SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: December 31, 1999
Commission File No. 0-23965
Centennial Banc Share Corp.
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(Exact Name of Small Business Issuer as specified in its charter)
Colorado 84-1374481
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(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
Fifth Floor, 6795 E. Tennessee Ave., Denver, CO 80224
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(Address of principal executive offices) (zip code)
(303) 322-6999
(Registrant's telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act: None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.0000001 per share par value
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 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. [ ]
State issuer's revenues for its most recent fiscal year $3,399,737. The
aggregate market value of the voting stock of the Registrant held by
non-affiliates as of December 31, 1999 was not able to be determined since the
Registrant's stock has not ever traded. The number of shares outstanding of the
Registrant's common stock, as of the latest practicable date, March 14, 2000,
was 14,262,000, which is after taking into account a three-for-one forward split
of our common shares which was approved by our Board of Directors in January,
2000 and effective as of March 14, 2000.
<PAGE>
References in this document to "us," "we," or "the Company" refer to Centennial
Banc Share Corp., its predecessor and its subsidiary.
PART I
Item 1. Description of Business.
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(a) General Development of Business
We are a Colorado corporation. Our principal business address is 6795 E.
Tennessee Ave.,Fifth Floor, Denver, Colorado 80224. Our telephone number is
(303) 322-6999.
We were originally incorporated under the laws of the State of Colorado on
November 8, 1996. We spent several months of preparation and research before
beginning formal operations on March 10, 1997. Since beginning operations in
March, 1997, we have been marginally unprofitable.
From our inception until April 30, 1999, we acted as a mortgage brokering
operation. From 1996 until 1997, we had minimal activities and carried no
substantial inventories or accounts receivable. In March, 1997, we expanded our
operations and completed a private placement in February, 1998 for a total of
$110,750. This placement permitted us to develop operations in the mortgage
brokering business.
On April 30, 1999, we acquired Entrust Mortgage, Inc., a private nationwide
wholesale mortgage company ("Entrust"). Entrust, a Colorado corporation, is now
a wholly-owned subsidiary of us.
In January and February, 2000, we completed a private placement of a
convertible debenture and raised a total of $180,738, which funds were used for
working capital. Also in January, 2000, we made a three-for-one forward split of
our common shares, which was approved by our Board of Directors to be effective
March 14, 2000.
As of March 14, 2000, we had a total of 14,262,000 common shares issued and
outstanding Later in March, 2000, we sold approximately $370,000 in common stock
at $2.00 per share, post split in a private placement to accredited investors.
We have not been subject to any bankruptcy, receivership or similar
proceeding.
(b) Narrative Description of the Business
General
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From our inception to the present, we have acted as a mortgage brokering
operation. From 1996 until 1997, we had minimal activities and carried no
substantial inventories or accounts receivable. In March, 1997, we expanded our
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operations and completed a private placement for a total of $110,750, which
permitted us to develop operations. At the present time, we have no plans to
raise any additional funds within the next twelve months. Any working capital
will be expected to be generated from internal operations. However, we reserve
the right to examine possible additional sources of funds, including, but not
limited to, equity or debt offerings, borrowings, or joint ventures.
No independent market surveys have ever been conducted to determine demand
for our products and services.
Organization
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We were originally established to become a nationwide technology-based
retail mortgage origination company. The expansion of the Internet has permitted
us to accelerate our position in the technology-based mortgage origination
marketplace and to expand operations.
We are presently comprised of one corporation with on subsidiary, Entrust
Mortgage, Inc. We are a Colorado corporation organized for the purpose of
developing and maintaining the business associated with mortgage banking. We are
an approved mortgage banker with several correspondent relationships with
several large wholesale banks including, Fleet Mortgage, GMAC, Bank One, and
First Union Capital Markets, among others.
We collect loan fees and sales loans for profit for acting as the mortgage
banker under written agreements with non-affiliate loan originators.
(c) Plan of Operations
We acquired Entrust in April, 1999. Entrust's management generated in
excess of $330,000,000 of mortgage business in 1998 from the mortgage broker
accounts under contract with Entrust. Our acquisition of Entrust gives us a
potentially profitable and large wholesale mortgage infrastructure to support
our Mortgage 2000 retail mortgage origination operation.
Entrust will operate the wholesale and retail (Mortgage 2000) mortgage
operations. Entrust is presently developing underwriting matrixes on proprietary
underwriting software to be used by our mortgage brokers and consumers in our
Internet operations.
Entrust Mortgage was opened in 1999 to acquire the assets and
infrastructure of Investment Consultants, Inc. Investment Consultants, Inc. had
been in the mortgage business since 1994 specializing in high loan to value, no
income verification mortgages (known as Alt A mortgages).
Entrust's affiliation with us has brought together Entrust and Mortgage
2000. Mortgage 2000 is the retail mortgage entity which was previously operated
solely by us. Entrust will manage the development of our nationwide retail
operation. Part of our retail business plan will include telemarketing our
second mortgage products and providing financing to customers of our affinity
relationships.
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Entrust will be providing proprietary mortgage underwriting and processing
software, which is currently under development. This software will be used by
Entrust's mortgage broker client base. This software will enable Entrust to
offer mortgage brokers access to the Entrust loan approval process whereby
brokers can get stipulated loan approval within seconds of submission and while
they are still "on line". Entrust's approval software will generate and then
merge the borrower's credit report with their loan application. Calculations and
analysis will be using actual verifiable criteria. This service will be
available 24 hours a day, 7 days a week. Similar service will be available to
real estate brokers, homebuilders, etc. through our Mortgage 2000 retail loan
division.
While Entrust and Mortgage 2000 will continue to do business using
traditional mortgage origination methods, we plan to shift our marketing
emphasis with the use of the proprietary mortgage approval format and processes
on the Internet, which is expected in April, 2000. Customers will be trained to
access our mortgage services through our Internet Financial Provider. We
anticipate that Entrust's and Mortgage 2000's market penetration should
significantly increase, and up front cost of mortgage originations should be
significantly reduced.
