<PAGE>
U.S. 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
CENTROCK INCORPORATED
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 91-1932118
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
SOUTH 157 HOWARD ST., SUITE 600
SPOKANE, WASHINGTON 99201
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(509) 252-3939
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(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
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(TITLE OF CLASS)
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Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 pursuant to Item 405 of
Regulation S-K is not 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 or any amendment to this Form 10-KSB.
Yes [X] No [ ]
The corporation had no revenues for the year ended December 31, 1999.
The approximate aggregate market value of the voting stock held by non-
affiliates of the registrant as of December 31, 1999, based on the average
selling price of one share of the Common Stock of the Company, was $0. The
Company's Common Stock has had no activity and/or market as of the date of
this 10K Form.
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
Background
Centrock Incorporated (the "Company") was incorporated as a Nevada
corporation on October 20, 1998, for the purpose of offering the sale and
distribution of non-alcoholic beverages. Its principal place of business is
located at South 157 Howard Street, Suite 600, Spokane, Washington, 99201.
The Company is authorized to issue up to 75,000,000 (seventy five million)
common shares, par value $0.001.
The Company was formed by Mr. Christopher A. George, who was issued 1,500,000
(one million five hundred thousand) shares of the Company's common stock in
consideration of his efforts in establishing the Company and overseeing the
initiation and implementation of its strategic business plan. Christopher
George is the Company's President and heads up its Board of Directors. His
brother, Monte A. George, is also on the Company's Board of Directors and is
the Secretary/Treasurer of the Company. Monte George was issued 500,000
(five hundred thousand) shares of the Company's common stock in consideration
of his similar efforts in establishing the Company and overseeing the
initiation and implementation of its strategic business plan. Christopher and
Monte George are the Company's sole officers and directors.
In the Company's initial offering of shares, a total of 1,200,000 Common
shares were issued to 35 shareholders at a price of $0.005 per share. This
Offering was made pursuant to Rule 504 of Regulation D. This Offering
commenced on November 9, 1998 and was closed on July 31, 1999.
There has been no bankruptcy, receivership, or similar proceeding by or
against the Company. In addition, there has been no material
reclassification, merger, consolidation, or purchase or sale of a significant
amount of assets not done in the ordinary course of business.
Strategic Business Plan of Issuer
While currently in its development stage, the Company was formed to exploit a
strategic business plan (the "Plan") within the non-alcoholic sales and
distribution industry. This Plan, in summary, has a primary focus of
exploiting the potential of bottling, distribution, and sale of pure premium
bottled water obtained from the Spokane aquifer, a 325-mile long underground
spring that is fed by the snow pack in the mountains of North Idaho.
The interest in bottled water has been consistently increasing for the past
several years, reaching nearly $4 billion in the U.S. alone in 1997. This
was a 9.7% increase over the figures for 1996. This fastest growing segment
of the beverage industry can attribute its boom to several factors. Baby
boomers are maturing and their tastes, as well as waistlines, are guiding
them toward more natural, less caloric beverages. America's passion with
fitness, combined with a decline in the acceptance of alcohol, has further
driven consumers to these and other beverage alternatives. The deteriorating
taste and quality of tap water, further influenced by a public fear of
unknown contaminants, have placed bottled water as the perfect solution.
Within the bottled water business there are two distinct and primary
segments. The biggest by volume is the five-gallon or returnable container
water business. Companies such as Arrowhead, Sparkletts, and Hinckley &
Schmitt are the leaders in this field. This segment is usually associated
with the office cooler market, but bottlers also use the two-and-one-half and
one-gallon containers for supermarket distribution. This type of bottled
water is usually sold to the consumer as a better alternative to tap water.
The other market segment, and the one that the Company expects to compete
within, is the premium bottled water market. With such competing brand names
as Evian, Vittel, and Perrier, these are primarily sold as soft drink and
alcohol alternatives. The packaging of these premium waters range in size
from six ounce to two liters and vary in packaging from custom glass and PET
plastic to aluminum cans. At present, the Company has not yet determined its
product sizes and form of packaging, although it will likely compete within
the two-liter and smaller packages.
