<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
CENTRE CAPITAL CORPORATION
FORM 10-SB
INDEX
<TABLE>
- --------------------------------------------------------------------------------------------------------
PART I PAGE
<S> <C> <C>
ITEM 1. DESCRIPTION OF BUSINESS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 3
ITEM 3. DESCRIPTION OF PROPERTY 4
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 4
ITEM 6. EXECUTIVE COMPENSATION 5
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 5
ITEM 8. DESCRIPTION OF SECURITIES 5
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS 5
ITEM 2. LEGAL PROCEEDINGS 5
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 6
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES 6
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 SEPTEMBER 30, 1998 AND 1997
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED INTERIM COMPILATION REPORT OF J. S. OSBORN, P.C., CERTIFIED PUBLIC ACCOUNTANT
CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 28, 1999
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE FIVE MONTH PERIOD ENDED FEBRUARY 28, 1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PART III
EXHIBITS
ARTICLES OF INCORPORATION
BY-LAWS
AMENDMENT OF LEASE AGREEMENT FOR OFFICES EFFECTIVE AS OF 10/1/97
</TABLE>
Page -2-
<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 is Everett Sparks, who can be reached at
Registrant's offices.
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. Registrant acquired all of the stock of Mighty Technology,
Inc. in December,1995 and KFA Corp. in January, 1996 by the issuance of
1,050,000 shares of Registrant's stock. Mighty Technology, Inc. changed its name
in July of 1996 to Insecto Corporation. Both of these corporations were engaged
in the sale of non-toxic and non-hazardous insecticides. These operations were
not profitable and the corporations have ceased doing business and are now
dormant. Registrant is not presently conducting any business or engaged in any
operations. None of the various business operations conducted by Registrant has
ever been profitable, and there is no assurance that whatever business
Registrant might conduct in the future will ever be profitable.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
PLAN OF OPERATIONS. Registrant is 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. Payment for any such acquisitions would necessarily need to be in
the form of issuance by Registrant of shares of its Common Stock, which does not
have an
Page -3-
<PAGE> 4
active trading market or 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. Registrant does not plan
to conduct any business or operations otherwise than in connection with locating
and negotiating acquisitions.
ITEM 3. DESCRIPTION OF PROPERTY
Registrant does not own or hold any properties other than a small
inventory of insecticides valued at less than $30,000 and miscellaneous office
equipment and furnishings valued at less than $15,000. 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 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
Everett Sparks is the beneficial and record owner of 4,483,013 shares
of Registrant's Common Stock, which constitutes approximately 65% of the
6,881,447 shares outstanding at March 1, 1999. Camelot Lakes Ltd. is the record
holder on such date of 584,000 shares (approximately 8.5%). No other holder of
record held as much as 5% of Registrant's Common Stock on that date.
ITEM 5. DIRECTORS, EXECUTIVE 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
Arlington, TX 76006 University in Ft. Worth, Texas in 1973
with a degree in Business Administration.
For more than the past five years, he has
managed oil and gas drilling and
producing operations. Most recently he
has served as a consultant to multi-level
direct
</TABLE>
Page -4-
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
marketers of principally nutritional
supplements and body care products.
Ira "Jim" Hart 7102 Capitol View 70 Retired in 1978 as a Major General in
McClean, VA 22101 the U. S. Army after 33 years of
service upon graduation from West Point.
Upon retirement, he has served as a
consultant to management of several
international firms.
</TABLE>
ITEM 6. EXECUTIVE COMPENSATION
Registrant's sole executive officer is Everett Sparks, who serves
without compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
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.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
Registrant has never paid a dividend on its Common Stock, and
Registrant does not contemplate that it will do so in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
No legal proceedings are pending against Registrant or its subsidiaries
or their directors, officers or affiliates, and to Registrant's knowledge no
such legal proceedings are threatened.
Page -5-
<PAGE> 6
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not applicable
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
Within the past three calendar years, Registrant has made sales of
unregistered shares of its Common Stock as set forth below.
