U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
CENTROCOM CORP.
(Exact name of registrant as specified in its charter)
NEVADA 86-0869570
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1980 Post Oak Boulevard, Suite 2140, Houston, Texas 77506
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(Address of registrant's principal executive offices) (Zip Code)
713.622.4200
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(Registrant's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered: Each Class is to be Registered:
-------------------- -------------------------------
None None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $.0005
- ------------------------------
(Title of Class)
Copies to:
Thomas E. Stepp, Jr.
Stepp & Beauchamp, LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile: 949.660.9010
Page 1 of 4
Exhibit Index is specified on Page 3
<PAGE>
Centrocom Corp.,
a Nevada corporation
Index to Amendment No. 1 to Registration Statement on Form 10-SB
Item Number and Caption Page
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PART F/S
Financial Statements F-1 through F-6
Signatures 4
2
<PAGE>
PART F/S
Copies of the financial statements specified in Regulation 228.310 (Item 310)
are filed with this Registration Statement, Form 10-SB.
(a) Index to Financial Statements. Page
- ----------------------------------- ----
1 Unaudited Consolidated Balance Sheet
as at September 30, 1999 F-1
2 Unaudited Consolidated Statement of Loss
for Nine Months Ending September 30, 1999 F-2
3 Unaudited Consolidated Statement of Cash Flows
for Nine Months Ending September 30, 1999 F-3
4 Unaudited Consolidated Statement of Changes
in Stockholders' Equity for Nine Months Ending
September 30, 1999 F-4
5 Notes to Unaudited Consolidated Financial Statements F-5 through F-6
3
<PAGE>
SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Amendment No. 1 to Registration
Statement on Form 10-SB to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, Texas, on December 8, 1999.
Centrocom Corp.,
a Nevada corporation
By: /s/ David Smith
--------------------------
David Smith
Its: President
4
<PAGE>
CENTROCOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED -- PREPARED BY MANAGEMENT)
September 30, 1999
ASSETS
CURRENT ASSETS
Cash $ 147,442
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Total Current Assets 147,442
OTHER ASSETS
Software License 400,000
Total Other Assets 400,000
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TOTAL ASSETS $ 547,442
=========
LIABILITIES AND CAPITAL
CURRENT LIABILITIES
Notes Payable $ 800,000
Accrued Interest Notes Payable 20,745
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Total current Liabilities 820,745
CAPITAL
Common Stock 3,551
Additional Paid-In Capital 4,788,398
Cumulative Translation Adjustment (25,084)
Retained Earnings (4,736,875)
Net Income (303,293)
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Total Capital (273,303)
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TOTAL LIABILITIES AND CAPITAL $ 547,442
=========
F-1
<PAGE>
CENTROCOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF LOSS
(UNAUDITED -- PREPARED BY MANAGEMENT)
FOR THE MONTHS ENDING SEPTEMBER 30, 1999
Year to Date
REVENUES
Interest Income $ 231
---------
TOTAL REVENUES $ 231
---------
EXPENSES
Bank Charges 865
Interest 20,745
Legal and Accounting 234,806
Travel Expense 45,364
Transfer Agent Fees 1,744
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TOTAL EXPENSES 303,524
---------
NET INCOME $(303,293)
=========
EARNINGS PER SHARE $ (0.0245)
F-2
<PAGE>
CENTROCOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED -- PREPARED BY MANAGEMENT)
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1999
Year to Date
CASH FROM OPERATING ACTIVITIES
Net Loss $(303,293)
Net Changes To:
Accrued Interest 20,745
---------
Net Cash Used In Operating Activities $(282,548)
---------
CASH OUTFLOWS FROM INVESTING ACTIVITIES
---------
Purchase of Assets $ 400,000
---------
CASH INFLOWS FROM FINANCING ACTIVITIES
Notes Payable 800,000
Proceeds From Additional Paid In Capital 29,990
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$ 829,990
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NET CHANGE TO CASH $ 147,442
=========
F-3
<PAGE>
CENTROCOM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED -- PREPARED BY MANAGEMENT)
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Common Additional Accumulated Cumulative Total Stock-
Stock Paid-In Capital Deficit Translation Holders' Equity
Adjustment
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 $ 3,551 $ 4,758,408 $ (4,736,875) $ (25,084) $ --
Contributions Received From Shareholders 29,990 29,990
Net Loss (303,293) (303,293)
--
--
--
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Balance, September 30, 1999 $ 3,551 $ 4,788,398 $ (5,040,168) $ (25,084) $ (273,303)
</TABLE>
F-4
<PAGE>
Centrocom Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited -- Prepared by Management)
September 30, 1999
Note 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Centrocom Corporation was incorporated in British Columbia, Canada in August
1993 as FamilyWare International, Inc. Centrocom Corporation is the parent of
two wholly owned subsidiaries, FamilyWare Products Inc. and FamilyWare, Inc.
(collectively referred to herein as the Company). From August 1993 to July 1998
the Company was engaged in the design, development, distribution and support of
software products targeted at home personal computer users in Canada and the
United States. In July 1998 the Company ceased all operations. The Company's
assets were used to settle all liabilities.
In May 1999 the Company entered into a Common Stock Exchange and Acquisition
Agreement with Centrocom Corp., a privately held Nevada corporation. Under terms
of the agreement, the Company acquired all of the 1,000,000 outstanding shares
of Centrocom Corp. in exchange for 9,000,000 shares of the Company's stock. The
Company's name was subsequently changed from FamilyWare to Centrocom
Corporation. The acquired company's name was changed to Centrocom Technology
Corp.
In September 1999 the agreement between Centrocom Technology Corp. and the
Company was rescinded. However, the Company agreed to acquire an Internet site
called "Zowwwie.com", license related electronic commerce software, and retain
technological services from Centrocom Technology Corp.
On October 4, 1999 the Company commenced operating Zowwwie.com, a web site
designed to sell consumer goods over the Internet. As of September 30, 1999 no
revenues had been received from this activity.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year End
The Company's fiscal year, as well as that of all its subsidiaries, ends
December 30, as permitted under Canadian tax law.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany accounts and
transactions were eliminated.
F-5
<PAGE>
Software Costs
Software costs represent amounts paid to license and acquire software to be used
in the Company's operations. The Company does not intend to resale any of the
technology acquired. These costs are reported at the lower of cost or net
realizable value. Beginning in October 1999 these costs will be amortized on a
straight-line basis over three years.
Earnings Per Share
Earnings (loss) per share are based on the weighted average number of shares of
common stock outstanding during the nine months ended September 30, 1999. There
is currently no potential common stock, that is, securities or other instruments
convertible into common shares. Basic earnings per share equals fully diluted
earnings per share.
Income Taxes
The Company recorded a net loss for the nine months ended September 30, 1999. As
a result, no accrual has been made for income taxes. Due to the uncertainty of
future operations, no benefit of the current net operating loss, or the net
operating loss carryforward from prior periods has been recognized.
F-6