It is important to understand that all bottled water is not created equally,
there are differences. In Europe, all bottled mineral waters must come from
natural springs. A spring is simply water that flows naturally to the
surface. However, in the U.S., waters labeled "spring water" may come from a
spring source or from a bore-hole adjacent to a spring. Artesian water comes
from a well that taps a confined underground aquifer and in which the water
level stands above the natural water table. Well water is water that from a
drilled hole which taps the water of an aquifer. Consumer tastes vary, but
statistics show that there is a premium attached to the natural spring and
artesian waters. As a result, they usually command a slightly higher price.
Centrock has not yet determined what specific source their water will come
from, but management feels that it will most likely seek either natural
spring or artesian water as the source of its product.
The plan is to market the Company's products primarily through groceries and
convenience stores, which in turn will offer the product for sale to the
individual consumer. There may be some sales to health clubs or similar
facilities, but these are not expected to produce a large percentage of the
Company's expected revenues. The network to deliver and make product
available to these retailers is an established system that should allow an
orderly and systematic approach to marketing the product and making it
available for immediate distribution. It is likely that the Company will not
only employ its own sales staff, but may also consider the use of
commissioned independent sales people, if deemed appropriate.
The U.S. bottled water business is dominated by bottler Perrier Group of
America, with a total market share of 28.1% (based on a 1997 survey). The
next leading bottler was Suntory with a 9.2% market share. The six leading
companies combined control an estimated 55.1% of the market. The remaining
44.9% of the market is made up of over 900 individual bottlers, with none
holding greater than a 2% individual market share. At the individual "brand"
level, there were a total of 2,375 separate brands of bottled water in 1997.
However, the top ten brands, led by Perrier with a 7.6% market share, command
a total of only 39.5% of the market. The remaining 2,365 individual brands
account for 60.5% of the market, with none holding a market share of greater
than 2%.
On a local/regional basis, there are approximately 20 to 25 individual brands
Of bottled water that can be found on the grocery and convenience store
shelves, with the most carried by any individual store being no more than
about 15 brands. Research indicates that the same popular national brands
are generally similarly popular within the local and regional market, mainly
as a result of their large marketing budgets. There are however, several
regional brands that do well, such as Cascade Clear and Talking Rain from the
Seattle area, and Calistoga and Crystal Geyser from California. There are no
local brands that have captured a very large market share, but this appears
to be more a result of little marketing being done, rather than disdain for
local products.
As previously mentioned, the source for the Company's water is targeted to be
the Spokane aquifer, a 325-mile long underground "spring" that starts in the
mountains of north Idaho and generally runs to the west of there. Most all
of the communities along its path have tapped into this virtually endless
supply of clean water to supply the needs of their population for drinking
water. The water is very clean, and contains no contaminants that would
effect its drinking qualities. It is naturally filtered and contains a good
mix of minerals, which are actually what gives water its "taste". Around the
Spokane area, there are numerous wells, both drilled and artesian, as well as
several springs which provide good access and supplies of water. While the
Company has not yet selected its "source" for its water, it should be a
reasonably easy process to obtain the rights to enough water to supply the
business at a reasonable cost.
There are several suppliers of bottling supplies and turnkey production
facilities that could be utilized by the Company in setting up its bottling
plant. Bottling supplies are available through many providers, such as Aqua
Source, Sidel Inc., PET Containers, Pacific Cap, and others. Turnkey
bottling equipment and production lines are available through companies such
as Universal Aqua Technologies, Pure Water, Inc., and GET, Inc., to name a
few. During its initial phase, the Company will contact several of these
companies to find the best solution to meeting its production requirements.
While the greater Spokane/Inland Northwest will be the Company's primary and
initial market, it is the Company's intention to possibly expand into the
three-state area, known as the Pacific Northwest, as part of its longer term
business strategy. However, if it does choose to expand, the Company will do
so only if it doing well in its primary market. Possible expansion outside
that area would not be inconceivable, depending upon the Company's success
within the local region and the opportunities that may present themselves
elsewhere.
At present, and during the initial phase of its Plan, the only "employees" of
the Company will be the Messrs. George who will each be working on Company
business one, or possibly two days per week. They have to date and will
continue to receive no compensation, other than the shares of common stock
previously mentioned above, during the initial phase of the Plan.