In February, 1996 Registrant issued 500,000 shares to four persons to
acquire the formulas and rights to manufacture and distribute non-toxic and
non-hazardous insecticides, which these persons represented they owned and had
the right to sell. A dispute has arisen with regard to this transaction, and
Registrant is considering the possibility of filing suit or canceling such
shares for failure of consideration.
In May, 1996 Registrant issued 100,000 shares to the lender of a
$40,000 unsecured loan to Registrant upon full payment by Registrant of such
loan.
In July, 1996 Registrant issued 150,000 shares to one of its then
directors, who was also serving as its Secretary Treasurer without compensation,
and 285,000 shares to a business trust for services rendered.
In January, 1997 Registrant issued 20,833 shares to one individual
purchaser for a cash payment of $20,833.
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 could not 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 these certificates were held of record as of March 1,
1999 in the names in which they were issued, other than for 125,000 shares
issued in the February,
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<PAGE> 7
1996 insecticide transaction which have been sold subject to the same
restrictions upon transfer thereof.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Registrant's directors and officers are indemnified against liability
in such capacities against risk, harm or loss to the extent permitted under the
corporation laws of Nevada. It is Registrant's understanding the Securities and
Exchange Commission considers such indemnification to be against public policy
and not valid or enforceable.
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 September 30,
1998 and 1997
Consolidated Statements of Stockholders' Equity and Accumulated Deficit
Consolidated Statements of Cash Flows for the Years Ended September 30,
1998 and 1997
Notes to Consolidated Financial Statements
Unaudited Interim Compilation Report of J. S. Osborn, P. C., Certified Public
Accountant
Consolidated Balance Sheet as of February 28,1999
Consolidated Statement of Operations for the Five Month Period Ended
February 28, 1999
Notes to Consolidated Financial Statements
PART III
EXHIBITS:
Articles of Incorporation
By-Laws
Amendment to Lease Agreement of offices effective as of 10/1/97
Page -7-
<PAGE> 8
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration to be signed on its behalf by the
undersigned, thereunto duly authorized, this 20th day of April, 1999.
CENTRE CAPITAL CORPORATION
By: /s/ EVERETT SPARKS
--------------------------------
Everett Sparks, President
/s/ IRA HUNT April 20, 1999
- -----------------------------------
Ira Hunt, Director
<PAGE> 9
[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 subsidiaries as of September 30, 1998 and the related
consolidated statement of operations and 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 subsidiaries 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
1
<PAGE> 10
CENTRE CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
September 30, 1998 and 1997
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS: 1998 1997
----------- -----------
<S> <C> <C>
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
----------- -----------
Total Current Liabilities 21,046 23,468
Commitments and Contingencies (Note F):
NON-CURRENT LIABILITIES:
Loans from shareholders 143,431 146,416
----------- -----------
Total Non-current liabilities 143,431 146,416
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> 11
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
Other income 0 867
----------- -----------
Total Revenue 31,920 57,084
COST OF SALES:
Total Cost of Sales 14,158 28,615
----------- -----------
GROSS MARGIN: 17,762 28,469
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) $ (0.0l)
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE> 12
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> 13
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 -- 51,020
Repayment of shareholder loans (2,985) --
----------- -----------
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> 14
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 common stock for all of the
outstanding stock of KFA Corp (KFA). 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> 15
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.
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.
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.
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.
7
<PAGE> 16
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
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 Cost
-------------- -------
<S> <C> <C>
Computer and office equipment 5 years $ 1,883
Warehouse equipment 5 years 6,462
Leasehold improvements 3 years 11,618
-------
19,963
Less: accumulated depreciation (7,684)
-------
$12,279
=======
</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 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.
8
<PAGE> 17
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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
non-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.
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.
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.