Entrust and Mortgage 2000, are already nationally positioned in the
residential mortgage marketplace. The mortgage industry is presently
consolidating. An ever increasing number of independent mortgage brokers are
losing their market share due their inability to have financial wherewithal to
access the new technology and the inability to have access to superior loan
programs currently only available to large providers. Mortgage 2000 and Entrust
plan to offer these brokers affordable alternatives to continue in and grow
their business.
A large segment of profitability in the mortgage marketplace comes after
the mortgage is closed and funded with the borrower. Mortgages are sold into
secondary markets on a per loan bases (flow), or many loans packaged as one lump
sale (bulk). Those who buy the loans either hold them to earn from the coupon
rate or securitize the loan portfolio and receive more immediate realization of
profit. Furthermore, the "servicing" of loans (collection of ongoing payments)
is a significant cash flow business. Entrust believes that it will experience
much better execution (profitability) in a program where it sells loans in bulk
or eventually scrutinizes its own loan pools. However, there are no firm plans
at this point for a securitization program by us or Entrust.
(d) Markets
Entrust plans to continue to market residential mortgages through
traditional methods. Entrust employs a system of using regional sales
representatives and an in-house sales team to market products to our broker
clients. Entrust presently markets to an established 6,000-account mortgage
broker base and will add new accounts through wholesale representative
solicitation, fax blast marketing, mass e-mail marketing, and participation in
trade shows.
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At such time as Entrust's internet application and approval software is
released, Entrust will begin directing mortgage broker business through the
Internet to permit brokers to receive real time loan approvals 24 hours a day, 7
days a week.
Mortgage 2000 will be marketing loan originations through Internet web
pages and from traditional mortgage brokerage marketing methods such as realtor
and builder direct solicitation.
Mortgage 2000 has also developed a web page for realtors. The realtor would
only pay the design cost of the customization elements of their own web page.
Mortgage 2000 provides preferential placement on Internet search engines for
which Mortgage 2000 has already established locations.
Each realtor's customized web site provides detailed local community
information, such as schools, shopping, transportation, business districts, etc.
There is a comprehensive preferred "yellow pages" of services from networking
companies. These services include appraisals, title agents, escrow companies,
insurance agents, surveyors, and more. The realtor can post photo displays and
listing information on homes they list for sale.
(e) Raw Materials
The use of raw materials is not now material factor in our operations.
(f) Customers and Competition
The mortgage banking business is highly competitive, with hundreds of
brokers and wholesalers competing for the same consumer dollar. Our operational
activities center primarily in the mortgage loan origination business, in which
there is a great deal of competition. It is anticipated that competition will
come from a number of sources, many of whom will have greater resources and
experience than we have. All lenders in the Rocky Mountain United States region
are potential competitors. There can be no guarantee that we will be able to
compete successfully over the short or long term.
(g) Employees
Currently, we have forty full-time employee and ten part-time employees. We
plan to hire additional employees in the future but have formulated no definite
plans at this point.
(h) Backlog
At December 31, 1999, we had no backlogs.
(i) Proprietary Information
We own the tradename "Mortgage 2000" and own proprietary computer software
which it uses in its operations. Otherwise, we have no proprietary information.
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(j) Government Regulation
We are, and expect to continue to be, subject to material governmental
regulation and approvals customarily incident to the operation of a mortgage
company. We are be regulated by applicable Federal and state regulation It is
our policy to fully comply with all governmental regulation and regulatory
authorities.
(k) Research and Development
We have never spent any material amount in research and development
activities.
(l) Environmental Compliance
We do not expect to be subject to any material environmental compliance.
Item 2. Description of Properties.
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Our executive offices are located at 6795 E. Tennessee Ave., Fifth Floor,
Denver, Colorado 80224. These are also the offices of Entrust. We rent this
office on a 3-year lease at a cost of $11.50 per month from an unaffiliated
third party. We also have a production office in Roseville, California. We also
own office equipment to furnish the Denver office. We also own the tradename
"Mortgage 2000" and own proprietary computer software which we use in our
operations. All of our management activities are performed in Colorado.
Item 3. Legal Proceedings.
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We filed a lawsuit in the Colorado District Court for the City and County
of Denver against Stephen B. Torres, J. Scott Oler, Berkley Rasband, Vision One
Technologies, Inc., PCMD and Dan and Diane King seeking damages and injunctive
relief in connection with our acquisition of the assets of Vision One
Technologies, Inc. We alleged deceit based upon fraud, fraud in connection with
the purchase of securities, misappropriation of trade secrets, among other
claims. We are seeking actual and punitive damages, as well as injunctive relief
against the defendants. The case in the preliminary stages and no answer has
been filed by the defendants.
Otherwise, no legal proceedings of a material nature to which we are a
party were pending during the reporting period, and we know of no legal
proceedings of a material nature pending or threatened or judgments entered
against any of our directors or officers in his capacity as such.
Item 4. Submission of Matters to a Vote of Security Holders.
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We did not submit any matter to a vote of security holders through
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
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(a) Principal Market or Markets
Our securities have never been listed for trading on any market and are not
quoted at the present time. We have applied to trade on the NASD
Over-the-Counter Bulletin Board. However, at the present time, we do not know
where secondary trading will eventually be conducted. The place of trading, to a
large extent, will depend upon our eventual size. To the extent, however, that
trading will be conducted in the Over-the-Counter market in the so-called "pink
sheets" or the NASD's "Electronic Bulletin Board," a shareholder may find it
more difficult to dispose of or obtain accurate quotations as to price of our
securities. In addition, The Securities Enforcement and Penny Stock Reform Act
of 1990 requires additional disclosure and documentation related to the market
for penny stock and for trades in any stock defined as a penny stock.
(b) Approximate Number of Holders of Common Stock
As of the March 14, 2000, a total of 14,262,000 of our common shares were
outstanding, is after taking into account a three-for-one forward split of our
common shares which was approved by our Board of Directors in January, 2000. The
number of holders of record of our common stock at that date was approximately
one hundred.
(c) Debenture
In 1999, we sold $500,000 worth of Debentures to one individual. This
Debenture is due in May, 2000, has an interest rate of ten percent per annum,
and is convertible into our common shares at $2.00 per share, pre-split, at any
time during its term. Either party has the option to extend the due date of the
Debenture, as well as its convertibility, for an additional six months past its
due date.
