<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTRE CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada
- -------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
7642 Pebble Drive Ft. Worth, Texas 76181
- -------------------------------- ---------------------------------
(Address of Principal Executive Offices) (City, State and Area Code)
(817) 284-1501
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(Registrant's Telephone Number, including Area Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To Be Registered Each Class Is To Be Registered
---------------- ------------------------------
None None
---------------- ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of Class)
<PAGE> 2
INDEX
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<TABLE>
<CAPTION>
PART I PAGE
<S> <C> <C>
ITEM 1. DESCRIPTION OF BUSINESS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 4
ITEM 3. DESCRIPTION OF PROPERTY 6
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 7
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 7
ITEM 6. EXECUTIVE COMPENSATION 8
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 8
ITEM 8. DESCRIPTION OF SECURITIES 8
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS 9
ITEM 2. LEGAL PROCEEDINGS 9
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 9
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES 9
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS 10
</TABLE>
PART F/S
INDEPENDENT AUDITOR'S REPORT OF MARK L. CLELAND, CERTIFIED PUBLIC ACCOUNTANT
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1998 AND 1997
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED 9/30/98 AND
9/30/97
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND ACCUMULATED
DEFICIT FOR THE YEARS ENDED 9/30/98 AND 9/30/97
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 9/30/98 AND
9/30/97
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS CONSISTING OF UNAUDITED CONSOLIDATED
BALANCE SHEETS AS OF 2/28/99 AND 2/28/98, UNAUDITED CONSOLIDATED STATEMENTS OF
OPERATIONS AND ACCUMULATED DEFICITS FOR FIVE MONTHS ENDED 2/28/99 AND 2/28/98,
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR FIVE MONTHS ENDED 2/28/99
AND 2/28/98, TOGETHER WITH NOTES TO SUCH UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
PART III
EXHIBITS: ARTICLES OF INCORPORATION
BY-LAWS
AMENDMENT OF LEASE AGREEMENT FOR OFFICES EFFECTIVE AS OF 10/1/97
LETTER ON CHANGE OF AUDITOR
FINANCIAL DATA SCHEDULE
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<PAGE> 3
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
PART I
ITEM 1. BUSINESS
REGISTRANT. Centre Capital Corporation, the Registrant herein, is a
Nevada corporation, whose offices are located at 7642 Pebble Drive, Ft. Worth,
Texas 76181. It can be reached by phone at (817) 284-1501 and by fax at (817)
284-8598. Its sole executive officer and only employee is Everett Sparks, its
President, who serves without compensation.
HISTORY. Registrant was incorporated November 3, 1975 as a Utah
corporation under the name of World Investment Corporation. Its name was changed
to Energy Stock Exchange, and its charter was forfeited on December 31, 1978 for
failure to pay franchise taxes. It remained dormant until it was reinstated on
April 20, 1981 and changed its name to Burke Oil Company. On September 6, 1988,
its name was changed to Centre Capital Corporation, and it was reincorporated
under Nevada law. Registrant had ceased operations and become dormant when
Everett Sparks purchased control of Registrant from its controlling stockholder
in November, 1995.
OPERATIONS. In January, 1996, Registrant issued a total of 500,000
shares of its Common Stock to the four shareholders of KFA Corp. in exchange for
all of the outstanding stock of KFA. Registrant has continued the operations of
KFA, which markets a non-toxic, non-hazardous insecticide product designed
primarily for the extermination of fire ants. These operations have not been
profitable to date, and Registrant is currently seeking other products and
operations to increase its volume of business to a profitable level. None of the
various business operations conducted by Registrant under its prior management
has ever been profitable, and there is no assurance that whatever business
Registrant might conduct in the future will ever be profitable. If Registrant
should be able to make an acquisition which is able to general sufficient cash
flow to fund its operations, Registrant intends to convey KFA and its
insecticide assets, valued at approximately $35,000, to Everett Sparks and his
associate for $40,000 credit against the $140,000 balance due to them for funds
advanced by them to Registrant since 1995.
Page -3-
<PAGE> 4
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS. Registrant's net sales decreased
by over 43% from $56,217 in fiscal year 1997 to $31,920 in 1998. This reduction
is attributed to a change in management's marketing strategy from broad based
radio and print media advertising to a direct net working approach where its
insecticide product is demonstrated to a small group or an individual for a more
thorough presentation and explanation of the product, what it is and how it
works, and the results. Registrant's management is gaining more experience in
multi-level marketing and intends to pursue this net working strategy in its
future operations.
Registrant's operating expenses decreased by over 65% from $79,018 in
1997 to $27,299 in 1998. This decrease of $51,719 is due mostly to a reduction
in advertising expense from $18,5534 in 1997 to $254 in 1998 and reductions of
$14,043 in G&A and $20,657 in office and warehouse rent.
Registrant at February 28, 1999 had current assets of less than $40,000
and payables of $140,000 due to Everett Sparks and an associate of his for loans
advanced by them to Registrant which are due upon demand. Mr. Sparks has
expressed his intention to continue advancing funds to Registrant to cover its
net operating losses until it is able to acquire a profitable marketing business
with a proven line of products and an effective sales operation.
