SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 1997
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 0-16075
CENTURY PACIFIC FINANCIAL CORPORATION
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(Name of Small Business Issuer in Its Charter)
DELAWARE 86-0449546
--------------------------- -------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1422 N. 44th Street, #211, Phoenix, AZ 85008
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
602-267-7007
--------------------------------------------
(Issuer's Telephone No. Including Area Code
Securities Registered Pursuant to Section 12(b) of the Exchange Act: None
Securities Registered Pursuant to Section 12(g) of the Exchange Act:
13,316,894 Common Stock .0400 par value
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-X contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
The issuer's revenues for the fiscal year ended September 30, 1997 were
$41,873.
The aggregate market value of the common equity stock held by
non-affiliates of the registrant based on the average bid and asked price of the
common stock on September 30, 1997 was unknown. Directors, officers and ten
percent or greater shareholders are considered affiliates for purposes of this
calculation but should not necessarily be deemed affiliates for any other
purpose.
The number of shares outstanding of the issuer's common equity as of
September 30, 1997 was as follows: 13,316,894 shares of common stock.
Transitional Small business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
TABLE OF CONTENTS
Page
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PART I
Item 1 - Description of Business 3
Item 2 - Properties 6
Item 3 - Legal Proceedings 6
Item 4 - Submission of Matters to a vote of Security Holders 6
PART II
Item 5 - Market for the Registrant's Common Equity Securities and
Related Stockholder Matters 7
Item 6 - Management's Discussion and Analysis of Plan of Operation
and Selected Financial Data 7
Item 7 - Capital Resources and Liquidity 9
Item 8 - Audit Committee 9
Item 9 - Disagreements on Accounting and Financial Disclosure 9
PART III
Item 10 - Directors, Executive Officers and Control Persons; Compliance
with Section 16(a) of the Exchange Act 10
Item 11 - Executive Compensation 10
Item 12 - Security Ownership of Certain Beneficial Owners and Management 11
Item 13 - Certain Relationships and Related Transactions 11
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on
Form 8-K 12
SIGNATURES 13
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 14
INDEX TO EXHIBITS 22
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Century Pacific Financial Corporation (the "Company" or "Century") is a
holding company that was formed in 1982 and commenced operations in 1984. It
provides through its principal subsidiaries a range of financial and personal
services. Century and its two subsidiaries are hereinafter referred to as the
"Company". The remaining subsidiaries of Century include Century Pacific
Fidelity Corporation (Fidelity) and Century Pacific Investment Management
Corporation (Century Management).
Century has received revenue from a regional investment banking and
securities brokerage business operated under its principal officer's license
through an independent contractor agreement with a regional securities firm. Its
principal officer is registered as a securities representative and principal in
16 states and his primary activities include acting as a stock broker in most
types of investment securities and options.
The Company maintains its corporate headquarters in a leased office located
at 1422 N. 44th Street, Suite 211, Phoenix, AZ 85008. Approximately 300 accounts
are serviced by account executives. No single client accounts for a material
percentage of the total revenue.
REVENUES BY SOURCE
SECURITIES ACTIVITIES
The Company's revenues since inception have been derived principally from
commissions on transactions in exchange-listed and over-the-counter stocks,
options, and corporate and government bonds. Markups are also earned as a result
of principal transactions in exchange-listed and over-the-counter stocks,
municipal, corporate and government bonds. Investment banking participations
also result in revenue from dealer reallowances.
Century's business activities were sharply curtailed by the closure of all
business activities maintained by several previously existing subsidiaries and
their subsequent filings for either Chapter 7 or 11 bankruptcy protection.
Century itself has been operating under Chapter 11 administrative surveillance
since January 29, 1996, however, the recent filing of a Disclosure statement and
a Plan of Reorganization with the Federal Bankruptcy Court, Arizona District,
initiates action that should result in release from bankruptcy and settlement of
all existing debts within a reasonable period of time. During the bankruptcy
term, the Company has been able to pay current expenses from existing revenues.
Management has been approached with merger and or acquisition proposals several
times, however, actions regarding such proposals will be postponed until
successful release from Chapter 11 protection.
Plans for the future are targeted for growth and profitability in the areas
of financial services and reestablishment of a subsidiary to export and import
"big ticket" machinery and electronic equipment.
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The following table shows revenues by source for the Company's last fiscal
year.
Revenues by Source
Year ended
September 30, 1997
------------------
SECURITIES ACTIVITIES:
Commissions & principal transaction markups 38,755
INSURANCE ACTIVITIES:
Commissions 1,221
SECURITIES OWNED:
Interest, dividends and proceeds from trading activities 1,897
OTHER:
Export-import activities None
TOTAL REVENUES: 41,873
REVENUES BY SEGMENT (DISCUSSION)
Because of the interdependence of the Company's various subsidiaries and
since the Company relies upon substantially the same personnel and facilities in
connection with all of its revenue-producing operations and does not maintain
separate accounting for expenses shared by the various subsidiaries, the company
does not believe that a meaningful allocation of expenses can be made among the
company's business segments so as to reflect the percentage contribution to
consolidated net income of each component of the Company's operations. Fidelity
and Century Management were dormant during this fiscal year.