The size and financial strengths of most of the Company's competitors are
substantially greater than those of the Company. However, management believes
that the Company can effectively compete with those other companies since
there has been little activity to date by any local water supplier within the
greater Spokane/Inland Northwest market. With a careful, well thought out
marketing and distribution plan, the Company should have a reasonable chance
at success within the local and regional markets. The George's also have
numerous businesses and other contacts from their previous beverage
experience that can be drawn upon in setting up the Company's sales and
distribution network.
The Company has no new product or service planned or announced to the public.
Other than complying with the drinking water standards, as set forth by the
FDA and local municipalities, the Company's business and strategic business
plan is not subject to material regulation by federal, state, or local
governmental agencies.
ITEM 2
DESCRIPTION OF PROPERTY
The Company owns no property. Its office space is shared with other entities
and provided free of charge by the President of the Company,
Christopher George. The office space totals approximately 600 square feet.
This office arrangement and configuration is considered adequate for current
and short-term operations of the Company.
If, and when, the Company's future plans require additional space as its
development and strategic business plan proceeds, the building which it
presently occupies has additional warehouse and possibly bottling space that
could potentially be utilized by the Company. If for some reason the current
building was not available or not strategically well suited for the Company's
operations, the Company could be easily relocated to another location in town
at competitive rents.
ITEM 3
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not
aware of any pending or potential legal actions.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered
by this report to a vote of the security holders, through the solicitation of
proxies or otherwise.
PART II
ITEM 5
MARKET FOR COMMON EQUITY AND OTHER RELATED STOCKHOLDER MATTERS
On October 20th of 1999 the Company submitted an information and Disclosure
Statement Pursuant to Rule 15C2-11(a)(5) as Promulgated by the Security and
exchange Act of 1934, as Amended with Signature Stock Transfer of Dallas,
Texas in order to become a publicly traded company. The Company's intent was
to become listed on the NASDAQ Over-The Counter Bulletin Board. On February
8th of 2000, the Company was cleared by the NASD for an unpriced quotation on
the OTC Bulletin Board for Centrock Incorporated Common Stock. As of the date
of this filing the Company's common stock has never been traded or been
active on the OTC Bulletin Board or any public market.
As of December 31, 1999, the Company had 37 shareholders of record. The
Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the
Securities Act for sale by security holders.
ITEM 6
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
The Company's current cash is sufficient in management's opinion to sustain
corporate operations for the next twelve months, as it currently has no
direct or indirect operating expenses. Within the next twelve months, the
Company plans to raise additional proceeds in order to implement its business
plan to include the construction and design of its water bottling facility,
securing all inventory, supplies, licenses, permits, insurance, and hiring of
employees. There are no current plans to purchase or sell any significant
amount of fixed assets. The inability to raise additional proceeds within the
next twelve months may have a material adverse impact on the Company's
business plan.
Results of Operations
There were no revenues from sales for the twelve months ended December 31,
1999. The Company sustained a net loss of $3,200 for the twelve months ended
December 31, 1999. Losses were primarily attributable to expenditures for
operating expenses of the corporation.
Liquidity and Capital Resources
As of December 31, 1999, the Company had $1,000 cash in the bank. Until such
time as the Company sets forth and implements its strategic business plan,
there will be no need for additional capital, since the Officers are
contributing their time and expenses at no cost during that time. Although
the complete strategic business plan has not yet been fully researched and
put together, management, at present, foresees the need to raise about
$500,000 to $700,000 in additional capital to fully enter the operational
phase of its strategic plan. Once the business plan has been more fully
developed, management has plans to raise additional capital through the sale
of equities, via private placement(s). It is the Company's intent to use this
capital to fund their business plan, as operating revenues will not be
generated until such time as the bottling facility has been built and product
is out to the retailers.