PLAN OF OPERATIONS. While Registrant is continuing to market its
insecticide product, Registrant is actively seeking to acquire businesses,
preferably in the field of multi-level direct marketing of nutritional
supplements and body care products, with which its management, Everett Sparks,
is familiar. Direct marketers sell their products and/or services directly to
retail consumers through a network of independent sales personnel who are
compensated generally on a straight commission basis. These independent sales
networks typically have multiple levels of sales personnel with those at the
upper levels receiving commissions from sales by those at lower levels whom they
have recruited to join the network. The sales personnel in these networks
generally conduct their sales operations free of any supervision or control by
the direct marketers. The advantage of this type of commission sales network is
to tie the costs paid for sales directly to the revenues received from such
sales. The disadvantage is the lack of control or supervision over their sales
operations.
Any acquisitions by Registrant would necessarily need to be in the form
of issuance of its
Page -4-
<PAGE> 5
Common Stock or other securities, which in the absence of an active trading
market, would not have any readily ascertainable value. There is no assurance
that Registrant will be able to make any acquisitions, or if made that the terms
would be favorable to Registrant or its shareholders. The value which would be
given to Registrant's Common Stock or other securities issued as the
consideration for any acquisition is a matter of negotiation to be agreed upon
by the parties.
Registrant has screened a number of potential acquisitions in the past
year which were not pursued for a variety of reasons. The screening process
generally involves more of an expenditure of time than money. Pursuing potential
acquisitions which have passed the screening process requires more time, and
some expense generally for travel and lodging if it is not a local situation,
and perhaps some expense for accounting. The expense factor does not usually
become significant in the acquisition process, unless and until negotiations
reach a tentative agreement upon mutually acceptable terms and attorneys,
accountants and sometimes other consultants are retained to consummate the
agreement. Registrant has seriously pursued only two potential acquisitions,
which were deemed to have merit upon screening and to present a realistic
possibility of being able to reach a mutually satisfactory agreement. The first
business was rejected by Registrant due to its management, and the second is
still in the negotiation process without an agreement having been reached at
this time.
The acquisitions which Registrant is seeking are those having
profitable operations with a value of up to a million dollars, or so. For that
type of business having a good growth potential Registrant is prepared to issue
several million shares of its Common Stock, which would have no readily
ascertainable market value. If required in order to make the acquisition upon a
basis favorable to Registrant, Everett Sparks would be willing to contribute
some of his Common Stock to consummate the transaction. He intends to continue
to fund Registrant's operations until it obtains an acquisition that will
provide adequate cash flow to funds its operations or he determines that such an
acquisition is not sufficiently imminent to justify continuing to fund its
operations beyond the end of this calendar year. For the five months ended
February 28, 1999, Registrant operated at a net loss of approximately $3,000 per
month. No material change is anticipated in this respect during the remainder of
this calendar year in the absence of Registrant making any acquisition.
FUNDING OPERATING LOSSES. Registrant has suffered net operating losses
since Everett
Page -5-
<PAGE> 6
Sparks purchased a majority (65%) of its Common Stock in November, 1995. Mr.
Sparks and an associate of his have advanced funds to Registrant as necessary to
sustain its operations and offset the losses. The total balances due to them by
Registrant under the loans advanced to it by them was $95,396 at September 30,
1996, $146,416 at September 30, 1997, $143,431 at September 30, 1998 and
$139,731 at February 28, 1999. These loans are due and payable by Registrant
upon demand
YEAR 2000 ISSUE ("Y2K"). Many of the computer systems, applications
software and other computer programs and devices which are presently in use were
designed to operate upon the basis of two, rather than four, digits to identify
the year without any consideration being given to the impact of the upcoming
turn of the century. As a result, these two digit devices, which at the turn of
the century will decipher only "00", will not be able to identify the year 2000
from 1900, or the first year of any other century. Insofar as Registrant has
been able to determine, its internal computer operations do not appear to be
based upon a two digit system for year identification, and Registrant does not
anticipate any material Y2K problems with its own internal computer operations.
Registrant has an adequate inventory of its insecticide product to carry it well
into the year 2000 based upon the current level of sales. Registrant purchases
this product from one manufacturer in California who does not anticipate any Y2
K problems in the course of processing and shipping this product to Registrant
after January 1, 2000. Registrant in turn has one primary wholesale buyer for
this product, and there does not appear to be any problems in selling and
shipping the product to this buyer and other smaller buyers located principally
in Texas and surrounding states. If necessary, Registrant could operate the
bookkeeping, accounting and other financial aspects of its business by hand
rather than computer. The principal Y2K problems which Registrant might
encounter in this respect would be those external services and functions upon
which Registrant is dependent, such as telephone communications, banking
services, travel arrangements and computer generated data and information for
management and operational purposes which could be disrupted or adversely
effected by Y2K.
ITEM 3. DESCRIPTION OF PROPERTY
Registrant does not own or hold any properties other than a small
inventory of its insecticide product valued at $38,000 and miscellaneous office
equipment and furnishings valued at $12,000. Registrant leases its offices,
consisting of approximately 3,000 square feet, at an annual rental of $12,720,
payable $1,060 monthly, for the first year and $13,320 for the second year,
payable $1,110
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<PAGE> 7
monthly, under a two year lease expiring September 1, 1999. Registrant does not
foresee any need for larger offices or additional properties, unless or until it
might make an acquisition which would necessitate expansion.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The holders of record or known by Registrant to own more than 5% of its
Common Stock as of March 1, 1999 are set forth in the table below.
