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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): JULY 3, 2000
CENTRE CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
STATE OF NEVADA
(State or Other Jurisdiction of Incorporation)
000-25845 87-0385103
(Commission File No.) (I.R.S. Employer Identification No.)
2619 GRAVEL STREET
FORT WORTH, TEXAS 76118
(Address of Principal Executive Offices)
(817) 595-0919
(Registrant's Telephone Number, Including Area Code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information. The pro forma financial
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information required by Regulation S-X is attached hereto.
The Registrant believes that this report contains forward-looking
statements, including statements regarding, among other items, its future plans
and growth strategies and anticipated trends in the industry in which it
operates. These forward-looking statements are based largely on the
Registrant's expectations and are subject to a number of risks and
uncertainties, many of which are beyond its control. Actual results could
differ materially from these forward-looking statements as a result of the
factors described in this report, including, among others, regulatory or
economic influences. In light of these risks and uncertainties, the
forward-looking information contained in this report may not transpire or prove
to be accurate. The inclusion of that information should not be regarded as a
representation by the Registrant or any other person that its objectives and
plans will be achieved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRE CAPITAL CORPORATION
Date: July 20, 2000 By /s/ Karl F. Jacobs
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Karl F. Jacobs, Chairman
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<TABLE>
<CAPTION>
CENTRE CAPITAL CORPORATION
Condensed Balance Sheet
(unaudited) Forecast
Forecast
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<S> <C>
Current Assets 13,133,188
Property 593,509
Other Assets 11,307,843
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Total Assets $25,034,540
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Current Liabilities 567,892
Common Stock 17,903
Additional Paid in Capital 12,298,167
Retained earnings 12,150,578
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Total Liabilities and
Stockholders Capital $25,034,540
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Condensed Statement of Operations
For the year ended June 30, 2001
(unaudited)
Forecast
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Revenue $41,588,809
Cost of Sales 18,777,574
Operating Expenses 1,486,966
Other expenses 16,000
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Net Income before tax 21,326,269
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Provision for income tax 8,559,133
Net Income after tax $12,767,136
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Weighted average shares 17,902,756
Earnings per share $ .71
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CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
June 30, 2001 (Forecast)
NOTE A - UNAUDITED CONDENSED FINANCIAL STATEMENTS:
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The accompanying condensed financial statements were prepared by management
without audit. These financial statements have not been examined by independent
public accountants. These financials statements should be read in conjunction
with the Form 10-KSB for the initial eight months ended September 30, 1999.
NOTE B - SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS:
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This financial forecast presents, to the best of management's knowledge and
belief, the Company's expected financial position, results of operations, and
cash flows for the forecast period. Accordingly, the forecast reflects
management's judgment as of July 17, 2000, the date of this forecast, of the
expected conditions and its expected course of action. The assumptions
disclosed herein are those that management believes are significant to the
forecast. There will usually be differences between the forecasted and actual
results, because events and circumstances frequently do not occur as expected,
and those differences may be material.
Other Assets:
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The zeolite purchase asset was recorded at the contract amount per the Zeolite
Purchase Agreement as an other asset in the amount of $11,307,428. The common
stock and additional paid in capital were increased accordingly due to stock
being issued as consideration. The number of newly issued shares of the
Company's $.001 par value common stock is 1,000,000 shares.
Sales:
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Management developed the gross sales forecast by listing forecasted unit sales
for each product or group of products. Zeolite sales are forecast for the year
at $1,728,000. Revenues from the royalty agreements are forecast for the year
at $4,230,751. Forecast sales from existing product lines are for $3,097,529
for the year. Other existing product sales were forecast in the amount of
$36,159,750 for the 12 months ended June 30, 2001 due to increased promotional
and advertising efforts plus endorsements. Some product sales for the forecast
year are forecast at 150 times over the first eight months ended September 30,
1999.
Royalties:
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Royalty revenue was based on fixed percentages in accordance with the royalty
contracts and forecasted sales for products and services. One royalty contract
agreement calls for the Company to receive 7.5 percent of gross sales from a
network of chiropractors and doctors. Revenue from this contract is estimated at
$3,131,851.
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The second royalty contract agreement is with Benex Group, Ltd. and calls for
the Company to receive 5 percent of gross sales of health plans and products.
Revenue from this contract is estimated at $1,099,100 for the forecast year
ending June 30, 2001.
Cost of Sales:
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Commissions are forecast as a function of sales, using historical and
anticipated factors ranging from 20% to 50% for the year ending June 30, 2001.