The Company faces considerable risks at each step in its strategic business
plan. Such things as consumer preferences, societal and economic changes,
cost overruns, inability or difficulty in finding an adequate source for the
water, and possible shortfalls in funding due to the Company's inability to
raise additional capital in the equity securities market all may have an
adverse impact on the Company. If no additional funding is raised over the
next twelve months, the Company will be forced to rely on existing funds or
those loaned by the Officers and Directors. In such a restricted scenario,
the Company would not be able to complete all of the steps of its strategic
business plan, and would therefore be forced to delay all capital-intensive
activities. It is possible that, without necessary and sufficient cash flow
during the next twelve months, the Company would have to severely restrict
its plans and abilities to move forward with its strategic business plan.
ITEM 7
FINANCIAL STATEMENTS
The audited financial statements of the Company and related notes which are
included in this offering have been examined by Merri Nicherson, CPA, and
have been so included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting.
CENTROCK INCORPORATED
AUDITED FINANCIAL STATEMENTS
As of December 31, 1999 and December 31, 1998, and for the Period from
October 20, 1998 (date of inception) through December 31, 1999
Independent Auditor's Report
Financial Statements:
Balance Sheets
as of December 31, 1999 and December 31, 1998
Statements of Operations
for the year ended December 31, 1999, the period ended
December 31, 1998, and for period from October 20, 1998
(date of inception) through December 31, 1999
Statements of Changes in Stockholders' Equity
for the year ended December 31, 1999, the period ended
December 31, 1998, and for period from October 20, 1998
(date of inception) through December 31, 1999
Statements of Cash Flows
for the year ended December 31, 1999, the period ended
December 31, 1998, and for period from October 20, 1998
(date of inception) through December 31, 1999
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders of Centrock Incorporated:
I have audited the accompanying Balance Sheets of Centrock Incorporated (a
Nevada Corporation) as of December 31, 1999 and December 31, 1998, and the
related Statements of Operations, Changes in Stockholders' Equity, and Cash
Flows for the year ended December 31, 1999, the period ended December 31,
1998, and the period from October 20, 1998 (the date of inception) through
December 31, 1999. These Financial Statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the Financial Statements are free
of material misstatement. 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. I believe that my audit provided a
reasonable basis for my opinion.
In my opinion, the Financial Statements referred to above present fairly, in
All material respects, the financial position of Centrock Incorporated as of
December 31, 1999 and December 31, 1998, and the results of its operations
and its cash flows for the year ended December 31, 1999, the period ended
December 31, 1998 and the period from October 20, 1998 (date of inception)
through December 31, 1999, in conformity with generally accepted accounting
principles.
The accompanying Financial Statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
Financial Statements, the Company has no viable operations or significant
Assets and is dependent upon significant Shareholders to provide sufficient
working capital to maintain the integrity of the corporate entity. These
circumstances create substantial doubt about the Company's ability to
continue as a going concern and are discussed in Note 2. The Financial
Statements do not contain any adjustments that might result from the outcome
of these uncertainties.
/S/ Merri Nickerson
- -------------------
Merri Nickerson
MERRI NICKERSON, CPA
Spokane, Washington
January 8, 2000
Centrock Incorporated
(A Development Stage Company)
Balance Sheets
As of December 31, 1999 and December 31, 1998
December 31, December 31,
1999 1998
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ASSETS
Cash $ 1,000 $ 4,200
Organization Costs 0 0
Accumulated Amortization 0 0
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Total Assets $ 1,000 $ 4,200
=========== ==========
LIABILITIES
Accounts Payable $ 0 $ 4,200
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STOCKHOLDERS' EQUITY
Common Stock:
Paid-In Capital, Par Value $0.001 per
Share, 75,000,000 Shares Authorized,
3,200,000 & 3,000,000 Shares Outstanding
(see Note 1) $ 3,200 $ 3,000
Paid In Capital In Excess of Par Value (2,800) 2,000
(Deficit) Accumulated During Development
Stage (5,000) (5,000)
----------- -----------
Total Stockholders' Equity $ 1,000 $ 0
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,000 $ 4,200
=========== ===========
See accompanying notes to financial statements.