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Owner Class
------------------- -------------------- ----------
<S> <C> <C>
Everett Sparks 4,473,000 shares 65%
7642 Pebble Drive
Ft. Worth, Texas 76181
Camelot Lakes, Ltd. 584,000 shares 8.5%
7098 West Rusk
Rockwall, Texas 75087
</TABLE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Registrant's Directors are as follows:
<TABLE>
<CAPTION>
Name Address Age Experience
---- ------- --- ----------
<S> <C> <C> <C>
Everett Sparks 1861 Brown Blvd. #631 49 Graduated from Texas Christian University
Arlington, TX 76006 in Ft. Worth, Texas in 1973 with a
degree in Business Administration. During
the past five years he has managed his
own investment operations and served
informally and without specific compensation
as a consultant to multi-level direct marketers.
Prior to the past five years, he managed oil
and gas drilling and producing operations. He
has been a Director since he acquired control
of Registrant in December, 1995.
Ira A.(Jim) Hunt, Jr. 7102 Capitol View 72 General Hunt is a graduate of the U.S. Military
McLean, Va. Academy at West Point. His other degrees are a Master
of Science Degree from Massachusetts Institute of
Technology; a Master of Business Administration from
the University of Detroit; a Doctorate from
University of Grenoble, France; and a Doctorate of
Business Administration from George. Washington
University. He retired from the U. S. Army in 1978 as
a Major General after 33 years of active military
service. He last served as Director of Battlefield
Systems Integration.
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C>
Since retirement, he has served as President
of Pacific Architects and Engineers in Los
Angeles; Vice-President of Frank E. Basil,
Inc. in Washington, D.C.; Chairman of
Overlook Communications International; and a
Director of Data Measurement. He is now a
Director of Information Resources
Engineering and Card Gofard International .
He has been a Director of Registrant since
February, 1996.
</TABLE>
ITEM 6. EXECUTIVE COMPENSATION.
Registrant's sole executive officer and only employee is Everett
Sparks, who serves without compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since his acquisition of control of Registrant in 1995, Everett Sparks
and an associate have advanced funds to it as necessary to offset its net
operating losses. The total balance due to both of them for such advances was
$95,396 at September 30, 1996, $146,416 at September 30, 1997, $143,431 at
September 30, 1998 and $139,731 at February 28, 1999. These payables are due by
Registrant upon demand. Neither of them received any special compensation or
valuable consideration for making these advances to Registrant.
ITEM 8. DESCRIPTION OF SECURITIES
Registrant's Common Stock, par value $.001 per share, does not entitle
the holders thereof to any preemptive rights to acquire any securities which
might be issued by Registrant or to cumulative voting rights in the election of
directors. The holders of its Common Stock are entitled to participate equally
on a share for share basis in any dividends which might be declared by
Registrant and any distribution in liquidation or dissolution of Registrant. The
transfer agent for Registrant's Common Stock is Fidelity Transfer Company.
Page -8-
<PAGE> 9
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
There is presently no active public trading market for Registrant's
Common Stock, and there is no assurance that one will develop at any time in the
future. Registrant has never paid a dividend on its Common Stock, and Registrant
does not contemplate that it will do so in the foreseeable future. At March 1,
1999 Registrant had approximately 225 record holders of its Common Stock.
ITEM 2. LEGAL PROCEEDINGS
No legal proceedings are pending by or against Registrant or its
subsidiaries or their directors, officers or affiliates, and to Registrant's
knowledge no such legal proceedings are threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Registrant during its management under Everett Sparks since 1995 has
used two different certified public accountants who share offices, but are not
partners. There have been no disagreements or differences of opinion of any
nature or kind whatsoever between Registrant and either of these two
accountants, and Registrant uses which ever of them is available at the time
needed. Registrant has been fully satisfied with the opinions and services of
each of these accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
Within the past three calendar years and thus far in 1999, Registrant
has made sales of unregistered shares of its Common Stock as set forth below.
In February, 1996 Registrant issued a total of 500,000 shares to the
four shareholders of KFA Corp. to acquire all of its outstanding capital stock.
Registrant valued its shares for this purpose at the par value thereof of $.001
per share ($500). KFA markets a non-toxic and non-hazardous insecticide product
designed primarily to exterminate fire ants, which Registrant is continuing to
market.
In February, 1996 Registrant issued 50,000 shares to a non-affiliated
lender in lieu of payment of interest due upon a loan to Registrant, which were
valued for this purpose at $288.
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<PAGE> 10
In May, 1996, Registrant issued a total of 9,700 shares to five
unrelated individual purchasers for a cash consideration of $9,700.
In July, 1996 Registrant issued 100,000 shares to one of its then
Directors, who was serving as its Secretary-Treasurer without compensation,
which were valued for this purpose at $150.
