SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
[X] Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2000
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to ______________
Commission File Number: 0-29787
CENTURION COMMUNICATIONS CORPORATION
(Exact name of Registrant as Specified in its Charter)
COLORADO 84-1414555
(State or other jurisdiction (IRS Identification Number)
of incorporation)
9601 Wilshire Blvd., Suite 620
Beverly Hills, CA 90210
(310) 880-3163
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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Indicate by check mark whether the registrant (1) has filed all reports
required to filed by Section 13 or 15(d) or the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as the latest practicable date: As of November 14, 2000 -
1,865,000 shares of Common Stock, $.001 par value per share.
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CENTURION COMMUNICATIONS CORPORATION
INDEX
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheets......................................... 3
Statement of Operations ............................... 4
Statements of Cash Flows .............................. 5
Notes to Consolidated Financial Statements ............ 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operation............................................... 10
Part II. Other Information
Item 1. Legal Proceedings .................................... 10
Item 2. Changes in the Rights
of the Company's Security Holders ...................... 10
Item 3. Defaults by the Company on its Senior Securities ....... 10
Item 4. Results of Votes of Security Holders ................... 10
Item 5. Other Information ...................................... 10
Item 6. Exhibits and Reports on Form 8-K ....................... 10
Signatures ......................................................... 11
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
September, 30 December 31,
2000 1999
------------- --------------
(unaudited) (audited)
<S> <C> <C>
ASSETS
TOTAL ASSETS $ - $ -
============= ==============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<S> <C> <C>
TOTAL LIABILITIES $ - $ -
------------- --------------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock, $0.001 par value;
75,000,000 shares authorized;
1,865,000 shares issued and
outstanding at September 30, 2000
and December 31, 1999, respectively 1,865 1,865
Additional paid-in capital (933) (933)
Deficit accumulated during the
development stage (932) (932)
------------- --------------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIENCY) - -
------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ - $ -
============= ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the Period
For the 3-Months For the 9-Months from May 30,
Ended Ended 1996
September 30, September 30, (inception) to
---------------------- ---------------------- September 30,
2000 1999 2000 1999 2000
---------- --------- ---------- --------- ---------------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
GENERAL, SELLING
AND ADMINISTRATIVE EXPENSES - - - - 932
---------- --------- ---------- --------- ---------------
LOSS BEFORE TAXES - - - - (932)
PROVISION FOR INCOME TAXES - - - - -
---------- --------- ---------- --------- ---------------
NET LOSS $ - $ - $ - $ - $ (932)
========== ========= ========== ========= ===============
NET LOSS PER COMMON
SHARE - basic and diluted $ - $ - $ - $ - $ (0.00)
========== ========= ========== ========= ===============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
basic and diluted 1,865,000 1,865,000 1,865,000 1,865,000 1,865,000
========== ========= ========== ========= ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the Period
from May 30, 1996
For the 9-Months Ended (inception) to
September 30, September 30,
----------------------- -----------------
2000 1999 2000
---------- --------- ---------------
<S> <C> <C> <C>
CASH USED IN OPERATING
ACTIVITES
Net Loss $ - $ - $ (932)
CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES
Issuance of Common Stock $ - $ - $ 932
---------- --------- ---------------
NET CHANGE IN CASH AND CASH - - -
EQUIVALENTS
CASH AND CASH EQUIVALENTS - - - -
beginning of period
---------- --------- ---------------
CASH AND CASH EQUIVALENTS -
end of period $ - $ - $ -
========== =========== ===============
SUPPLEMENTAL CASH FLOW
INFORMATION:
Cash paid during the year-
Interest paid $ - $ - $ -
========== =========== ===============
Income taxes paid $ - $ - $ -
========== =========== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
--------------------
Centurion Communications Corporation ("Company") is currently a
development stage company under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 7. The Company was
incorporated under the laws of the State of Colorado on May 30,
1996. It is management's objective to seek a merger with an
existing operating company.
Basis of Presentation
---------------------
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has no established source of revenue. This
factor raises substantial doubt about the Company's ability to
continue as a going concern. Without realization of additional
capital, it would be unlikely for the Company to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amount, or amounts and classification of
liabilities that might be necessary should the Company be unable
to continue in existence. It is management's objective to seek
additional capital through a merger with an existing operating
company.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash
equivalents.