Centrock Incorporated
(A Development Stage Company)
Statements of Operations
For the Year Ended December 31, 1999, the Period Ended December 31, 1998,
and the Period from Inception (October 20, 1998) to
December 31, 1999
Year Ended Period Ended Inception to
December 31, December 31, December 31,
1999 1998 1999
----------- ----------- -----------
Operating Revenues $ 0 $ 0 $ 0
Amortization of Start Up Costs
(see Note 1) 0 5,000 5,000
----------- ----------- -----------
Net Income (Loss) $ 0 $ (5,000) $ (5,000)
=========== =========== ===========
Per Share Information:
Basic and Diluted (Loss)
per Common Share $ (0.00) $ (0.00) $(0.00)
Weighted Average Shares
Outstanding (see Note 1) 3,088,888 2,914,286 3,071,428
See accompanying notes to financial statements.
Centrock Incorporated
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
For the Periods from Inception (October 20, 1998)
to December 31, 1999
Common Par Excess of Retained
Shares Value Par Value Earnings
---------- -------- ----------- ----------
Issued to Founders
at Inception 2,000,000 $ 2,000 $ (2,000) $ 0
Issuance of Common
Shares Cash at
$0.005 per Share 1,000,000 1,000 4,000 0
Net Operating Loss for the
Period from October, 20, 1998
(date of inception) to
December 31, 1998 -- -- -- (5,000)
---------- --------- ----------- ---------
BALANCE AT
DECEMBER 31,1998 3,000,000 $ 3,000 $ 2,000 $ (5,000)
====== ===== ====== ======
Issuance of Common
Shares Cash at
$0.005 per Share 200,000 200 800 0
Net Operating Loss for the
Period from January 1, 1999
To December 31, 1999 -- -- -- 0
---------- --------- ----------- ----------
BALANCE AT
December 31,1999 3,200,000 $3,200 $(2,800) $(5,000)
====== ===== ====== ======
See accompanying notes to financial statements.
Centrock Incorporated
(A Development Stage Company)
Statements of Cash Flows
For the Period from Inception (October 20, 1998)
to December 31, 1998, and For the Period from
January 1, 1999 to July 31, 1999
Year Ended Inception to Inception to
December 31, December 31, December 31,
1999 1998 1999
----------- ----------- -----------
Net Income (Loss) $ 0 $ (5,000) $ (5,000)
----------- ----------- -----------
Adjustments to Reconcile Net
Income to Net Cash Provided
from Operating Activities:
Amortization of Start-Up Costs 0 5,000 5,000
----------- ----------- -----------
Net Cash Provided From (Used In)
Operating Activities 0 0 0
Cash Flows From (Used In) Investing
Activities:
Organization Costs (4,200) (800) (5,000)
Cash Flows From (Used In) Financing
Activities:
Common Stock Sold for Cash 1,000 5,000 6,000
----------- ----------- -----------
Net Increase (Decrease) in Cash (3,200) 4,200 1,000
Cash at Beginning of Period 4,200 0 0
----------- ----------- -----------
Cash at End of Period $ 1,000 $ 4,200 $ 1,000
========= ========= =========
See accompanying notes to financial statements.
Centrock Incorporated
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998 and July 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Centrock Incorporated was incorporated on October 20, 1998, under the laws of
the State of Nevada. The Company has elected to report on a calendar year
basis.
The Company is in its development stage and to date its activities have been
limited to organization and capital formation. The Company plans to engage
in the bottling and sales of its own brand of premium bottled water.
During November 1998, the Company sold a total of 1,000,000 of its Common
Shares at $0.005 per Share, for total proceeds of $5,000. In July, 1999, an
additional 200,000 Shares were sold at $0.005 per Share, for total proceeds
of $1,000. The Offering was made under Regulation D, Rule 504 of the
Securities
Act of 1933.
The Company has not yet determined and established its accounting policies
and procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Net loss per share is provided in accordance with Financial Accounting
Standards No. 128 (FAS No. 128) "Earnings Per Share". Basic loss per share
is computed by dividing losses available to common stockholders by the
weighted-average number of common shares during the period. Diluted loss per
share reflects the per share amounts that would have resulted if dilutive
common stock equivalents had been converted to common stock. No stock
options were available or granted during the periods presented. Accordingly,
basic and diluted loss per share are the same for all periods presented.
