UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 4, 2000
(Date of Earliest Event Reported): ______________
CENTRE CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 000 - 25845 87-0385103
(state or other (Commission File (I.R.S. Employer
jurisdiction of Number) identification No.)
incorporation)
2629 Gravel Drive
Fort Worth, Texas 76118
(Address of Principal Executive Offices)(Zip Code)
(817) 284-5365
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 21, 2000, the Registrant announced that it had entered into a
license delivery and royalty agreement for the Arthritis Relief Plus
treatment product ("Chiro-Partners Royalty") with Chiro-Partners, Ltd. I, a
network of physicians and chiropractors. The Chiro-Partners Royalty was
acquired without consideration from Sundial Marketing Group, Inc. ("SMG").
SMG was not compensated for the transfer. Registrant has determined that
the Chiro-Partners Royalty has no financial value to the Company either as
an asset or revenue source and effective December 6, 2000 has entered into
a Rescission Agreement with SMG canceling the assignment of the
Chiro-Partners Royalty to Registrant. This represents a complete
disposition of all of Registrant's interest in the Chiro-Partners Royalty.
On June 29, 2000, the Registrant announced that it had acquired a five
percent royalty interest in the gross revenues of Benex Group, Inc. of
Houston, Texas ("Benex Royalty"). Benex Group, Inc. is a health benefits
and product consolidation company. The Benex Royalty was acquired without
consideration from Sundial Marketing Group, Inc. ("SMG"). SMG was not
compensated for the transfer. Registrant has determined that the Benex
Royalty has no financial value to the Company either as an asset or revenue
source and effective December 6, 2000 has entered into a Rescission
Agreement with SMG canceling the assignment of the Benex Royalty to
Registrant. This represents a complete disposition of all of Registrant's
interest in the Benex Royalty.
ITEM 3. BANKRUPTCY OR RECEIVABLE.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Mark L. Cleland, Certified Public Accountant, of Dallas, Texas,
audited the financial statements of the Registrant from inception
February 1, 1999 to the fiscal year ended September 30, 1999(which
accompanied its Form 10-KSB Annual Report for the fiscal year ended
September 30, 1999, filed with the Securities and Exchange Commission
on or about December 29, 1999). The Company decided not to retain Mark
L. Cleland to audit the Company's financial statements for the fiscal
year ended September 30, 2000 and thereafter upon the recommendation
of Mr. Cleland that he was understaffed to handle Registrant's audits
and that the Registrant should select a larger audit firm. The
decision to accept Mr. Cleland's recommendation and change accountants
was made by the Board of Directors.
(b) On December 4, 2000, Registrant engaged the accounting firm of Turner,
Stone & Company, Dallas, Texas as independent accountants for
Registrant for the fiscal year ending September 30, 2000.
(c) There were no disagreements between the Registrant and Mark L.
Cleland, whether resolved or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved, would have caused him to
make reference to the subject matter of the disagreement in connection
with his respective reports.
-2-
<PAGE>
(d) Mark L. Cleland's report on the financial statements from inception
February 1, 1999 to the fiscal year ended September 30, 1999 contained
no adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
(e) During the Registrant's 1999 fiscal year, and since then, neither Mark
L. Cleland nor Turner, Stone & Company has advised the Registrant that
any of the following exist or are applicable:
(1) That the internal controls necessary for the Company to develop
reliable financial statements do not exist, that information has
come to their attention that has led them to no longer be able to
rely on management's representations, or that has made them
unwilling to be associated with the financial statements prepared
by management;
(2) That the Registrant needs to expand significantly the scope of
its audit, or that information has come to their attention that
if further investigated may materially impact the fairness or
reliability of a previously issued audit report or the underlying
financial statements or any other financial presentation, or
cause them to be unwilling to rely on management's
representations or be associated with the Registrant's financial
statements for the foregoing reasons or any other reason; or
(3) That they have advised the Registrant that information has come
to their attention that they have concluded materially impacts
the fairness or reliability of either a previously issued audit
report or the underlying financial statements for the foregoing
reasons or any other reason.
During the Registrant's 1999 fiscal year, and since then, the
Registrant has not consulted Turner, Stone & Company regarding the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might
be rendered on the Registrant's financial statements or any other
financial presentation whatsoever.
(e) Registrant has provided Mark L. Cleland with a copy of the disclosure
provided under this caption of this Report, and has advised him to
provide the Registrant with a letter addressed to the Securities and
Exchange Commission as to whether he agrees or disagrees with the
disclosures made herein. A copy of his response is attached hereto and
incorporated herein by this reference.
ITEM 5. OTHER EVENTS.
The Company and American Absorbents Natural Products, Inc.("American
Absorbents") have abandoned negotiations to restructure the definitive
terms under which the Company had agreed to acquire American Absorbents.
The Company and American Absorbents had previously announced an Agreement
and Plan of Reorganization ("Agreement") dated August 8, 2000 under which
American Absorbents would become a wholly owned subsidiary of the Company.
On November 8, 2000, the Company issued a press release announcing that it
was engaged in discussions with American Absorbents for the purpose of
restructuring the definitive terms of the Agreement. The parties were
unable to renegotiate mutually satisfactory terms of the Agreement and
therefore the transaction has been abandoned by both parties.
-3-
<PAGE>
ITEM 6. RESIGNATIONS OF THE REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
10.1 Rescission Agreement between Registrant and Chiro-Partners, Ltd.
I effective December 6, 2000 with respect to the cancellation of
the assignment of Chiro-Partners Royalty to Registrant.
10.2 Rescission Agreement between Registrant and Benex Group, Inc.
effective December 6, 2000 with respect to the cancellation of
the assignment of Benex Royalty to Registrant.
16.1 Letter from Mark L. Cleland, former accountant, on change in
certifying accountant
16.2 Letter from Turner, Stone & Company, new accountants, on change
in certifying accountant
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
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
Dated: January 2, 2001 BY: /S/ Karl Jacobs
KARL JACOBS, CEO
-4-
<PAGE>