6
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Concentration of Credit Risk
----------------------------
From time to time the Company places its cash in what it believes
to be credit-worthy financial institutions. However, cash balances
exceed FDIC insured levels at various times during the year.
Income Taxes
------------
Income taxes are provided for based on the liability method of
accounting pursuant to SFAS No. 109, "Accounting for Income
Taxes". Deferred income taxes, if any, are recorded to reflect the
tax consequences on future years of differences between the tax
bases of assets and liabilities and their financial reporting
amounts at each year-end.
Loss Per Share
--------------
During 1998, the Company adopted SFAS No. 128, "Earnings Per
Share," which requires presentation of basic loss per share
("Basic LPS") and diluted loss per share ("Diluted LPS"). The
computation of Basic LPS is computed by dividing loss available to
common stockholders by the weighted average number of outstanding
common shares during the period. Diluted LPS gives effect to all
diluted potential common shares outstanding during the period. The
computation of Diluted LPS does not assume conversion, exercise or
contingent exercise of securities that would have an anti-dilutive
effect on earnings.
Comprehensive Income
--------------------
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income", was issued
("SFAS No. 130"). SFAS No. 130 establishes standards for the
reporting and display of comprehensive income and its components
in the financial statements. As of September 30, 2000 and December
31, 1999, and for the period from May 30, 1996 (inception) to
September 30, 2000, the Company has no items that represent
comprehensive income and, therefore, has not included a
schedule of comprehensive income in the accompanying financial
statements.
7
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Impact of Year 2000 Issue
-------------------------
As of September 30, 2000, the Company does not have any computer
systems or customers and suppliers. Therefore, the issue of the
year 2000 has no effect on the Company's current activities.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property.
A shareholder provides office services without charge. Such costs
are immaterial to the financial statements and, accordingly, have
not been reflected therein. The officers and directors of the
Company are involved in other business activities and may, in the
future, become involved in other business opportunities. If a
business opportunity becomes available for the Company, such
persons may face a conflict in selecting between the Company and
their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.
NOTE 3 - STOCKHOLDERS' EQUITY
The Company is authorized to issue up to 1,500,000 shares, which
includes 1,000,000 shares of common stock at a par value of
$0.001 and 500,000 shares of preferred stock at a par value of
$0.001.
The preferred stock is convertible into common stock, with each
series par value, convertible features, and rights and
preferences to be determined from time-to-time with each series
created by the board of directors. As of September 30, 2000, the
board of directors has not created any series of preferred stock.
8
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 - STOCKHOLDERS' EQUITY (Continued)
On June 7, 1996, the Company issued 9,325 shares of its $0.001
par value common stock in consideration for $932.50 in cash.
On February 21, 2000 Company restated its Articles of
Incorporation with the State of Colorado to increase its
capitalization from 1,000,000 common shares to 75,000,000 common
shares and from 500,000 preferred shares to 10,000,000 preferred
shares. There was no change to the par value of the common stock.
On February 21, 2000, the Company also forward split its common
Stock 200:1, thus increasing the number of outstanding common
stock shares from 9,325 shares to 1,865,000 shares.
9
Item 2.
CENTURION COMMUNICATIONS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The Company has not commenced business activities and has no assets or
operations. The Company is dependent upon its officers to meet any de-minimis
costs which may occur.
Farid E. Tannous, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with
the Securities Exchange Act of 1934, as amended, provided that he is an officer
and director of the Company when the obligation is incurred. All advances are
interest-free.
In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is assurance that the
Company can identify such a business opportunity and consummate such a business
combination.
PART II. Other Information
Item 1. Legal Proceedings - None.
Item 2. Changes in the Rights of the Company's Security Holders - None.
Item 3. Defaults by the Company on its Senior Securities - None.
Item 4. Results of Votes of Security Holders - None.
Item 5. Other Information - None.
Item 6. Exhibits and Reports on Form 8-K -
(a) Exhibits
Exhibit
Number Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
None
10
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENTURION COMMUNICATIONS CORPORATION
Registrant
Date: November 14, 2000 /s/ Farid E. Tannous
---------------------------------
Farid E. Tannous
President
11