3. Organization costs of $5,000 were incurred during 1998 and were written
off in-full against operations for the period in accordance with the
accounting requirement set forth in SOP 98-5.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 2 - GOING CONCERN
The Company's Financial Statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization and liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without realizations
of additional capital, it would be unlikely for the Company to continue as a
going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. Office services are
provided without charge by the President of the Company. Such costs are
immaterial to the financial statements and, accordingly have not been
reflected therein. The officers and directors of the Company are involved in
other business activities, and may, in the future, become active in other
business activities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
own business interests. The Company has not formulated a policy for the
resolution of such conflicts.
ITEM 8
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Officers of the Company, all of those whose terms will
expire at the 2000 shareholder meeting, or at such a time as their successors
shall be elected and qualified, are as follows:
The Company's Directors and Executive Officers are as follows:
Name/Address Position Age
- ---------------------- --------------------- ----
Christopher A. George President & Director 37
124 South Wall Street,
Suite 105
Spokane, WA 99201
Monte A. George Secretary/Treasurer & Director 39
124 South Wall Street,
Suite 105
Spokane, WA 99201
Note: Christopher and Monte George are brothers.
Christopher A. George serves as the Company's President and Chairman of its
Board of Directors. Over the past ten years, Mr. George has served in the
following capacities: (1) from 1997 to present he has been the President and
Founder of Choicenet Internet Services, an internet service provider which
provides internet service that is "content-filtered" and thus limits the
access to/from sites that provide pornography, racism, and other materials
found to be offensive by many people; (2) from 1996 to 1997, he was the
General Manager and Vice President of Sales for Northwest Juice and Beverage,
a company supplying non-alcoholic beverages, including juices, bottled
waters, and soft drinks to the retail and institutional trades; (3) from 1983
to 1996, Mr. George served in the capacity of Marketing Development Manager
for Pepsi-Cola Inc. in Spokane and Seattle, WA.
At present, Christopher George is also the President and Director of Altrex
Incorporated, a company that is similarly working with and pursuing a
strategic business plan to acquire/consolidate several smaller internet
service providers ("ISP's") with the intention of creating a large, full
service ISP. This Company has filed its Form 10SB12G with the SEC and is
also looking to become publicly traded on the OTC-BB.
Monte A. George serves as the Company's Secretary/Treasurer and sits on its
Board of Directors. Over the past ten years, Mr. George has served in the
following capacities: (1) from 1998 to present he has been the President and
Founder of The Recruiting Network, an executive recruiting company based in
Spokane, WA; (2) from 1997 to 1998, he was the Western Regional Manager for
Juice Time, Inc., a manufacturer/distributor of high quality concentrated
juice products; (3) from 1995 to 1997, he was the Vice President of
Recruiting and Executive Search for the Consumer Connection in Seattle, WA;
(4) from 1990 to 1995, Mr. George was the Regional Sales Manager for Cadbury
Schweppes Beverages in Seattle, WA.
At present, Monte George is also the Secretary/Treasurer and Director of
Altrex Incorporated, a company that is similarly working with and pursuing a
strategic business plan to acquire/consolidate several smaller internet
service providers ("ISP's") with the intention of creating a large, full-
service ISP. This Company has filed its Form 10SB12G with the SEC and is
also looking to become publicly traded on the OTC-BB.
The term of office for each Director is one year, or until his successor is
elected and qualified at the Company's annual meeting of Shareholders,
subject to ratification by the Shareholders. The term of office for each
Officer is one year or until a successor is elected and qualified and is
subject to removal by the Board. No Officer or Director of the Company has
been the subject of any Order, Judgement, or Decree of any court of competent
jurisdiction, of any regulatory agency enjoining him from acting as an
investment advisor, underwriter, broker, or dealer in the securities, or as
an affiliated person, director, or employee of an investment company, bank
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with the purchase or sale of
any securities nor has any person been the subject of any order of a state
authority barring or suspending for more than sixty days, the right of such
person to be engaged in such activities or to be associated with such
activities. No Officer or Director of the Company has been convicted in any
criminal proceedings (excluding traffic violations) or the subject of a
criminal proceeding which is presently pending.