9
<PAGE> 18
J. S. OSBORN, P.C.
CERTIFIED PUBLIC ACCOUNTANT
17430 CAMPBELL ROAD, SUITE 114
DALLAS, TEXAS 75252
972-735-0033 FAX 972-735-0035
To the Board of Directors and Stockholders
of Centre Capital Corporation
Arlington, Texas
I have compiled the accompanying consolidated balance sheet of Centre Capital
Corporation and subsidiaries (a corporation) as of February 28, 1999 and the
related consolidated statement of operations and accumulated deficit for the
five month period then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. I have not audited or
reviewed the accompanying financial statements and accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures and the
statements of retained earnings and cash flows required by generally accepted
accounting principles. If the omitted disclosures and statements were included
in the financial statements, they might influence the user's conclusions about
the Company's financial position, results of operations, and cash flows.
Accordingly, these financial statements are not designed for those who are not
informed about such matters.
/s/ J.S. OSBORN, P.C.
J.S. Osborn, P.C.
March 30, 1999
1
<PAGE> 19
CENTRE CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET
February 28, 1999
<TABLE>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 9,758
Inventory 27,700
Deposits 1,130
---------
Total Current Assets 38,588
PROPERTY:
Property and equipment (net) 11,737
---------
Total Property 11,737
OTHER ASSETS:
Goodwill (net) 3,671
Organization costs (net) 645
---------
Total Other Assets 4,316
---------
TOTAL ASSETS $ 54,641
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable 13,715
Sales tax payable 0
---------
Total Current Liabilities 13,715
Commitments and Contingencies (Note F):
NON-CURRENT LIABILITIES:
Loans from shareholders 139,731
---------
Total Non-current liabilities 139,731
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value --
Common stock, $0.001 par value 7,181
Additional paid-in capital 39,114
Accumulated deficit (145,100)
---------
Total Stockholders' Deficit (98,805)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 54,641
=========
</TABLE>
See accompanying notes and accountant's compilation report.
2
<PAGE> 20
CENTRE CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For The Five Month Period Ended February 28, 1999
<TABLE>
<S> <C>
REVENUE:
Sales $ 5,841
---------
Total Revenue 5,841
COST OF SALES:
Total Cost of Sales 1,965
---------
GROSS MARGIN: 3,876
OPERATING EXPENSES:
Amortization 387
Depreciation 542
General and administrative 14,408
Rent 4,370
---------
Total Operating Expenses 19,707
---------
NET LOSS: $ (15,831)
ACCUMULATED DEFICIT AT BEGINNING OF YEAR: (129,269)
---------
ACCUMULATED DEFICIT AT END OF YEAR: $(145,100)
=========
</TABLE>
See accompanying notes and accountant's compilation report.
3
<PAGE> 21
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1999
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 financial
statements. The financial statements and notes are representations of management
who is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
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 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.
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.
4
<PAGE> 22
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1999
NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED):
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> 23
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1999
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 Cost
-------------- ----
<S> <C> <C>
Computer and office equipment 5 years $ 1,883
Warehouse equipment 5 years 6,462
Leasehold improvements 3 years 11,618
-------
19,963
Less: accumulated depreciation (8,226)
-------
$11,737
=======
</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 period and accumulated amortization is $1,702.
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 period was
$163 and accumulated amortization amounted to $1,312.
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 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
non-current loans payable with balances in the amount of $139,731.
6
<PAGE> 24
CENTRE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1999
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 February 28, 1999.
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 shares issued and outstanding as of February 28, 1999.
NOTE I - INCOME TAXES:
The Company has net operating loss carryforwards of approximately $140,000 at
February 28, 1999 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> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. 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
</TABLE>
<PAGE> 1
EXHIBIT 3.1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 06 1988
FRANKIE SUE DEL PAPA SECRETARY OF STATE
/s/ FRANKIE SUE DEL PAPA
No. 7137-88
ARTICLES OF INCORPORATION
CENTRE CAPITAL CORPORATION
ARTICLE ONE
The Name of the Corporation is "CENTRE CAPITAL CORPORATION".
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is the transaction of any
and all lawful business for which a corporation may be incorporated under the
Nevada Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have authority to
issue is Fifty Million (50,000,000) common shares, with a par value of $.001
per share.
ARTICLE FIVE
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, of property actually received.