The certificates for the shares issued in each of the foregoing
transactions bear prominent legends thereon denoting that the shares were issued
without registration under the applicable securities laws and cannot be sold or
transferred without registration thereunder or satisfactory evidence that sale
or transfer thereof would be in compliance with such laws. Registrant also
placed written instructions with the transfer agent for its Common Stock to not
transfer these certificates unless and until Registrant should advise the
transfer agent in writing that the sale or transfer would be in compliance with
such laws. Exemption from registration for the sale of these shares under such
laws is claimed by Registrant under the exemption in Section 4(2) of the
Securities Act of 1933 for transactions by an issuer not involving a public
distribution and under comparable exemptions in the state securities laws for
limited offerings. All of the certificates for these transactions were held of
record as of March 1, 1999 in the names of the purchasers to whom they were
issued, other than for a certificate for 125,000 shares issued to one of the KFA
shareholders, which has been transferred subject to the same restrictions upon
sale or transfer initially imposed thereon.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Registrant's directors and officers are indemnified under Registrant's
By-Laws against liability in such capacities against risk, harm or loss to the
full extent permitted under the corporation laws of Nevada.
PART F/S
FINANCIAL STATEMENTS:
Independent Auditor's Report of Mark L. Cleland, Certified Public Accountant
Consolidated Balance Sheets as of September 30, 1998 and 1997
Consolidated Statements of Operations for the Years Ended 9/30/98 and
9/30/97
Consolidated Statements of Stockholders' Equity and Accumulated Deficit
for the Years Ended 9/30/98 and 9/30/97
Consolidated Statements of Cash Flows for the Years Ended 9/30/98 and
9/30/97
Notes to Consolidated Financial Statements
Unaudited Consolidated Financial Statements consisting of Unaudited Consolidated
Balance Sheets as of 2/28/99 and 2/28/98, Unaudited Consolidated Statements of
Operations and Accumulated Deficits for Five Months Ended 2/28/99 and 2/28/98,
Unaudited Consolidated Statements of Cash Flows for Five Months Ended 2/28/99
and 2/28/98, together with Notes to such Unaudited Consolidated Financial
Statements
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<PAGE> 11
[MARK L. CLELAND LETTERHEAD]
-----------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Centre Capital Corporation
Arlington, Texas
I have audited the accompanying consolidated balance sheet of Centre Capital
Corporation and subsidiary as of September 30, 1998 and the related consolidated
statement of operations, accumulated deficit, and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
consolidated financial statements based on my audit. The consolidated financial
statements of Centre Capital Corporation as of September 30, 1997 were audited
by other auditors whose report dated November 7, 1997, expressed an unqualified
opinion on those statements.
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 provides a reasonable basis for my opinion.
In my opinion, based on my audit and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Centre Capital
Corporation and subsidiary as of September 30, 1998, and 1997, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended September 30, 1998 in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note J to the
consolidated financial statements the Company has suffered recurring losses from
operations and has a net capital deficiency, which raises substantial doubt
about the Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
/s/ MARK L. CLELAND
Dallas, Texas
March 8, 1999
Except for Notes A,B,D,G,I, and K
which is as of May 25, 1999
1
<PAGE> 12
CENTRE CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
September 30, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS
1998 1997
---------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 4,521 $ 536
Accounts receivable 0 4,846
Inventory 28,869 36,648
Deposits 1,130 1,130
---------- ----------
Total Current Assets 34,520 43,160
PROPERTY:
Property and equipment (net) 12,279 17,653
---------- ----------
Total Property 12,279 17,653
OTHER ASSETS:
Goodwill (net) 3,895 4,433
Organization costs (net) 808 1,200
---------- ----------
Total Other Assets 4,703 5,633
---------- ----------
TOTAL ASSETS $ 51,502 $ 66,446
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable 21,046 23,353
Sales tax payable 0 115
Loans from shareholders 143,431 146,416
---------- ----------
Total Current Liabilities 164,477 169,884
Commitments and Contingencies (Note F):
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value -- --
Common stock, $0.001 par value 6,881 6,881
Additional paid-in capital 9,414 9,414
Accumulated deficit (129,270) (119,733)
---------- ----------
Total Stockholders' Deficit (112,975) (103,438)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 51,502 $ 66,446
========== ==========
</TABLE>
See accompanying notes.
2
<PAGE> 13
CENTRE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Years Ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
REVENUE:
Sales (net) $ 31,920 $ 56,217
Sales tax discounts and miscellaneous income 0 867
---------- ----------
Total Revenue 31,920 57,084
COST OF SALES:
Total Cost of Sales 14,158 28,615
---------- ----------
17,762 28,469
GROSS MARGIN:
OPERATING EXPENSE:
Advertising 254 18,554
Amortization 929 929
Bad debt 4,130 6,473
Depreciation 5,375 1,751
General and administrative 7,560 21,603
Rent 9,051 29,708
---------- ----------
Total Operating Expense 27,299 79,018
---------- ----------
OTHER EXPENSE:
Interest expense -- 9,604
---------- ----------
Total Other Expense 0 9,604
NET LOSS: $ (9,537) $ (60,153)
========== ==========
Weighted average shares outstanding 6,881,447 6,881,447
---------- ----------
LOSS PER SHARE: $ (0.00) $ (0.01)
---------- ----------
</TABLE>
See accompanying notes.