Commissions for the sale of products are estimated at $8,780,715 for the
forecast year. Commissions for the sale of zeolite is estimated at $465,000 for
the forecast year. Other cost of sales forecast such as inventory are forecast
at factors from 10% to 22% of sales and are estimated at $9,519,441 for the
forecast year.
Advertising:
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Assumptions for advertising expense for the forecast year were computed at
$550,000 and were based on proposed contracts to produce and broadcast
infomercials for both a flat fee and percentage of sale fee arrangements.
General and Administrative
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Other operating expenses including administrative expenses are based on prior
experience of the Company adjusted for anticipated increases to volume and other
business activity and are forecast at $900,000 for the year ending June 30,
2001.
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CENTRE CAPITAL CORPORATION
PRO FORMA FINANCIAL STATEMENTS
(unaudited)
The Registrant's unaudited pro forma financial statements give effect to the
acquisition of 58,285.71 tons of zeolite minerals and two royalty agreements, as
if these transactions had occurred, for balance sheet purposes, on March 31,
2000 and, for statement of operations purposes, on October 1, 1999. These
unaudited pro forma financial statements should be read in conjunction with the
Registrant's financial statements and notes thereto appearing in the Form
10-KSB. The pro forma information is not necessarily indicative of the results
that would have been reported had such events actually occurred on the dates
specified, nor is it indicative of the Registrant's future results.
Condensed Pro forma Balance Sheet
(unaudited)
March 31, 2000
Historical Adjustments Pro Forma
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Current Assets 66,962 50,000 116,962
Property 593,509 -0- 593,509
Other Assets 415 11,307,428 11,307,843
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Total Assets $660,886 $11,357,428 $12,018,314
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Current Liabilities 1,440,175 (958,626) 481,549
Common Stock 10,042 1,000 11,042
Additional Paid in Capital 170,391 11,306,428 11,476,819
(Accumulated deficit)
Retained Earnings (959,722) 1,008,626 48,904
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Total Liabilities and
Stockholders' Equity $660,886 $11,357,428 $12,018,314
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Condensed Pro forma Statement of Operations
(unaudited)
Six Months ended March 31, 2000
Historical Adjustments Pro Forma
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Revenue $ 221,662 $1,234,149 $ 1,455,811
Cost of Sales 175,287 75,000 250,287
Operating Expenses 373,539 136,707 510,246
Other expenses 16,000 -0- 16,000
Net Income (Loss) before tax (343,164) 1,022,442 679,278
Provision for income tax -0- 13,816 13,816
Net Income (Loss) after tax (343,164) 1,008,626 665,462
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Weighted average shares 10,042,052 1,000,000 11,042,052
Earnings(loss) per share ($.03) $.09 $.06
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CENTRE CAPITAL CORPORATION
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(unaudited)
Note A - Nature of Acquisition:
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The Registrant acquired 58,285.71 tons of paid up zeolite from Equitable Assets
Incorporated, a Belize corporation. This acquisition was valued at $11,307,428
pursuant to a Zeolite Purchase Agreement. The consideration paid by the
Registrant for the zeolite was 1,000,000 shares of the Registrant's restricted
common stock with a par value of $0.001 per share.
Note B - Adjustments for acquisition of zeolite:
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Balance Sheet:
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The zeolite is classified as an other asset in the amount of $11,307,428. There
is a corresponding amount representing the issuance of the Registrant's
restricted common stock and additional paid in capital. Proceeds from the
entire operation is used to reduce current liabilities in the amount of $958,626
and increase in current assets of $50,000.
Statement of Operations:
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There is an assumption of increased sales in the amount of $500,000 for zeolite
sales and $734,149 for royalty revenues for the six months ended March 31, 2000.
Related cost of sales in the amount of $75,000 and administrative expenses in
the amount of $136,707 have resulted in an increased net income before tax in
the amount of $1,022,442.
Note C - License delivery and royalty agreement:
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The Registrant entered into license and royalty agreement with a network of
physicians and chiropractors for Arthritis Relief Plus, a patented arthritis
treatment. The agreement calls for a 7 % royalty of gross sales of product
sold by the members of the network to be paid to the Registrant.
Note D - Adjustments for proceeds from royalty:
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Statement of Operations:
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Royalty income in the amount of 734,149 is adjusted for the six month period
ended March 31, 2000 and related administrative expenses in the amount of
$37,000.
Note E - Royalty Interest:
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The Registrant acquired a 5 percent interest in the gross revenues of Benex
Group, Ltd. of Houston Texas. Benex Group, Ltd is a health benefit and products
consolidation.
Note F - Income Tax:
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Income tax has been calculated based on the actual historical loss of $343,164
and a loss carryforward in the amount of $616,558 offset by current year
earnings.
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