In January and February, 2000, we completed a private placement of a
Convertible Debenture and raised a total of $180,738, which funds were used for
working capital. This Debenture is due in February, 2001, has an interest rate
of ten percent per annum, and is convertible into our common shares at $0.500
per share, pre-split, at any time during its term. Either party has the option
to extend the due date of the Debenture, as well as its convertibility, for an
additional six months past its due date.
(d) Dividends
Holders of common stock are entitled to receive such dividends as may be
declared by our Board of Directors. No dividends on the common stock were paid
by us during the periods reported herein nor do we anticipate paying dividends
in the foreseeable future.
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(e) The Securities Enforcement and Penny Stock Reform Act of 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to the market for penny stock
and for trades in any stock defined as a penny stock. Unless we can acquire
substantial assets and trade at over $5.00 per share on the bid, it is more
likely than not that our securities, for some period of time, would be defined
under that Act as a "penny stock." As a result, those who trade in our
securities may be required to provide additional information related to their
fitness to trade our shares. Also, there is the requirement of a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. Further, a broker-dealer must provide the customer
with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. These requirements present a substantial burden on any person or
brokerage firm who plans to trade our securities and would thereby make it
unlikely that any liquid trading market would ever result in our securities
while the provisions of this Act might be applicable to those securities.
(f) Blue Sky Compliance
The trading of penny stock companies may be restricted by the securities
laws ("Blue Sky" laws) of the several states. Management is aware that a number
of states currently prohibit the unrestricted trading of penny stock companies
absent the availability of exemptions, which are in the discretion of the
states' securities administrators. The effect of these states' laws would be to
limit the trading market, if any, for our shares and to make resale of shares
acquired by investors more difficult.
Item 6. Management's Discussion and Analysis or Plan of Operation.
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Forward-Looking Statements
The following discussion contains forward-looking statements regarding us,
our business, prospects and results of operations that are subject to certain
risks and uncertainties posed by many factors and events that could cause our
actual business, prospects and results of operations to differ materially from
those that may be anticipated by such forward-looking statements. Factors that
may affect such forward-looking statements include, without limitation: our
ability to successfully develop new products for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude customers from using our products for certain
applications; delays our introduction of new products or services; and failure
by us to keep pace with emerging technologies.
When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
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these forward-looking statements, which speak only as of the date of this
report. We undertake no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect our business.
Results of Operations
We continue to be unprofitable but our operations have increased
significantly. For the twelve months ended December 31, 1999, we had revenues of
$3,399,737, compared to revenues of $905,924 for the same period ended December
31, 1998. Total operating expenses for the twelve months ended December 31, 1999
were $4,668,795 compared to total operating expenses of $973,490 for the same
period ended December 31, 1998. The major components of operating expenses are
independent contractor fees, office salaries and associated payroll costs,
general and health insurance costs, rent and telephone expenses.
As a result, we had a net loss of $1,269,058 for the twelve months ended
December 31, 1999, compared to $67,566 for the same period ended December 31,
1998. The net loss per share for the twelve months ended December 31, 1999 was
$0.50 per share compared to $0.06 per share for the same period ended December
31, 1998. A significant part of the unprofitability for the most recent fiscal
year came as a result of the fraud perpetrated upon the Company by Vision One
Technologies (Vision). The Vision acquisition, which closed on June 11, 1999,
was rescinded during the reporting period. During the period between the closing
of the acquisition and the recission, we significantly increased our
infrastructure and overhead. As a consequence of the Vision fraud, we spent
$508,000 to Vision and paid approximately $400,000 of additional expenses for
the discontinued operations.
We have filed a civil suit against Vision, its principals, and their
attorney, and other related parties. The two principals of Vision have been
convicted for the numerous criminal charges associated with the fraud
perpetrated upon us. Vision's attorney has been indicted. We have also
identified assets of the perpetrators of the fraud and are hopeful of being able
to ultimately recover a substantial portion of the losses.
During the reporting period, we discontinued operations of the program
which was a result of the fraud perpetrated by Vision. Part of the discontinued
operations involved the dismissal of a staff infrastructure which was acquired
by us to originate and process subprime mortgages utilizing the technology
infrastructure which was to be provided by Vision. We do not expect to incur any
additional losses as a result of the Vision fraud.
Our primary business function remains mortgage originations. We generate
wholesale mortgage originations as Entrust Mortgage and retail originations as
Mortgage 2000 and easyQual.com. During the third quarter, we entered into
contracts with two major banking companies to market their products to the
mortgage brokerage community. These new product lines replace the programs for
which Entrust's predecessor company was successful in marketing.
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Our strategy is to deliver into the U.S. mortgage industry an automated
underwriting and loan application processing program. The present mortgage
industry conducts its business through many manual steps, in an antiquated
system prone to mistakes. The pre-approval process by itself requires a 24 to 48
hour turn around on average. Our system will be set up to permit the mortgage
customer to process an application much quicker, typically one to three minutes.
Currently, the pre-approval and stipulations for a mortgage in the industry
typically need one to two days to complete before sending out. The more loan
programs offered by the mortgage company, the more complexity sets in, pushing
those averages out.
In the competitive loan environment providing a diverse range of programs,
for every 10 applications that the underwriter pre-approves, a significant
number are pre-approved for the wrong program. On average five pre-approvals per
day have to be redone.
On average, out of every 10 loans submitted, one-half are pre-qualified and
generate a customer list of stipulations. Of the customers receiving a list of
stipulations, only one half return a full package. The time delays to get
pre-approval encourage the customer to shop around for other product. Document
completion by the customer (assisted by the broker) can take another 7 to 10
days on average. Of the customers responding to the stipulations completely,
one-half actually close their loans. On average, out of ten initial mortgage
loan applications submitted, fewer than one (.833) is funded in an industry
completion process of 18 days.
With our planned system, the industry standard would change. Out of ten
initial loan applications, we believe three will close in a major positive shift
in cost and time. In our proposed system, the loan application is a "smart
application." One long, tedious form no longer fits every customer. As the
computer asks the broker (or customer) a question, the response determines the
next question. Each new question fits the applicant's prior responses in a
design to limit questions to what is directly relevant. Broker data input time
is thereby reduced.