3
<PAGE> 14
CENTRE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
For the Years Ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
Common Paid in Accumulated
Shares Amount Capital Deficit Total
--------- ------- ------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance
September 30, 1996 6,881,447 $ 6,881 $ 9,414 $ (59,581) $ (43,286)
--------- ------- ------- ---------- ----------
Net loss -- -- -- (60,153) (60,153)
Balance --------- ------- ------- ---------- ----------
September 30, 1997 6,881,447 $ 6,881 $ 9,414 $ (119,734) $ (103,439)
--------- ------- ------- ---------- ----------
Net loss -- -- -- (9,537) (9,537)
Balance --------- ------- ------- ---------- ----------
September 30, 1998 6,881,447 $ 6,881 $ 9,414 $ (129,271) $ (112,976)
========= ======= ======= ========== ==========
</TABLE>
See accompanying notes.
4
<PAGE> 15
CENTRE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 1998 1997
-------- --------
<S> <C> <C>
Net loss $ (9,537) $(60,153)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Amortization 929 929
Depreciation 5,375 1,751
Stock issued for interest -- --
Changes in working capital:
(Increase) decrease in
Accounts receivable 4,846 (923)
Inventory 7,779 (16,257)
Deposits -- (130)
Increase (decrease) in
Accounts payable (2,307) 23,353
Accrued interest -- (1,762)
Sales tax payable (115) (129)
======== ========
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES: 6,970 (53,321)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase property -- (14,376)
======== ========
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES: 0 (14,376)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loans 9,549 51,020
Repayment of shareholder loans (12,534) --
-------- --------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES: (2,985) 51,020
-------- --------
NET INCREASE (DECREASE) IN CASH: 3,985 (16,677)
CASH AT BEGINNING OF YEAR 536 17,213
-------- --------
CASH AT END OF YEAR $ 4,521 $ 536
======== ========
</TABLE>
See accompanying notes.
5
<PAGE> 16
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
History:
The Company was organized November 3, 1975, as a Utah corporation under the name
World Investment Corporation. On March 4, 1977 the Company changed its name to
Energy Stock Exchange. The Company's charter was involuntarily forfeited on
December 31, 1978 and the Company remained dormant until April 20, 1981 when the
Company was reinstated and changed its name to Burke Oil Company. On September
6, 1988 the Company changed its name to Centre Capital Corporation and
reincorporated in the State of Nevada.
On January 17, 1996 the Company exchanged 500,000 shares of its common stock
valued at $500 for 100% of the outstanding voting stock of KFA Corp (KFA). This
acquisition was accounted for as a purchase. KFA owns the rights to distribute
and sell a product known as Insecto Formula 7. This product was developed
primarily for the control of fire ants and is sold to customers in Texas and
Oklahoma.
Basis of Accounting:
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in conformity with generally accepted accounting principles.
Sales are recorded as income in the period in which they are earned and expenses
are recognized in the period in which the related liability is incurred.
Revenue Recognition:
Revenue is recognized when product is shipped and amount invoiced. Sales are
reported net of returns and allowances.
Principles of Consolidation:
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. All material intercompany accounts and transactions
have been eliminated in consolidation.
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents. The Company places its cash investments in more than one high
quality financial institutions.
Allowance for Doubtful Accounts:
The allowance for doubtful accounts is based on management's evaluation of
outstanding accounts receivable at the end of the year.
Fair Value of Financial Instruments:
The carrying value of cash, receivables and accounts payable approximates fair
value due to the short maturity of these instruments.
6
<PAGE> 17
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED):
Property:
Property is carried at cost. Upon retirement or disposal, the asset cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is included in the determination of net income.
Expenditures for maintenance, repairs and renewals are charged to expense when
incurred. Additions and significant improvements are capitalized and
depreciated.
Loss per Common Share:
Loss applicable to common share is based on the weighted average number of
shares of common stock outstanding during the year.
Accounting Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amount reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Long-lived Assets:
Generally accepted accounting principals require recognition of impairment of
long-lived assets in the event of net book value of such assets exceed the
future undiscounted cash flows attributable to such assets. Consequently, the
Company assesses its assets annually for impairment and writes down any amounts
necessary as a result of the assessment
Income Tax:
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative minimum tax (ATM) system.
The Company uses an asset and liability approach for the accounting and
financial reporting of income tax. Under this method, deferred tax assets and
liabilities are determined based on temporary differences between the financial
carrying amounts and the tax bases of assets and liabilities using enacted tax
rates in effect in the years in which the temporary differences are expected to
reverse.
7
<PAGE> 18
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE B - CONCENTRATIONS:
Credit Risk: In the normal course of business, the Company extends unsecured
credit to customers. The Company performs ongoing credit evaluations of these
customers.
Inventory: The Company maintains an inventory of basically one product whose
shelf life has not been determined. There have been no purchases of new product
during fiscal 1998 and there are a limited number of buyers. The Company's
inventory is recorded at the lower of cost or market.
Product warranty: The Company offers a money back guarantee on all products sold
for a period of 90 days. There has been no liability recorded for future claims
as there is limited history of product returns.
Major supplier: The Company primarily uses one supplier for its products that
are sold.
NOTE C - INVENTORY:
The Company purchases a finished product and maintains an inventory stated at
cost. The Company uses the first in first out method in valuing its inventory.
All damaged and unmarketable product is reflected in cost of sales.
