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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended June 30, 2000
Commission File No. ___________
CENTRE CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 87-0385103
State of Incorporation (I.R.S. Employer Identification Number)
2619 Gravel Drive, Ft. Worth, Texas 76118
(Address of Principal Executive Offices-zip code)
(817) 595-0919
(Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (10 has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes X No (2) Yes X No
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As of August 1, 2000, Registrant had outstanding 16,902,106 shares of
Common Stock.
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CENTRE CAPITAL CORPORATION
FORM 10-QSB
QUARTER ENDED JUNE 30, 2000
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INDEX
PART I FINANCIAL INFORMATION
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Item 1 Financial Information
Condensed Balance Sheets as of June 30, 2000 and September 30, 1999
Condensed Statement of Operations for the quarter ended June 30, 2000
Condensed Statement of Operations for the nine months ended June 30, 2000
Condensed Statement of Cash Flows for the nine months ended June 30, 2000
Notes to Condensed Financial Statements
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to Vote of Security Holders
Item 5 Other Information
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ITEM 1. FINANCIAL STATEMENTS
CENTRE CAPITAL CORPORATION
CONDENSED BALANCE SHEET
(UNAUDITED)
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June 30 September 30
ASSETS 2000 1999
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Current assets:
Inventory $ 66,132 $ 141,381
Deposits 830 830
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Total current assets 66,962 142,211
Property & equipment (net) 588,568 598,525
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Other assets 325 707
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TOTAL ASSETS $ 655,855 $ 741,443
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Bank overdraft $ 36,421 $ 57,302
Notes payable 1,354,673 400,000
Loans from officers 129,450 159,500
Other current liabilities 11,608 560,766
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Total current liabilities 1,532,152 1,177,568
Stockholders' deficit:
Common stock, $0.001 par value
50,000,000 shares authorized;
10,042,052 issued and outstanding 10,042 10,042
Additional paid in capital 170,391 170,391
Accumulated deficit (1,056,730) (616,558)
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Total stockholders' deficit (876,297) (436,125)
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TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 655,855 $ 741,443
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See notes to condensed financial statements.
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CENTRE CAPITAL CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Quarter Ended June 30, 2000
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Sales - net of returns & allowances $ 97,690
Cost of sales 54,423
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Gross margin 43,267
Operating expenses
General and administrative 132,272
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Total operating expenses 132,272
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Interest expense 8,003
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Loss before income tax $ (97,008)
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Provision for income taxes --
Net loss $ (97,008)
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Loss per share ($0.01)
Weighted average shares outstanding 10,042,052
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See notes to condensed financial statements.
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CENTRE CAPITAL CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Nine Months Ended June 30, 2000
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Sales - net of returns & allowances $ 319,352
Cost of sales 229,710
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Gross margin 89,642
Operating expenses
Leased employees 179,901
General and administrative 325,910
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Total operating expenses 505,811
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Interest expense 24,003
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Loss before income tax $ (440,172)
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Provision for income taxes --
Net loss $ (440,172)
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Loss per share ($0.04)
Weighted average shares outstanding 10,042,052
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See notes to condensed financial statements.
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CENTRE CAPITAL CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended June 30, 2000
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Cash flows from operating activities:
Net loss (440,172)
Adjustments to reconcile net loss to
Net cash used by operating activities
Depreciation and amortization 15,092
Changes in working capital:
Decrease in inventory 75,249
Decrease in accounts payables (100,000)
Decrease in other current liabilities (449,158)
Total cash used by operating activities (898,989)
Cash flows from investing activities:
Purchase equipment (4,864)
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Total cash used by investing activities (4,864)
Cash flows from financing activities:
Repayment of loan from officers (80,000)
Proceeds from loan from officer 49,950
Proceeds from notes payable 954,784
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Net cash provided by financing activities 924,734
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Net increase in cash 20,881
Cash overdraft at beginning of the period (57,302)
Cash overdraft at end of the period $ (36,421)
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See notes to condensed financial statements.
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CENTRE CAPITAL CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE A - UNAUDITED CONDENSED FINANCIAL STATEMENTS:
The accompanying condensed financial statements were prepared by management
without audit or review. These financial statements have not been examined by
independent public accountants. Management believes that these financial
statements present fairly, in all material respects, the information set forth
therein. However, certain disclosures required by generally accepted accounting
principles have been omitted or condensed. These financials statements should be
read in conjunction with the Form 10-KSB for the initial eight months ended
September 30, 1999.
NOTE B - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
History:
The Company was organized February 1, 1999, as a Nevada corporation named Vista
InterNatural Products 1, Inc. ("VIP"). Effective June 1, 1999 VIP merged with
Centre Capital Corporation ("Centre"), ("the Merger").