By integrating the smart application into an automated underwriting
program, our search engine would be able to examine a thousand loan programs, if
necessary, to find an exact match for each customer profile without mistakes.
Pre-approval and document stipulations are complete in about 6o seconds, not two
days.
With our planned system, management evaluation of a sales person's prospect
is eliminated. Back office data entry is also eliminated. Applications that
would sit for two days in a back office file disappear as well. There is only
one human interface in the underwriting process involving a review of the
authenticity of tax returns and the other stipulated documents. With our planned
system, the cost of back office personnel would go down, providing margins for
employing a higher quality personnel using systems that ensure an efficient
document review process. Consequently, everything is speeded up without error.
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Our planned system turns an inexperienced loan officer into a seemingly
experienced loan officer, able to provide the customer with definite answers
instantaneously without the customary mistakes. With every requirement of the
loan process scripted, the customer gets accurate information from the broker
who no longer has to constantly call the home office for answers. With our
planned system, a loan officer's time is released to sell rather than study
dozens of loan programs offered by the firm. The system also removes the
insecurity that currently prevails when an inexperience sales person attempts to
describe complex loan options. In addition, the current limits on the number of
loans a top producer or any producer can manage is dramatically expanded. The
confidence that the lender has for the integrity of the underwriting/loan
process is enhanced as well.
Automated underwriting can be found currently in limited pockets of the
industry. For the "prime market"--offering standard, government generated
mortgages to the creditworthy customer--automated underwriting is now available
on a limited basis. The "prime market," however, represents one-fourth of the
total mortgage business. For the "sub-prime" market involving more complexity,
including credit issues and the need for individual loan tailoring, the manual
mortgage system prevails everywhere in the industry.
The sub-prime market representing three-fourths of the total U.S. mortgage
origination business provides three to four times the profit margins of the
prime market. That is the market in which we seek to create a new standard and
by its standard and to establish a new industry leadership.
Our market roll-out of this new system is expected to target both the
wholesale and retail mortgage industry. Bringing our automated system into the
small to medium brokerage office currently operating in every rural and urban
region of the United States should be the basis of substantial business. Small
mortgage brokers dominate this industry.
Our plan for the U.S. wholesale mortgage industry uses relationships with
brokerage office which do require to giving up autonomy, name, ownership or loan
programs to participate in our mortgage origination program.
Upon the funding of its program, which is expected in the second quarter of
fiscal year 2000, we intend to begin operating this system to the mortgage
industry through industry publications and other media outlets, a web site, an
industry newsletter and a team of account executives.
Liquidity and Capital Resources
As of December 31, 1999, we had cash or cash equivalents of $64,567,
compared to cash or cash equivalents of $79,714 as of December 31, 1998.
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Net cash used by operating activities for us was $2,876,569 for the twelve
months ended December 31, 1999, compared to net cash used of $50,004 for the
twelve months ended December 31, 1998.
Cash flows provided by investing activities were $463,555 for the twelve
months ended December 31, 1999, compared to $7,050 for the twelve months ended
December 31,1998. Most of the funds in 1999 were spent in the Vision fraud.
Cash flows from financing activities accounted for $3,324,977 for the
twelve months ended December 31, 1999, compared to $25,675 for the twelve months
ended December 31, 1998. We sold all common shares in 1999.
Our cash and cash equivalents are not sufficient to meet our business plan
objectives, particularly the funding of our mortgage origination program. We
plan to raise additional capital through a private placement, by leveraging our
assets and utilizing internally generated profits to recover our cash position
over the short-term. These funds will be necessary for the funding of our
mortgage origination program. Over the long term, we believe that we can recover
a substantial portion of the fraud losses. This situation, combined with a
profitable operation, should permit us to recover from our present position.
Other than as disclosed herein, there are no plans, proposals,
arrangements, or understandings with respect to the sale or issuance of
additional securities by us.
We do not intend to pay dividends in the foreseeable future.
Item 7. Financial Statements.
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CENTENNIAL BANC SHARE CORP.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Centennial Banc Share, Corp.
Denver, CO
We have audited the accompanying consolidated balance sheet of Centennial Banc
Share Corp. and it's subsidiary as of December 31, 1999 and 1998, and the
related consolidated statements of operations, cash flows, and stockholders'
equity for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express and
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 Centennial Banc
Share Corporation and it's subsidiary as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
As shown in the financial statements, the Company incurred a net loss of
$1,269,058 for 1999 and $67,566 for 1998. These factors indicate that the
company has substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the company
cannot continue in existence.