NOTE D - PROPERTY:
The depreciable value is cost less estimated salvage value of 10%. The assets
are depreciated over their estimated useful lives using the straight-line method
as follows:
<TABLE>
<CAPTION>
Estimated Life 1998 1997
-------- --------
<S> <C> <C> <C>
Computer and office equipment 5 years $ 1,883 $ 1,883
Warehouse equipment 5 years 6,462 6,462
Leasehold improvements 3 years 11,618 11,618
-------- --------
19,963 19,963
Less: accumulated depreciation (7,684) (2,310)
-------- --------
$ 12,279 $ 17,653
======== ========
</TABLE>
8
<PAGE> 19
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE E - OTHER ASSETS:
Goodwill:
Under pushdown accounting, a new basis of accounting for the purchased assets
and liabilities created goodwill in the amount of $5,373 at the time of the KFA
acquisition. This amount reflects the excess of the fair value over the net
assets and liabilities of the Company's subsidiary. The Company amortizes
goodwill on the straight-line method over a ten year period. Amortization
expenses amounted to $537 during 1998 and 1997 each and total accumulated
amortization amounting to $1,478.
Organization Costs:
Organization costs in the amount of $1,957 are amortized over sixty months using
the straight-line method. Amortization expenses amounted to $392 during 1998 and
1997 each and the total accumulated amortization is $1,149.
NOTE F - COMMITMENTS AND CONTINGENCIES:
The Company leases its office and warehouse space under a noncancelable
operating lease, which expires September 1, 1999. Lease payments will total
approximately $12,210 through the end of the lease.
NOTE G - RELATED PARTY TRANSACTIONS:
Shareholders of the Company advanced cash to the Company and also paid expenses
and acquired equipment on the Company's behalf. These advances are recorded as
current loans payable with balances in the amount of $143,431 and $146,416 at
the end of 1998 and 1997 respectively.
NOTE H - STOCKHOLDERS' EQUITY:
Preferred stock: The Company is authorized to issue 20,000,000 shares of
preferred stock at a par value of $0.001 per share. There were no shares issued
and outstanding as of September 30, 1998 and 1997.
Common stock: The Company is authorized to issue 50,000,000 common shares of at
a par value of $0.001 per share. These shares have full voting rights. There
were 6,881,171 shares issued and outstanding as of September 30, 1998 and 1997.
The Company has not paid a dividend to its stockholders.
9
<PAGE> 20
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE I - INCOME TAXES:
The Company has net operating loss carryforwards of approximately $127,000 at
September 30, 1998 that is available to offset future income tax liability. No
deferred tax asset has been recognized for the operating loss carryforward as
any valuation allowance would reduce the benefit to zero. The net operating loss
carryforwards expire as follows:
<TABLE>
<CAPTION>
Year of loss Amount Expiration year
-------------------- ---------------- --------------------
<S> <C> <C>
1994 5,657 2009
1995 -0- na
1996 53,924 2011
1997 60,153 2012
1998 9,537 2013
</TABLE>
NOTE J - GOING CONCERN:
The Company has minimal capital resources available to meet obligations normally
expected to be incurred by companies that are of similar size and line of
business. Accordingly, the Company's continued existence is dependent upon the
successful operation of the Company's plan of operations, selling the Company's
assets, obtaining additional financing or issuing additional stock. Unless these
conditions among others are met, the Company may be unable to continue as a
going concern.
NOTE K - SUBSEQUENT EVENT (UNAUDITED):
The Company has entered into a merger agreement with Vista InterNatural Products
I, Inc. (Vista), a privately held company. This merger is planned to be
effective during the first or second calendar quarters of 1999.
The following unaudited proforma summaries present the Company's financial
position and results of operations for the current year as if the merger had
taken place at the beginning of fiscal year ended September 30, 1998.
<TABLE>
<CAPTION>
After
Merger Vista
------ -----
<S> <C> <C>
Total Assets 16,951 -0-
Total Liabilities 143,775 -0-
Revenues -0- -0-
Net Loss $(22,516) -0-
Loss per share $ 0.00
========
</TABLE>
10
<PAGE> 21
[J.S. OSBORN, P.C. LETTERHEAD]
------------------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Centre Capital Corporation
Ft. Worth, Texas
We have audited the accompanying balance sheets of Centre Capital Corporation
as of September 30, 1997 and 1996 and the related consolidated statements of
operations and accumulated deficit, and cash flows for each of the two years in
the period ended September 30, 1997. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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. We believe that our audits provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Centre
Capital Corporation and subsidiaries as of September 30, 1997, and 1996, and
the consolidated results of their operations and their cash flows for each of
the two years in the period ended September 30, 1997 in conformity with
generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note J to
the consolidated financial statements the Company has suffered recurring losses
from operations and has a net capital deficiency, which raises substantial
doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustment that might
result from the outcome of this uncertainty.
/s/ J. S. OSBORN, P. C.
J. S. Osborn, P. C.
Dallas, Texas
November 7, 1997
1
<PAGE> 22
CENTRE CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
February 28, 1999 and 1998
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS: 1999 1998
----------- -----------
<S> <C> <C>
Cash $ 9,758 $ 474
Inventory 27,700 33,632
Deposits 1,130 1,130
----------- -----------
Total Current Assets 38,588 35,236
PROPERTY:
Property and equipment (net) 10,181 15,889
----------- -----------
Total Property 10,181 15,889
OTHER ASSETS:
Goodwill (net) 3,671 4,209
Organization costs (net) 645 1,037
----------- -----------
Total Other Assets 4,316 5,246
----------- -----------
TOTAL ASSETS $ 53,085 $ 56,371
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 13,715 $ 22,455
Loans from shareholders 139,731 150,976
----------- -----------
Total Current Liabilities 153,446 173,431
Commitments and Contingencies (Note F):
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value -- --
Common stock, $0.001 par value 7,181 6,881
Additional paid-in capital 39,114 9,414
Accumulated deficit (146,656) (133,355)
----------- -----------
Total Stockholders' Deficit (100,361) (117,060)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 53,085 $ 56,371
=========== ===========
</TABLE>
See accompanying notes.