Centre was incorporated in Nevada on September 6, 1988 for the purpose of
exchanging stock with Burke Oil Company ("Burke"), a Utah corporation. Centre
acquired the controlling block (in excess of 60%) of the stock of Burke. Centre
was dormant at that time, and never activated or operated Burke. Centre's
charter was allowed to be forfeited in May, 1991 for non payment of Utah
franchise taxes.
In January, 1996 Centre issued 500,000 shares of its common stock for all of the
outstanding shares of KFA, Inc. ("KFA"). KFA marketed a non-toxic insecticide
designed primarily for the extermination of fire ants. Centre sold all of its
shares of KFA to a shareholder of Centre in May, 1999.
In connection with the Merger, Centre effected a one for three reverse stock
split its common shares. Centre then issued one share for every two shares of
VIP common stock to the shareholders of VIP in exchange for 100% of the
outstanding shares of VIP.
The Merger, a purchase under Accounting Principles Board Opinion 16, has been
accounted for as a reverse merger with VIP being the acquirer. Therefore, VIP's
historical financial statements are now the Company's historical financial
statements.
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.
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Revenue Recognition:
Revenue is recognized when payment is received and product is shipped. Sales are
reported net of returns and allowances.
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.
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.
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NOTE B - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED):
Property:
Property is stated 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. Depreciation is
computed by the straight line method over the following estimated useful lives.
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Buildings .............. 40 years
Office furniture........ 7 years
Equipment .............. 5 years
Software ............... 3 years
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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 period.
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 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 C - CONCENTRATIONS:
Product warranty: The Company offers a money back guarantee on all products sold
for a period of one year. During the nine months ended June 30, 2000 recorded
$8,556 in returned products.
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NOTE D - 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 E - PROPERTY:
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Property consists of the following:
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Land........................................ 130,000
Building.................................... 420,000
Office furniture............................ 10,634
Equipment................................... 45,103
Software.................................... 3,189
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608,926
Less accumulated depreciation............... 20,358
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Total................................ $588,568
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Depreciation for the nine months ended June 30, 2000 amounted to $14,822.
Land and Building:
In August, 1999 the registrant purchased land and 2 buildings located in Duncan,
Oklahoma to be used as an office and distribution and storage facility. $50,000
was paid down at closing. The registrant also incurred a payable in the amount
of $100,000 for ninety days bearing no interest. The balance of $400,000 is
included in notes payable. This note bears interest at 8% per annum and is due
August 20, 2000.
NOTE F - OTHER ASSETS:
Organization Costs:
Organization costs in the amount of $1,957 are amortized over sixty months using
the straight-line method. Amortization expenses amounted to $270 during the nine
months ended June 30, 2000 and the total accumulated amortization at June 30,
2000 is $1,632.
NOTE G - RELATED PARTY TRANSACTIONS:
Certain shareholders of the Company have advanced cash to the Company and also
paid expenses and acquired equipment on the Company's behalf. These advances are
included in notes payable and total $1,104,123.
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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 June 30, 2000.
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 10,042,052 shares issued and outstanding as of June 30, 2000.
The Registrant has not paid a dividend to its stockholders.
NOTE I-LEASED EMPLOYEES:
The Registrant uses a third party to employee all personnel including one
officer of the Registrant. This third party leases the personnel to the
Registrant for a premium of approximately 15% of gross wages paid.
NOTE J- INCOME TAXES:
The Company has net operating loss carryforwards of approximately $700,000 at
June 30, 2000 that is available to offset future income tax liability.
Approximately $137,000 is net operating losses acquired as a result of the
merger. No deferred tax asset has been recognized for the operating loss
carryforward as any valuation allowance would reduce the benefit to zero. These
losses begin to expire in 2009.
NOTE K - SUBSEQUENT EVENTS:
In July, 2000 the Company entered into an agreement to purchase 58,285 tons of
zeolite in exchange for 1,000,000 shares of its restricted common stock. Zeolite
is a mineral with many commercial uses. The Company plans to sell this zeolite
both at the wholesale and retail level.
The Company entered into a licensing agreement whereby it will receive a 7 1/2%
royalty from the sale of an arthritis remedy that will be sold through a network
of physicians and chiropractors.
The Company entered into a royalty agreement with Benex Group, Ltd. This
agreement will entitle the Company to 5% of the gross revenues of Benex.
During the fourth quarter the Company began an aggressive marketing campaign to
market its arthritis relief formula. This marketing effort will include
infomercials produced for nation wide television and cable stations.
In the fourth quarter the Company issued 6,060,054 shares of its common stock to
retire approximately $900,000 of current debt.
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ITEM 2. MANAGEMENT'S DISCUSSION AMD ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Registrant formed its corporation on February 1, 1999. It had acquired
most of the assets from an existing Oklahoma corporation and has continued to do
business as Vista InterNatural Products 1, Inc. Management has considerable
knowledge and experience in the area of multi-level marketing of nutritional
supplements and body care products.