/s/ Michael Johnson & Co., LLC
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Michael Johnson & Co., LLC
Denver, CO
March 22, 2000
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<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
Consolidated Balance Sheet
For the Year Ended December 31, 1999
1999 1998
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ASSETS:
Current assets:
<S> <C> <C>
Cash $ 64,567 $ 79,714
Accounts Receivable 404,339 --
Note Receivable - Note 2 279,937 --
Loans Receivable 12,166,187 --
------------ ------------
Total current assets 12,915,030 79,714
Fixed assets - Note 1
Computers & Equipment 206,578 --
Furniture & Fixtures 255,969 11,416
Leasehold Improvements 12,424 --
------------ ------------
Total fixed assets 474,971 11,416
Less accumulated depreciation (50,005) (2,283)
------------ ------------
Net fixed assets 424,966 9,133
Other assets:
Prepaid Expenses 41,181 1,102
Marketable Security 148,000 --
Title Co. Advances 112,900 --
Intangible Assets 1,865,641 --
Deposit 13,028 1,828
------------ ------------
2,180,750 2,930
Less Amortization (73,689) --
------------ ------------
Total other assets 2,107,061 2,930
TOTAL ASSETS $ 15,447,057 $ 91,777
============ ============
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 151,308 $ 342
Accrued Expenses 97,254 1,572
Note Payable - Note 3 94,104 22,500
Debenture Payable 500,000 --
Warehouse Line Payable 11,974,835 --
------------ ------------
Total current liabilities 12,817,501 24,414
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, 4,554,000 were
issued and outstanding for 1999 and 1,165,965 were 1 1
issued and outstanding for1998
Additional Paid-In Cash 3,969,259 138,008
Retained Earnings (Deficit) (1,339,704) (70,646)
------------ ------------
Total Stockholders' Equity 2,629,556 67,363
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY: $ 15,447,057 $ 91,777
============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
Consolidated Statement of Operations
For the Year Ended December 31, 1999
Year Year
Centennial Entrust Ended Ended
Dec. 31, 99 Dec. 31, 99 Dec. 31, 99 Dec. 31, 98
----------- ----------- ----------- -----------
REVENUE:
<S> <C> <C> <C> <C>
Loan Origination Fees $ 622,219 $ 2,764,768 $ 3,386,987 $ 899,554
Interest Income 6 4,415 4,421 --
Miscellaneous Income 7,159 1,170 8,329 6,370
----------- ----------- ----------- -----------
Total Revenue 629,384 2,770,353 3,399,737 905,924
OPERATING EXPENSES:
Loan Origination Costs 1,006,254 2,733,760 3,740,014 963,639
General & Administrative 729,246 199,535 928,781 9,851
----------- ----------- ----------- -----------
Total Operating Expenses 1,735,500 2,933,295 4,668,795 973,490
----------- ----------- ----------- -----------
NET DEFICIT $(1,106,116) $ (162,942) $(1,269,058) $ (67,566)
=========== =========== =========== ===========
NET LOSS PER COMMON STOCK $ (0.50) $ (0.06)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 2,545,716 1,131,496
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTENNIAL BANC SHARE CORPORATION
STOCKHOLDER'S EQUITY
December 31, 1999
COMMON STOCKS Additional Retained Total
-------------------- 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
----------- ----------- ----------- ----------- -----------
April and Dec 1999 Issuance for Acquisition 1,700,000 -- 2,889,412 -- 2,889,412
May, 1999 Forward Split of Shares 1,170,302 -- -- -- --
June, 1999 Issuance for Cash 173,333 -- 520,000 -- 520,000
Sept, 1999 Issuance for Cash 244,400 -- 371,839 371,839
Oct, 1999 Issuance for Services 100,000 -- 50,000 50,000
Net Deficit 12/31/99 -- -- -- (1,269,058) (1,269,058)
----------- ----------- ----------- ----------- -----------
Balance December 31, 1999 4,554,000 $ 1 $ 3,969,259 $(1,339,704) $ 2,629,556
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
CENTENNIAL BANC SHARE CORPORATION
Consolidated Statement of Cash Flow
For the Year Ended December 31, 1999
1999 1998
----------- -----------
Cash Flows from Operating Activities:
Net Income (Loss) $(1,269,058) $ (66,823)
Depreciation and Amortization 121,411 2,083
Changes in Assets & Liabilities:
Notes Receivable (279,937) 4,700
Accounts Receivable (404,339) --
Loans Receivable (191,352)
Deposits (11,202) 23,172
Accounts Payable 150,966 1,102
Notes Payable 71,604 (182)
Debenture 500,000 --
Intangibles (1,865,641) (11,882)
Accrued Expenses 300,979 (2,174)
----------- -----------
Net Cash Provided by Operating Activities (2,876,569) (50,004)
Cash Flows Used for Investing Activities:
Capital Expenditures (463,555) (7,050)
----------- -----------
Net Cash Used for Investing Activities (463,555) (7,050)
Cash Flows from Financing Activities:
Issuance of Common Stocks 3,324,977 25,675
----------- -----------
Net Cash Provided by Financing 3,324,977 25,675
Net Increase in Cash & Cash Equivalents (15,147) (31,379)
Cash & Cash Equivalents at Beginning of Period 79,714 111,093
----------- -----------
Cash & Cash Equivalents at End of Period $ 64,567 $ 79,714
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest 14,567 1,479
Income Taxes -- --
=========== ===========
NON-CASH TRANSATIONS
Common stock issued in exchange for services $ 50,000 $ --
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTENNIAL BANC SHARE CORP.
Notes to Financial Statements
December 31, 1999
Note 1 - Organization and Summary of Significant Accounting Policies:
- ---------------------------------------------------------------------
Organization - Nature of Operations
- -----------------------------------
The Company was formed on November 8, 1996, and incorporated under the laws of
the State of Colorado. The Company spent several months of preparation and
research before beginning formal operations on March 10, 1997. No financial
transactions occurred in 1996. The Company is primarily engaged in mortgage
banking.
The Company is a Colorado Corporation organized for the purpose of developing
and maintaining the business associated with mortgage banking. The Company name
has been approved by the State of Colorado division of banking. The Company is
an approved banker, which has a correspondent relationship with several large
wholesale banks. On April 30, 1999 the Company purchased 100% of Entrust
Mortgage, Inc. for Eight Hundred Thousand shares of restricted 144 common stock.
Entrust Mortgage, Inc. became a wholly owned subsidiary of Centennial Banc Share
Corp. and is included in these consolidated financial statements utilizing the
purchase method of accounting.
Entrust Mortgage, Inc. was incorporated under the laws of the State of Colorado
on March 4, 1999. The Company originates residential loans in over thirty states
and sells them to investors.
The Company originates residential real estate loans and assigns them to various
lenders. The Company receives fees from borrowers and yield spread premiums on
loans sold to lenders. Management believes that the Company is not economically
dependent on any one lender because the Company does assign loans to numerous
lenders and has ability to select lenders for assignment.
The Company has entered into various loan purchase and sale agreements. The
Company acts as a loan correspondent for lenders for certain loans closed and
funded by the company and sold to the lenders. The transfers of the mortgage
loans that are subject to these agreements are subject to the warranties,
representations and provisions in the agreement. Certain lenders have the right
to require the Company to repurchase a mortgage loan for any of the following
reasons: (a) if a representation and warranty given by the Company as to a
particular mortgage loan is breached, (b) if there has been a breach of any
other terms and conditions of the agreement, and (c) if final post-closing
documentation is improper or incomplete after a reasonable period of time, the
determination of which is at the bank's discretion. At the lender's option, the
Company shall be required either promptly to cure such a breach in all material
respects or to repurchase the mortgage loan at a price equal to the following:
The principle balance of the mortgage loan plus interest at the mortgage loan
rate from the date to which the interest has last been paid to the date of
repurchase.