ARTICLE SIX
The address of its registered office is 1000 W. Bonanza, Las Vegas, Nevada
89106. The registered agent is Bob Royal.
ARTICLE SEVEN
The number of initial Directors is one (1). The names and address of each
Director is:
Bob Royal, 1000 W. Bonanza, Las Vegas, Nevada 89106
ARTICLE EIGHT
The name and address of each Incorporator is:
Bob Royal, 1000 W. Bonanza, Las Vegas, Nevada 89106
/s/ BOB ROYAL
Bob Royal
The above Incorporator personally appeared before me this date.
Sworn To on the 2nd day of September, 1988, By the above named Incorporator.
/s/ CONNIE J. WILSON
Notary Public in and for the State of Texas
My commission exp. 3-29-91
<PAGE> 1
EXHIBIT 3.2
CENTRE CAPITAL CORPORATION
BY-LAWS
ARTICLE I - STOCKHOLDERS
1. ANNUAL MEETING
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place on such
date, and such time as the Board of Directors shall each year fix, which date
shall be within thirteen months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.
2. SPECIAL MEETINGS
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors, or the chief executive officer and shall be held at such place, on
such date, and at such time as they or he shall fix.
3. NOTICE OF MEETINGS
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required by the General Corporation Law of
the State of Nevada or the Certificate of Incorporation).
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date, and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
4. QUORUM
At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
BY LAWS
12/22/95
<PAGE> 2
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.
5. ORGANIZATION
Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who is
present shall call to order any meeting of the stockholders and act as chairman
of the meeting. In the absence of the Secretary of the corporation, the
secretary of the meeting shall be such person as the chairman appoints.
6. CONDUCT OF BUSINESS
The chairman of any meeting of the stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
7. PROXIES AND VOTING
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law.
All voting, except on the election of directors, and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote, or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballots shall be counted by and inspector or inspectors appointed by the
chairman of the meeting.
All elections shall be determine by a plurality of the votes cast, and
except as otherwise required by law, all other matters
BY LAWS 2
12/22/95
<PAGE> 3
shall be determined by a majority of the votes cast.
8. STOCK LIST
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice od the
meeting, or if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
ARTICLE II - BOARD OF DIRECTORS
1. NUMBER AND TERM OF OFFICE
The number of directors who shall constitute the whole board shall be such
number not less than one nor more than twenty as the Board of Directors shall at
the time have designated. Each director shall be elected for a term of one year
and until his successor is elected and qualified, except as otherwise provided
herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies of the board which are being eliminated by the decrease.
2. VACANCIES
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
BY LAWS
12/22/95 3
<PAGE> 4
3. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by one-third of
the directors then in office or by the chief executive officer and shall be held
at such place, on such date, and at such time as they or he shall fix. Notice of
the place, date and time of each such special meeting shall be given each
director by whom it is not waived by mailing written notice not less than three
days before the meeting or by telegraphing the same not less than eighteen hours
before the meeting or by telefacsimile of the same not less than eighteen hours
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
5. QUORUM
At any meeting of the Board of Directors, one-third of the total number of
the whole board, but not less than one shall constitute a quorum for all
purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.
6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Telecommunications by
electronic mail or telefacsimile devices may be used to participate in a
meeting. Such participation shall constitute presence in person at such
meetings.
7. CONDUCT OF BUSINESS
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors; telecommunication by facsimile is
permitted.
BY LAWS
12/22/95 4
<PAGE> 5
8. POWERS
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or privileges on
such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(4) To remove any officer of the corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon
any other person for the time being;
(5) To confer upon any officer of the corporation the power to appoint,
remove and suspend subordinate officers and agents;
(6) To adopt from time to time such stock, option, stock purchase, home or
other compensation plans for directors, officers, and agents of the
corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers and agents of the corporation and
its subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not inconsistent with these
by-laws, for the management of the corporation's business and affairs.