PRODUCTS:
The Registrant currently offers a full line of leading edge nutritional
supplements, personal care, home and auto, and pest control products of the
highest quality. Several of these products are of a proprietary nature and are
manufactured exclusively for the Registrant. The Registrant is continually
seeking new leading edge products to add to its already successful product line.
The Registrant directly contracts with independent manufacturers to produce its
products in accordance with highest quality standards attainable. There are
several qualified manufacturers available to the Registrant to produce and
package the products sold. All dietary and nutritional supplements are produced
in licensed pharmaceutical laboratories for maximum quality control.
The Registrant is also developing supplier relationships that will give
first priority for its packaging in order to supply quality packaging in short
notice situations. This feature will greatly benefit the Registrant as it
increases inventory to match its anticipated rapid growth.
Several of the key ingredients are kept on hand to avoid costly supply
delays.
The Registrant anticipates its inventory requirements on a ninety day
forward requirement. The Registrant also carries a substantial quantity of
preprinted packaging products to avoid unnecessary delays.
Registrant incurred a loss in the amount of $440,172 for the nine month
period ended June 30, 2000. These losses were anticipated as the Registrant
demanded that the level of quality and service be maintained at a high standard
experienced by management. Cost of sales in the amount of $229,710 comprised of
product purchases, commissions, contract labor, and freight was approximately
72% of sales for the nine months. Operating expenses such as leased employees
and general and administrative expenses amounted to $476,195 for the nine
months. As sales increase with expansion the operating expenses should increase
only slightly and place the registrant in a profitable position.
Revenue:
Revenue is from the sale of nutritional supplements and body care
products sold through its network of distributors. The company also receives
additional income through a referral arrangement that it has developed.
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Cost of sales:
For the nine months ended June 30, 2000, cost of sales totaling
$229,710 consisted of the following:
Purchases and inventory sold 82,542
Commissions and contract labor 133,280
Freight 13,888
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Total 229,710
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Operating expenses:
Operating expenses totaling $476,195 for the nine months consisted of
the following:
Lease employees 179,901
General and administrative 296,294
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Total 476,195
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Liquidity and Capital Resources:
The registrant has financed its operations since inceptions by cash
advances by several individuals.
MARKET ANALYSIS:
The Registrant sells products that are in high demand by the general
public. The market for these and similar products grows by 50,000 people per
week in the United States. The Registrant competes with other products and
providers with quality, service, price, and guarantees. The Registrant has
numerous experts throughout the industry seeking quality leading edge products
to promote through its network of trained distributors.
A Look to the Future:
The Registrant has relied on financing from certain individuals to fund
its operations and acquisition of property. There are also financial commitments
from these and other individuals who believe very strongly in the dynamic future
growth of the company. Management believes that it can issue new shares of
common stock to retire all major debt.
The products are priced reasonably to the consumer and provide the company with
a very favorable profit margin. Many of the Registrant's products are listed
with the FDA and directly compete with health care products that cost many times
the price of ours and ours are often found to provide better results.
The Registrant is looking for quality distributors to market its
products and hopes to substantially increase its distributor base within one
year. The registrant is currently
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distributing products in 34 states through its distributor base and also sells
products internationally trough its website.
During the second quarter the Registrant initiated an incentive program
that allows any distributor to earn new vehicles and other prizes by recruiting
other distributors and attaining certain sales goals. This incentive program is
titled the Wheel Deal and is expected to expand the operations of the Registrant
considerably.
During the fourth quarter the Registrant will issue approximately
6,000,000 shares of its common stock to pay outstanding current debt in the
amount of approximately $900,000.
Also during the fourth quarter the Registrant negotiated an agreement
whereby it will issue 1,000, 000 shares if its common stock for approximately
58,000 tons of zeolite. Zeolite is a mineral that is used in several of the
Registrants products and is used in many other commercial applications. Zeolite
can be sold by the Registrant both on the wholesale and retail level.
ITEM 3. LEGAL PROCEEDINGS
No legal proceedings are pending by or against Registrant or their directors,
officers or affiliates, and to Registrant's knowledge no such legal proceedings
are threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
No current matters are pending that would require it to be submitted to the
stockholders for a vote.
ITEM 5. OTHER INFORMATION
None
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this Form 10QSB to be signed on its behalf by the undersigned
hereunto duly authorized, this 9th day of August, 2000. Centre Capital
Corporation.
/s/ CATHERINE JACOBS By: /s/ KARL JACOBS
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Catherine Jacobs/ Karl Jacobs
Chief Financial Officer Chairman of the Board
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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Exhibit 27 Financial Data Schedule
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