<PAGE>
CENTENNIAL BANC SHARE CORP.
Notes to Financial Statements
December 31, 1999
Note 1 - Organization and Summary of Significant Accounting Policies (Cont):
- ----------------------------------------------------------------------------
Capital Stock Transactions
- --------------------------
The authorized capital stock of the corporation is 50,000,000 shares of common
stock at $.0000001 and 1,000,000 shares of preferred stock at $.0000001 par
value. No preferred stock has been issued.
Cash and Cash Equivalents:
- --------------------------
The Company considers all highly liquid debt instruments, purchased with an
original maturity of ninety (90) days or less, to be cash equivalents.
Concentration of Credit Risk
- ----------------------------
Financial instruments, which potentially subject the Company to concentration of
credit risk, consist primarily of mortgage notes receivable. The Company grants
credit to mortgage borrowers nationwide. Concentrations of credit with respect
to trade receivables are limited due to the large number of customers comprising
the Company's customer base and the fact that the commissions and fees paid to
the Company are remitted to the Company within a short period after the closing.
As of December 31, 1999, the Company has no significant concentrations of credit
risk with regard to these financial instruments.
Pervasiveness of Estimates
- --------------------------
The preparation of a financial statement in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statement. Actual results could differ from those estimates.
Geographic Area of Operations and Interest Rates
- ------------------------------------------------
The Company originates residential loans in over thirty states and most
geographic areas of the United States. The potential for severe financial impact
which can result from negative effects of economic conditions within the market
of geographic areas are limited due to the Company's diverse geographic
origination's. The interest rates at which borrowers can refinance or obtain new
financing for real estate acquired has a direct effect on the demand for the
Company's services. Changes in interest rates could result in potential severe
impacts on future operations of the Company.
<PAGE>
CENTENNIAL BANC SHARE CORP.
Notes to Financial Statements
December 31, 1999
Note 1 - Organization and Summary of Significant Accounting Policies (Cont):
- ----------------------------------------------------------------------------
Property and Equipment
- ----------------------
Property and equipment is stated at cost. The cost of ordinary maintenance and
repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is computed on the straight-line method over the
following estimated useful lives:
Furniture and fixtures 7 years
Computers & Equipment 5 years
Leasehold Improvements 7 years
Intangible Assets
- -----------------
Intangible assets consist of the following at December 31, 1999:
Estimated Useful Life
---------------------
Client Contracts 1,200,000 20 years
Corporate Set-up 65,641 7 years
Technology Rights 200,000 10 years
State Approvals 400,000 40 years
Intangible assets represents the excess of acquisition costs over the fair
market value of the net assets of acquired business and is being amortized on a
straight-line basis over their estimated useful lives ranging from seven to
forty years. In accordance with APB 17, "Intangible Assets", the Company
continues to evaluate the amortization period to determine whether events or
circumstances warrant revised amortization periods. Additionally, the Company
considers whether the carrying value of such assets should be reduced based on
the future benefits of its intangible assets.
Revenue Recognition:
- --------------------
Premiums, discounts and loan fees on warehouse loans held for sale are
recognized in income when the related loans are sold. Premiums, yield spreads
and loan fees on other loans are recognized when earned.
Fair value of Financial Instruments
- -----------------------------------
The carrying amount of cash, accounts receivable, accounts payable and accrued
expenses are considered to be representative of their respective fair values
because of the short-term nature of these financial instruments. The carrying
amount of the notes payable are reasonable estimates of fair value as the loans
bear interest based on market rates currently available for debt with similar
terms.
The fair value estimates presented herein are based on relevant information
available to management as of December 31, 1999 and 1998. Management is not
aware of any factors that would significantly affect these estimated fair value
amounts.
<PAGE>
CENTENNIAL BANC SHARE CORP.
Notes to Financial Statements
December 31, 1999
Note 2 - Notes Receivable
- -------------------------
Notes receivable as of December 31, 1999 consist of the following:
Note receivable from EMB Mortgage dated 1/21/98 with an
interest rate of prime plus 4.25% annually. Payable
upon demand. $100,000
Note receivable from EMB Mortgage dated 3/18/99 with no
interest rate. Payable upon demand. 90,491
Note receivable from Jim Saunders and Scott Sax with an
interest rate of 10% annually. To mature on 12/31/2000 58,446
Note receivable from J. Dean Burden dated 5/28/99 with
no interest rate. Payable upon sale of Mr. Burden's
stock. 31,000
--------
Total Notes Receivable $279,937
========
Note 3 - Note Payable
- ---------------------
Notes payable as of December 31, 1999 consist of the following:
Note payable to Harsh Development dated Aug. 24, 1999.
With an annual interest rate of 24% with a maturity
date of Feb. 23, 2000. $50,000
Note payable to First Bank dated Dec 1, 1998. With an
annual interest rate of 10.5% with a maturity date of
Nov. 1, 2000. 13,318
Note payable to Jim Saunders dated May 28, 1999. No
interest rate and due upon demand. 30,786
-------
Total notes payable $94,104
=======
Debenture
In 1999, $500,000 worth of Debentures were sold to one individual. This
Debenture is due in May 2000, has an interest rate of ten percent per annum, and
is convertible into common shares at $2.00 per share at any time during its
term. Either party has the option to extend the due date of the Debenture, as
well as its convertibility, for an additional six months past its due date.
Note 4 - Officer's Compensation
- -------------------------------
During the organization meeting of the corporation 1,107,500 shares of common
stock were issued to the officers and directors of the Company at par value for
past service rendered. During the period from January 1 to December 31, 1997 no
further compensation was issued to the officers or directors for their
contributed services during the preparation and research period.
<PAGE>
CENTENNIAL BANC SHARE CORP.
Notes to Financial Statements
December 31, 1999
Note 5 - Impact of Recently Issued Accounting Standards
- -------------------------------------------------------
SFAS No. 131 requires disclosure of certain information regarding operating
segments, products, and services, geographic areas of operation and major
customers. SFAS No. 134 accounting for mortgage-backed securities retained after
the securitization of mortgage loans held for sale by a mortgage banking
enterprise. Adoption of these statements is expected to have no impact on the
Company's financial position, results of operation, or cash flows.