1
<PAGE> 23
CENTRE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
For The Five Month Periods Ended February 28, 1999 and 1998
<TABLE>
<CAPTION>
REVENUE: 1999 1998
----------- -----------
<S> <C> <C>
Sales $ 5,841 $ 5,812
----------- -----------
Total Revenue 5,841 5,812
COST OF SALES:
Total Cost of Sales 1,965 2,339
----------- -----------
GROSS MARGIN: 3,876 3,473
OPERATING EXPENSES:
Amortization 387 387
Bad debts -- 5,970
Depreciation 2,098 2,098
General and administrative 14,408 3,230
Rent 4,370 5,410
----------- -----------
Total Operating Expenses 21,263 17,095
----------- -----------
NET LOSS: $ (17,387) $ (13,622)
ACCUMULATED DEFICIT AT BEGINNING OF PERIOD: (129,269) (119,733)
----------- -----------
ACCUMULATED DEFICIT AT END OF PERIOD: $ (146,656) $ (133,355)
=========== ===========
</TABLE>
See accompanying notes.
2
<PAGE> 24
CENTRE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Five Months Ended February 28, 1999 and 1998
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 1999 1998
----------- -----------
<S> <C> <C>
Net loss $ (17,387) $ (13,622)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Amortization 387 387
Depreciation 2,098 2,098
Changes in working capital:
Decrease in accounts receivable -- 4,846
Decrease in inventory 1,169 2,682
(Decrease) in accounts payable (7,330) (1,013)
----------- -----------
NET CASH (USED) BY
OPERATING ACTIVITIES: (21,063) (4,622)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock 30,000 --
Proceeds from shareholder loans -- 4,560
Repayment of shareholder loans (3,700) --
----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES: 26,300 4,560
----------- -----------
NET INCREASE IN CASH: 5,237 (62)
CASH AT BEGINNING OF THE PERIOD 4,521 536
----------- -----------
CASH AT END OF THE PERIOD $ 9,758 474
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE> 25
CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1999 AND 1998
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
This summary of significant accounting policies of Centre Capital Corporation
(the Company) is presented to assist in understanding the Company's unaudited
consolidated financial statements. The consolidated financial statements and
notes are representations of management who is responsible for their integrity
and objectivity.
Interim Financial Statement Policies and Disclosures:
The unaudited consolidated condensed financial statements of Centre Capital
Corporation and subsidiary included herein have been prepared pursuant to the
rules and regulations of the Security and Exchange Commission. Certain
information and footnote disclosures normally required in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
These consolidated condensed financial statements reflect all adjustments, which
in the opinion of management, are necessary to present fairly the financial
position as of February 28, 1999 and 1998, and the results of operations for the
interim periods presented. All of the adjustments which have been made in these
consolidated condensed financial statements are of a normal recurring nature.
It is suggested that these consolidated condensed financial statements be read
in conjunction with the consolidated financial statements and the notes thereto
included in the Company's audited financial statements for the years ended
September 30, 1998 and 1997 and Form 10.
Nature of Operations:
The Company sells an FDA approved fire ant killer for residential and commercial
use. The sales are made primarily through a network of distributors and may on
occasion sell through dealers on a consignment basis.
Basis of Accounting:
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting. Sales are recorded as income in the period in which they
are earned and expenses are recognized in the period in which the related
liability is incurred.
Revenue Recognition:
Revenue is recognized when product is shipped and amount invoiced. Sales are
reported net of returns and allowances.
Principles of Consolidation:
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. All material intercompany accounts and transactions
have been eliminated in consolidation.
4
<PAGE> 26
CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1999 AND 1998
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED):
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
Property:
Property is carried at cost. Upon retirement or disposal, the asset cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is included in the determination of net income.
Expenditures for maintenance, repairs and renewals are charged to expense when
incurred. Additions and significant improvements are capitalized and
depreciated.
Accounting Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amount reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Income Tax:
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative minimum tax (AMT) system.
The Company uses an asset and liability approach for the accounting and
financial reporting of income tax. Under this method, deferred tax assets and
liabilities are determined based on temporary differences between the financial
carrying amounts and the tax basis of assets and liabilities using enacted tax
rates in effect in the years in which the temporary differences are expected to
reverse.
NOTE B - CONCENTRATIONS:
Credit Risk: In the normal course of business, the Company extends unsecured
credit to customers. The Company performs ongoing credit evaluations of these
customers.
Inventory: The Company maintains an inventory of basically one product whose
shelf life has not been determined. There have been no purchases of new product
during the five month period ending February 28, 1999 and there are a limited
number of buyers.
Product warranty: The Company offers a money back guarantee on all products sold
for a period of 90 days. There has been no liability recorded for future claims
as there is limited history of product returns.