Each of the above persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
No Executive Officer or Director of the Corporation has been the subject of
any Order, Judgement, or Decree of any Court of competent jurisdiction, of
any regulatory agency enjoining him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection
with the purchase or sale of any securities nor has any such person been the
subject of any Order of a State authority barring or suspending for more than
sixty (60) days, the right of such a person to be engaged in such activities
or to be associated with such activities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding, which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
There are no current employment agreements between the Company and its
Executive Officers.
The Directors and Principal Officers have worked with no remuneration and
will do so until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration based upon a positive
cash flow to include stock sales, product sales, estimated cash expenditures,
accounts receivable, accounts payable, notes payable, and a cash balance of
not less than $8,000 at each month end. At this time, management cannot
accurately estimate when sufficient revenues will occur to implement this
compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the Corporation or any of its subsidiaries, if
any.
ITEM 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as
those who own beneficially more than five percent of the Company's common
stock through the most current date - February 29, 2000:
Set forth below is a list of those individuals, including any group; known to
Be a beneficial owner of more than five percent of any class of the Company's
voting securities:
Name and Amount and
Address of Nature of Percent
Title of Beneficial Beneficial of
Class Owner Owner Class
- -------- --------------------- ---------------- -----
Common Christopher A. George 3,750,000 Shares 47%
124 South Wall Street,
Suite 105
Spokane, WA 99201
Common Monte A. George 1,250,000 Shares 16%
124 South Wall Street,
Suite 105
Spokane, WA 99201
All Officers and Directors 5,000,000 Shares 63%
(2 Individuals)
There are no outstanding rights for any individual, or group, to acquire
additional Shares from options, warrants, rights, conversion privilege, or
similar obligations. The Messrs. George are the Company's sole officers and
directors.
On January 10, 2000 the directors of the Company voted and approved a two and
one half to one forward split of the issued and outstanding shares of the
Company, which increased the shares issued to the investors from 1.2 million
to 3 million, and increased the founder shares from 2 million to 5 million as
is reflected above.
ITEM 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Christopher George (Director & President) received 1,500,000 common shares of
the Company in 1998 for services rendered, another 2,225,000 common shares
were issues to him per a forward stock split on January 10, 2000.
Monte George (Director Secretary & Treasurer) received 500,000 shares of the
Company's common stock in 1998 for services rendered, another 750,000 common
shares were issued to him per a forward stock split on January 10, 2000.
In the Company's initial offering of shares, a total of 1,200,000 Common
shares were issued to 35 shareholders at a price of $0.005 per share. This
Offering was made pursuant to Rule 504 of Regulation D. This Offering
commenced on November 9, 1998 and was closed on July 31, 1999. On January 10,
2000 each shareholder was issued additional stock as a result of a two and
one half to one forward stock split.
ITEM 13
EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<S> <C> <C>
Exhibit 11 Statement re: computation of per share earnings See
Financial
Stmt.
Exhibit 23 Consent of Merri Nicherson, CPA. Included
Exhibit 27 Financial Data Schedule Included
Reports filed on Form 8-K None
</TABLE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities and Exchange Act of
1934, the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Centrock, Incorporated
Date: February 10, 2000 By /s/ Christopher George
- ----------------------- -------------------------------------
- -
Christopher George, President
& Director
Date: February, 10 2000 By /s/ Monte George
- ----------------------- -------------------------------------
- -
Monte George, Secretary/Treasurer
& Director
EXHIBIT 23
Merri Nickerson
Certified Public Accountant
To Whom It May Concern: January 8, 2000
Merri Nickerson, CPA consents to the inclusion of her report of January 12,
2000, on the Financial Statements of CENTROCK, INCORPORATED, as of December
31, 1999, in any filings that are necessary now or in the near future with
the U.S. Securities and Exchange Commission.
Very truly yours,
/s/ Merri Nickerson
- -------------------
Merri Nickerson
Certified Public Accountant
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR YEAR ENDING DECEMBER 31, 1999 AND IS QUALIFIED IN
ITS
ENTIRETY BY REFERENCE TO SUCH CENTROCK, INCORPORATED 10-KSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1999
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 3,088,888
<OTHER-SE> (2,800)
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
