Shreck
--------------------------------------
Richard Shreck
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 13,145
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,828<F1>
<CURRENT-ASSETS> 14,973
<PP&E> 23,862
<DEPRECIATION> 2,283
<TOTAL-ASSETS> 36,552
<CURRENT-LIABILITIES> 1,271
<BONDS> 0
0
0
<COMMON> 123,058
<OTHER-SE> (87,777)
<TOTAL-LIABILITY-AND-EQUITY> 36,552
<SALES> 234,648
<TOTAL-REVENUES> 238,169
<CGS> 252,697
<TOTAL-COSTS> 252,697
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,356
<INCOME-PRETAX> (14,528)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14,528)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,528)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
<FN>
<F1> Prepaid Expenses
</FN>
</TABLE>