Major supplier: The Company primarily uses one supplier for its products that
are sold.
5
<PAGE> 27
CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1999 AND 1998
NOTE C - INVENTORY:
The Company purchases a finished product and maintains an inventory stated at
the lower of cost or market. The Company uses the first in first out method in
valuing its inventory. All damaged and unmarketable product is reflected in cost
of sales.
NOTE D - PROPERTY:
The depreciable value is cost less estimated salvage value of 10%. The assets
are depreciated over their estimated useful lives using the straight-line method
as follows:
<TABLE>
<CAPTION>
Estimated Life 1999 1998
-------------- --------- --------
<S> <C> <C> <C>
Computer and office equipment 5 years $ 1,883 $ 1,883
Warehouse equipment 5 years 6,462 6,462
Leasehold improvements 3 years 11,618 11,618
--------- --------
19,963 19,963
Less: accumulated depreciation (9,782) (4,074)
--------- --------
$ 10,181 $ 15,889
========= ========
</TABLE>
NOTE E - OTHER ASSETS:
Goodwill:
Goodwill in the amount of $5,373 was created at the time of the KFA acquisition.
This amount reflects the excess of the fair value over the net assets and
liabilities of the Company's subsidiary. The Company amortizes goodwill on the
straight-line method over a ten year period. Amortization expense was $224 for
the five month periods ending February 28, 1999 and 1998. The total accumulated
amortization is $1,702 and $1,164 at February 28, 1999 and 1998 respectively.
Organization Costs:
Organization costs in the amount of $1,957 are amortized over sixty months using
the straight-line method. Amortization expense during the five month periods
ending February 28, 1999 and 1998 was $163. Total accumulated amortization
amounted to $1,312 and $921 at February 28, 1999 and 1998 respectively.
NOTE F - COMMITMENTS AND CONTINGENCIES:
The Company leases its office and warehouse space under a noncancelable
operating lease, which expires September 1, 1999. Lease payments will total
approximately $6,660 from March 1, 1999 through the end of the lease.
6
<PAGE> 28
CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1999 AND 1998
NOTE G - RELATED PARTY TRANSACTIONS:
Shareholders of the Company advanced cash to the Company and also paid expenses
and acquired equipment on the Company's behalf. These advances are recorded as
current loans payable with balances totaling $139,731 and $150,976 at February
28, 1999 and 1998 respectively.
NOTE H - STOCKHOLDERS' DEFICIT:
Preferred stock: The Company is authorized to issue 20,000,000 shares of
preferred stock at a par value of $0.001 per share. There were no shares issued
and outstanding as of February 28, 1999 and 1998.
Common stock: The Company is authorized to issue 50,000,000 common shares of at
a par value of $0.001 per share. These shares have full voting rights. There
were 7,181,171 and 6,881,171 shares issued and outstanding as of February 28,
1999 and 1998 respectively.
NOTE I - INCOME TAXES:
The Company has net operating loss carryforwards of approximately $140,000 and
$130,000 at February 28, 1999 and 1998 respectively that is available to offset
future income tax liability. No deferred tax asset has been recognized for the
operating loss carryforward as any valuation allowance would reduce the benefit
to zero.
7
<PAGE> 29
PART III
EXHIBITS:
3.1. Articles of Incorporation*
3.2. By-Laws*
10.1 Amendment to Lease Agreement of offices effective as of 10/1/97*
16. Letter dated March 1, 1999 regarding change in auditor**
27. Financial Data Schedule**
* Included in initial filing dated April 21, 1999
** Filed herewith
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this amendment to its registration statement to be signed
on its behalf by the undersigned hereunto duly authorized, this 2nd day of
June, 1999.
Centre Capital Corporation
By: /s/ EVERETT SPARKS
/s/ IRA A. HUNT, JR. --------------------------------
- -------------------------- Everett Sparks, President
Ira A. Hunt, Jr., Director
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
3.1. Articles of Incorporation*
3.2. By-Laws*
10.1 Amendment to Lease Agreement of offices effective as of
10/1/97*
16. Letter dated March 1, 1999 regarding change in auditor**
27. Financial Data Schedule**
* Included in initial filing dated April 21, 1999
** Filed herewith
</TABLE>
<PAGE> 1
EXHIBIT 16
[J. S. OSBORN, P.C. LETTERHEAD]
-----------------------------
March 1, 1999
Everett Sparks
Centre Capital Corporation
1861 Brown Blvd., Suite 759
Arlington, Texas 76006
Dear Mr. Sparks:
This is to confirm that the client-auditor relationship between Centre Capital
Corporation and J.S. Osborn, P.C. has ceased.
Respectfully,
/S/ JOHN S. OSBORN
John S. Osborn
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
JSO/dj
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 4,521
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 28,869
<CURRENT-ASSETS> 34,520
<PP&E> 19,963
<DEPRECIATION> 7,684
<TOTAL-ASSETS> 51,502
<CURRENT-LIABILITIES> 164,477
<BONDS> 0
0
0
<COMMON> 6,881
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 51,502
<SALES> 31,920
<TOTAL-REVENUES> 31,920
<CGS> 14,158
<TOTAL-COSTS> 14,158
<OTHER-EXPENSES> 27,299
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,537)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,537)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,537)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