ARTICLE III - COMMITTEES
1. COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors, by a vote of a majority of the whole board, may
from time to time designate committees of the board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the board and shall, for those committees and' any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee. Any
BY LAWS
12/22/95 5
<PAGE> 6
committee so designated may exercise the power and authority of the Board of
Directors to declare a dividend or to authorize the issuance of stock if the
resolution which designates the committee or a supplemental resolution of the
Board of Directors shall so provide. In the absence or disqualification of any
member of any committee and any alternate member in his place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote
appoint another member of the Board of Directors to act at the meeting in the
place of the absent or disqualified member.
2. CONDUCT OF BUSINESS
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third of the members shall constitute
a quorum unless the committee shall consist of one or two members, in which
event one member shall constitute a quorum; and all matters shall be determined
by a majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.
ARTICLE IV - OFFICERS
1. GENERALLY
The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary, a treasurer and such other subordinate officers
as may from time to time be appointed by the Board of Directors. Officers shall
be elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of stockholders. Each officer shall
hold his office until his successor is elected and qualified or until his
earlier resignation or removal. The President shall be a member of the Board of
Directors. Any number of offices may be held by the same person.
2. PRESIDENT
The President shall be the chief operating officer of the corporation.
Subject to the provisions of these by-laws and to the direction of the Board of
Directors, he shall have the responsibility for the general management and
control of the affairs and business of the corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall have
power to sign all stock certificates, contracts and other instruments of the
corporation
BY LAWS
12/22/95 6
<PAGE> 7
which are authorized. He shall have general supervision and direction of all of
the other officers and agents of the corporation.
3. VICE-PRESIDENTS
Each vice-president shall perform such duties as the Board of Directors
shall prescribe. In the absence or disability of the President, the
Vice-President who has served in such capacity for the longest time shall
perform the duties and exercise the powers of the President.
4. TREASURER
The Treasurer shall have the custody of all monies and securities of the
corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
5. SECRETARY
The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate books.
6. DELEGATION OF AUTHORITY
The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
hereof.
7. REMOVAL
Any officer of the corporation may be removed at any time, with or without
cause, by the Board of Directors.
8. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
Unless otherwise directed by the Board of Directors, the President shall
have the power to vote and otherwise act on behalf of the corporation, in person
or by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such other
corporation.
BY LAWS
12/22/95 7
<PAGE> 8
ARTICLE V - RIGHT OF INDEMNIFICATION OF
DIRECTORS, OFFICERS AND OTHERS
1. RIGHT TO INDEMNIFICATION
Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (proceeding), by reason of the fact that he or
she or a person for whom he or she is the legal representative is or was a
director or officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director or officer, employee or agent of
another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the Nevada General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent such amendment permits the
corporation to provide broader indemnification right than said law permitted the
corporation to provide prior to such amendment) against all expenses, liability
and loss (including attorneys, fees, judgments, fines ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith. Such right shall be a contract
right and shall include the right to be paid by the corporation expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that the payment of such expenses incurred by a director or
officer of the corporation in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of such proceeding,
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it
should be determined ultimately that such director or officer is not entitled to
be indemnified under this section or otherwise.
2. RIGHT OF CLAIMANT TO BRING SUIT
If a claim under 1. is not paid in full by the corporation within 90 days
after a written claim has been received by the corporation, the claimant may at
any time thereafter bring suit against the corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it permissible
BY LAWS
12/22/95 8
<PAGE> 9
under the Nevada General Corporation Law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law,
nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders that the claimant had
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant had not met the applicable standard of
conduct.
3. NON-EXCLUSIVITY OF RIGHTS
The right conferred by 1. and 2. shall not be exclusive of any other right
which such person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
4. INSURANCE
The corporation may maintain insurance, at its expense, to protect itself
and any such director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under the
Nevada General Corporation Law.
ARTICLE VI - STOCK
1. CERTIFICATES OF STOCK
Each stockholder shall be entitled to a certificate signed by, or in the
name of the corporation by, the president or a vice president, and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
certifying the number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile.
2. TRANSFER OF STOCK
Transfer of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with 4. of Article VI of these by-laws, and
outstanding certificate for the number of shares involved shall be surrendered
for
BY LAWS
12/22/95 9
<PAGE> 10
cancellation before a new certificate is issued therefor.