Note 6 - Marketable Security
- ----------------------------
The Company owns 200,000 shares of EMB Corp. common stock; a NASDAQ bulletin
board company traded under EMBU. The shares were issued on December 23, 1997,
and were subject to Rule 144 of the Securities Act of 1933. The shares are
listed at their fair market value, which is the initial cost basis of the
security.
Note 7 - Commitments
- --------------------
The Company leases its' offices under long-term leases that are accounted for as
operating leases. Future minimum rental payments on all non-cancelable operating
leases with initial or remaining lease terms in excess of one year are as
follows:
Year Ending Offices
----------- -------
March 12, 2000 $141,994
March 12, 2001 108,650
--------
$250,644
========
Note 8 - Income Taxes
- ---------------------
Significant components of the Company's deferred tax liabilities and assets are
as follows:
Deferred Tax Liability $ 0
===========
Deferred Tax Assets
Net Operating Loss Carryforwards $ 1,339,704
Book/Tax Differences in Bases of Assets 73,900
Less Valuation Allowance (1,413,604)
-----------
Total Deferred Tax Assets $ 0
===========
Net Deferred Tax Liability $ 0
===========
As of December 31, 1999, the Company had a net operating loss carryfoward for
federal tax purposes approximately equal to the accumulated deficit recognized
for book purposes, which will be available to reduce future taxable income. The
full realization of the tax benefit associated with the carryforward depends
predominantly upon the Company's ability to generate taxable income during the
carryforward period, Because the current uncertainty of realizing such tax
assets in the future, a valuation allowance has been recorded equal to the
amount of the net deferred tax asset, which caused the Company's effective tax
rate to differ from the statutory income tax rate. The net operating loss
carryforward, if not utilized, will begin to expire in the year 2010.
<PAGE>
CENTENNIAL BANC SHARE CORP.
Notes to Financial Statements
December 31, 1999
Note 9 - Loans Receivable and Warehouse Line Payable
- ----------------------------------------------------
Loan receivable represents loans that have been placed for purchase as of
December 31, 1999. The Warehouse Line Payable is the amount of money set aside
to finance these Loans receivable. These items are offset items.
Note 10 - Subsequent Events
- ---------------------------
The Company was victimized by a fraud, which caused the Company to significantly
increase the Company's infrastructure and overhead for the period of time until
the fraud was uncovered. The Company has begun legal proceedings to recover the
losses suffered from the fraud. The principal perpetrator of the fraud has been
indicted and is in custody by authorities. The estimated loss due to fraud as of
December 31, 1999 was $486,000.
On January 15, 2000 the Board of Directors resolved to effect a forward split of
its outstanding common shares on the basis of three new shares for each share
outstanding as of March 14, 2000. Fractional shares, if any, will be rounded up
to the next whole number. The number of shares outstanding, as of March 14, 2000
are 14,262,000 shares of common stock after the three for one split.
Note 11 - Going Concern
- -----------------------
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained a substantial
operation loss this year. As shown in the financial statements, the Company
incurred a net loss of $1,269,058 for 1999 and $67,566 for 1998. These factors
indicate that the Company has substantial doubt about its ability to continue as
a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, and the success of its future operations. Management
believes that actions presently being taken to revise the Company's operating
and financial requirements provide the opportunity for the Company to continue
as a going concern.
<PAGE>
Item 8. Disagreements With Accountants on Accounting and Financial Disclosure.
- ------------------------------------------------------------------------------
The Company did not have any disagreements on accounting and financial
disclosures with its present accounting firm during the reporting period.
PART III
Item 9. Directors, Executive Officers, Promoters, and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- ----------------------------------------------------------------------
The Directors and Executive Officers of the Company, their ages and
positions held in the Company as of December 31, 1999 are as follows:
NAME AGE POSITION HELD
- ---- --- -------------
Scott J. Sax 30 President and Director
Patricia W. Saunders 51 Secretary, Treasurer, Director
Richard M. Muller 47 Director
12
<PAGE>
Our Directors will serve in such capacity until the next annual meeting of
our shareholders and until their successors have been elected and qualified. The
officers serve at the discretion of our Directors. Scott Sax is the son-in-law
of Patricia W. Saunders. Otherwise, there are not any arrangements or
understandings between any of our directors or officers or any other person
pursuant to which any officer or director was or is to be selected as an officer
or director.
Scott J. Sax
------------
Mr. Sax has been our President and a Director since 1999. He has been
involved with us through Entrust Mortgage since 1999 and has also been the
President of Entrust Mortgage during this period. From 1997 to 1999, he was
Operations Manager of EMB Mortgage Corp., a private mortgage company. From 1993
to 1997, he was an officer of Investment Consultants, Inc., which did business
as Equityline Financial Services, Inc. Mr. Sax as a B.S. degree in Management
from Georgia Institute of Technology.
Patricia W. Saunders
--------------------
Ms. Saunders has been our Secretary-Treasurer and a Director since 1999.
She has been involved with us through Entrust Mortgage since 1999 and has also
been the broker compliance manager of Entrust Mortgage during this period. From
1993 to 1999, she was President of Investment Consultants, Inc., which did
business as Equityline Financial Services, Inc. From 1987 to 1992, she was
President of Administrative and Management Consulting Services, Inc. Ms.
Saunders has a B.S. degree in Marketing from the University of Florida.
Richard M. Muller
-----------------
Mr. Muller has been a Director since 1999. From 1999 to the present, he has
been the Chief Financial Officer of Isotec, Incorporated, a Colorado security
systems company. From 1986 to the present, he has involved in various capacities
with Denora Corporation, a private multi-national investment company. Mr. Muller
has a B.S. degree in Business Administration from the University of Colorado.