3. RECORD DATE
The Board of Directors may fix a record date, which shall not be more that
60 nor less than 10 days before the date of any meeting of stockholders, nor
more than 60 days prior to time for the other action hereinafter described, as
of which there shall be determined the stockholders who are entitled: to notice
of or to vote at any meeting of stockholders or any adjournment thereof; to
express consent to corporate action in writing without a meeting; to receive
payment of any dividend or other distribution or allotment of any rights; or to
exercise any rights with respect to Any change, conversion or exchange of stock
or with respect to any other lawful action.
4. LOST, STOLEN OR DESTROYED CERTIFICATES
In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
5. REGULATIONS
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VII - NOTICES
1. NOTICES
Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a post, in a postpaid, sealed
wrapper, or by dispatching a prepaid telegram, addressed to such stockholder,
director, officer, or agent at his or her address as the same appears on the
books of the corporation. The time when such notice is dispatched shall be the
time of the giving of the notice.
2. WAIVERS
A written waiver of any notice, signed by a stockholder, director, officer,
or agent, whether before or after the time of the event for which notice is to
be given, shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer, or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.
BY LAWS
12/22/95 10
<PAGE> 11
ARTICLE VIII - MISCELLANEOUS
1. FACSIMILE SIGNATURE
In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these by-laws, facsimile signatures of any officer or
officers of the corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
2. CORPORATE SEAL
The Board of Directors may provide a suitable seal, containing the name of
the corporation, which seal shall be in charge of the Secretary. If and when so
directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or by the assistant secretary or
assistant treasurer.
3. RELIANCE UPON BOOKS, REPORTS, AND RECORDS
Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation, including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
5. TIME PERIODS
In applying any provision of these by-laws which requires that an act be
done or not done a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded, and the day of
the event shall be included.
ARTICLE IX - AMENDMENTS
These by-laws may be amended or repealed by the Board of Directors at any
meeting or by the stockholders at any meeting.
BY LAWS
12/22/95 11
<PAGE> 1
EXHIBIT 10.1
RIVERBEND PROPERTIES
AMENDMENT TO LEASE AGREEMENT
STATE OF Texas :
COUNTY OF Tarrant :
THIS AGREEMENT, made and entered into between Trinity Business Group herein
designated as Landlord, and Centre Capital Corporation, Inc. herein designated
as Tenant:
WHEREAS, Landlord and Tenant entered into a certain lease agreement, herein
referred to as the Lease, dated March 26, 1996 wherein Landlord has leased to
Tenant 3,000 rentable square feet at 7642 Pebble Drive, Building 27 herein
designated as the Premises; and whereas, Landlord and Tenant desire to amend the
Lease:
NOW THEREFORE, in consideration of the premises and the mutual benefits to
accrue to each of the parties hereunder, it is hereby agreed as follows:
1. This Amendment shall be effective beginning October 1, 1997 and the term
shall extend until September 1, 1999.
2. This monthly rent shall be: Year 1 $1,060.00 per month
Year 2 $1,110.00 per month
3. Tenant will build out extra office space at Tenant's sole cost and expense.
Landlord, at Landlord's sole cost and expense, will insure that HVAC will
adequately cool the new space.
4. All terms and provisions of the Lease shall remain in full force and effect
as originally set forth therein.
5. The original Lease Agreement between the Landlord and Tenant was duly
assigned to Riverbend Properties, a Hawaii General Partnership.
WITNESS, the signature of the parties hereto this 9th day of September, 1997.
TENANT: Centre Capital Corporation, Inc. LANDLORD: Riverbend Properties, a
Hawaii General Partnership
By: CENTRE CAPITAL CORPORATION By: Riverbend Properties
------------------------------ -----------------------------
By: /s/ EVERETT SPARKS By: /s/ NORMAN M. KRONICK
------------------------------ -----------------------------
Title: President - Everett Sparks Norman M. Kronick
Norman M. Kronick 1981
Revocable Trust
Title: General Partner