The Board of Directors has established no committees. Members of the Board
of Directors receive no additional compensation for their service on the Board
of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
---------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires our officers and directors and persons owning more than ten percent of
the our Common Stock, to file initial reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Additionally,
Item 405 of Regulation S-B under the 34 Act requires us to identify in its Form
10-KSB and proxy statement those individuals for whom one of the above
referenced reports was not filed on a timely basis during the most recent fiscal
year or prior fiscal years. Given these requirements, we have the following
report to make under this section. None of our Officers or Directors made timely
filings of their Form 3 in the last fiscal year. All such persons eventually
made the filings and have been advised concerning their responsibilities
regarding future compliance with these rules.
13
<PAGE>
Item 10. Executive Compensation.
- --------------------------------
The following table sets forth the Summary Compensation Table for the Chief
Executive Officer and the other compensated executive officers other than the
Chief Executive Officer who were serving as executive officers at the end of the
last three completed fiscal years. Except as indicated in the footnotes to this
section, no other compensation not covered in the following table was paid or
distributed by the Company to such persons during the period covered. Employee
Directors receive no additional compensation for service on the Board of
Directors.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Name Other Restricted All
and Salary Annual Stock(1)(3) LTIP Other
Principal(1)(2)(3) Compen- Bonus Compen- Award(s) Options/
- ------------------ ------- ----- ------- -------- --------
Position Year ($) ($) ($)
- -------- ---- ------ ----- ------
J. Dean 1999 13,080 -- -- -- --
Burden 1998 59,259
President(1) 1997 40,104 -- -- -- --
Scott J. 1999 52,500 --
Sax 1998 -0-
President(2) 1997 -0- -- -- -- --
Patricia W. 1999 20,769 -- -- -- --
Saunders 1998 -0-
Treasurer(2) 1997 -0- -- -- -- --
(1) Mr. Burden resigned from all offices in 1999.
(2) Mr. Sax and Ms. Saunders became officers in 1999.
We have no compensation committee, retirement, pension, sharing, stock
option, insurance or other similar programs but plan to establish such programs
in the future, although there are no definitive plans to do so at this time.
14
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
The following sets forth the number of shares of our $.0000001 par value
common stock beneficially owned by (i) each person who, as of March 14, 2000,
was known by us to own beneficially more than five percent (5%) of its common
stock; (ii) our individual Directors; and (iii) our Officers and Directors as a
group. As of March 14, 2000, there were 14,262,000 common shares issued and
outstanding.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership (1)(2) Class
- ------------------- --------------------------- -----
J. Dean Burden 3,195,000 22.4%
6795 E. Tennessee Ave.
Fifth Floor
Denver, Colorado 80224
Scott J. Sax 3,150,000(3) 22.09%
6795 E. Tennessee Ave.
Fifth Floor
Denver, Colorado 80224
Patricia W. Saunders 3,150,000(4) 22.09%
6795 E. Tennessee Ave.
Fifth Floor
Denver, Colorado 80224
Richard M. Muller -0-
6795 E. Tennessee Ave.
Fifth Floor
Denver, Colorado 80224
Officers and Directors 6,300,000 44.18%
as a Group (3 Persons)
(1) All ownership is beneficial and of record, unless indicated otherwise.
(2) Beneficial owner listed above has sole voting and investment power with
respect to the shares shown, unless otherwise indicated
(3) Includes 3,000,000 shares owned of record. In addition, 150,000 shares are
owned in the name of the S&J Trust.
15
<PAGE>
(4) Includes 1,470,000 shares owned of record. In addition, 1,680,000 shares
owned in the name of the Investors Trust, for which Ms. Saunders is a
beneficial owner.
Item 12. Certain Relationships and Related Transactions.
- --------------------------------------------------------
We loaned a total of $90,000 to J. Dean Burden, a former officer and
director, during fiscal year 1999. We expect to that this amount will be paid by
July 5, 2000.
We loaned a total of $58,446 to Mr. Scott J. Sax, our President, and Mr.
Jim Saunders, father-in-law of Mr. Sax and the husband of Patricia Saunders, our
Secretary-Treasurer. We expect to that this amount will be paid by December 31,
2000.
We have a note payable of $30,786 to Mr. Jim Saunders, father-in-law of Mr.
Sax and the husband of Patricia Saunders, our Secretary-Treasurer. This note has
no interest rate but is payable upon demand.
PART IV
Item 13. Exhibits and Reports on Form 8-K.
- ------------------------------------------
(a) The following financial information is filed as part of this report:
(1) Financial Statements
(2) Schedules
(3) Exhibits. The following exhibits required by Item 601 to be filed
herewith are incorporated by reference to previously filed
documents:
Exhibit No. Description
- ----------- -----------
+ 3A Articles of Incorporation
+ 3B Bylaws
+ Previously Filed.
(b) Reports on Form 8-K. The Company filed no reports on Form 8-K during
the fourth quarter of the fiscal year ended December 31, 1999.
16
<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: 4/3/00 By: /s/ Scott Sax
- -------------- -----------------
Scott Sax
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: 4/3/00 By: /s/ Patricia W. Saunders
- -------------- ----------------------------
Patricia W. Saunders
Chief Financial and Accounting Officer
Director
Dated: 4/3/00 By: /s/ Richard M. Muller
- -------------- -------------------------
Richard M. Muller
Director
17
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
EXHIBITS
TO
Centennial Banc Share Corp..
<PAGE>
INDEX TO EXHIBITS
Exhibit Page or
Number Description Cross Reference
- ------ ----------- ---------------
+ 3A Articles of Incorporation
+ 3B Bylaws
+ Previously Filed.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 64,567 79,714
<SECURITIES> 0 0
<RECEIVABLES> 12,850,463 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 12,915,030 79,714
<PP&E> 474,971 11,416
<DEPRECIATION> 50,005 2,283
<TOTAL-ASSETS> 15,447,057 91,777
<CURRENT-LIABILITIES> 12,817,501 24,414
<BONDS> 0 0
0 0
0 0
<COMMON> 1 1
<OTHER-SE> 2,629,556 67,363
<TOTAL-LIABILITY-AND-EQUITY> 15,447,057 91,777
<SALES> 0 0
<TOTAL-REVENUES> 3,399,737 905,924
<CGS> 0 0
<TOTAL-COSTS> 3,740,014 963,639
<OTHER-EXPENSES> 928,781 9,851
<LOSS-PROVISION> (1,269,058) (67,566)
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