COMMISSIONS
Securities transactions for individuals and institutional investors, where
the registered broker acts on an agency basis, generate securities commission
revenues. Commissions are charged on both exchange and over-the-counter agency
transactions for individual customers in accordance with an established
schedule, which may change from time to time. In certain cases, discounts from
the schedule may be granted to customers. Securities commissions result in part
from executing transactions in listed stocks and bonds and the company also
realizes commission revenue when the trade is executed on an agency basis in
over-the-counter securities. A substantial portion of the commission revenues
generated by the company is attributable to individual investors.
The independent contractor office operated and managed by Mr. Phillips
under his license has a policy of charging a $50 minimum commission on equity
trades and a $75 minimum on bond trades. These minimums tend to limit the number
of trades in small quantities or small dollar amounts. It is a matter of policy
not to effect transactions in commodity or financial futures contracts.
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Reduced volume on the securities, and options markets typically results in
lower commissions generated. Since the level of fixed costs is relatively
insensitive to the level of revenues on a short-term basis, profitability can be
dramatically affected in periods of greater or reduced market volume.
Securities transactions with clients are generally made on either a cash or
a margin basis. In a margin transaction, the client is loaned part of the total
purchase price of the securities. Minimum initial and maintenance margin
requirements are prescribed by Federal Reserve Board and are enforced by
Securities and Exchange Commission regulation.
PRINCIPAL TRANSACTIONS AND TRADING PROFITS
The level of positions carried in Century's trading account may fluctuate
significantly. The size of the securities positions on any one date may not be
representative of the Company's exposure on any other date because the
securities positions vary substantially depending upon economic and market
conditions, the allocation of capital among types of inventories, and general
capital availability.
COMPETITION
The Company is engaged in highly competitive businesses. Its services and
potential products are similar to those supplied or capable of being supplied by
a number of companies, some of which have substantially greater financial and
technological resources, and production and marketing capabilities. Principal
competitive factors include (1) size of the firm, (2) the capability of
technical and sales staff, (3) the capacity to be innovative and (4) quick
response time. Each of the Company's competitors are directly competitive with
most of the Company's services or products.
EMPLOYEE HIRING PRACTICES, ADMINISTRATION, AND OPERATIONS
EMPLOYEE HIRING PRACTICES
The company has two employees, of whom one has managerial responsibilities,
while the other has administrative duties only. Two account executives that work
as independent contractors under Mr. Phillips' supervision also generate some
revenue.
The Company considers its employee relations to be good and believes that
its compensation and employee benefits are competitive with those offered by
other firms.
The Company functions as an equal opportunity employer.
ADMINISTRATION
YEAR 2000 ISSUE: The Company recognizes that the arrival of the Year 2000
poses a unique challenge to the ability of all computerized data processing
systems to recognize the date change from December 31, 1999, to January 1, 2000,
and, like other companies, has assessed its computer applications and business
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procedures to provide for their continued functionality. An assessment of the
readiness of external entities which it interfaces with, such as vendors,
counterparties, payment systems, and other, is ongoing. Initial contact with
these external entities is expected to be completed by the fourth quarter of
1998. The company does not expect the cost to address the Year 2000 will be
material and has determined that the software it utilizes in its operations is
compatible with the Year 2000. If future testing of existing software reveals
inadequacies, it will be replaced.
Administrative activities though sharply curtailed are operating
efficiently through the utilization of outside staff for accounting requirements
while normal management and administrative duties are performed to fulfill
corporate needs at existing levels.
OPERATIONS
Century filed a petition for Chapter 11 bankruptcy with the United States
Bankruptcy Court, District of Arizona, Phoenix Division, and was assigned Case
Number 96-00935-PHX-RTB. Historical events leading toward this action commenced
during November of 1991. The single event that created a substantial lessening
of cash flow and the ability to maintain payables on a current basis was the
decision by the Board of Directors (Board) to dispose of certain assets and
client accounts, to a large degree, and the Board authorized making an agreement
with a newly established securities firm to make available subject to their
screening of producing and certain management personnel records and production
statistics, the major portion of CENPAC Securities staff. CENPAC Securities
(CENPAC) was the major producing subsidiary of Century and normally
approximately 80% of revenues were derived from CENPAC's activities. The
aforementioned assets and personnel were transferred under terms of an agreement
whose effective date was February 29, 1992. The sudden diminshment of cash flow
created an atmosphere of panic and mass defection among the managing executives
of other operating subsidiaries of Century, being by name Century Pacific Global
Commerce, Inc., (Global), Century Pacific Insurance Group, Inc., (Insurance
Group), and Century Pacific International Corporation (International). This
state of affairs resulted in the final closure of the named subsidiaries over a
period of several months.
Century and its subsidiaries had incurred the normal expenses during their
period of full operations and the abrupt closure of operations depleted cash
flows quickly and substantially and as a result the Board being unable to
continue profitable operations due to a lack of remaining management personnel
and adequate cash flows reached the decision to file Chapter 7 bankruptcy
petitions for each of these subsidiaries with the Federal Bankruptcy Court.
The sudden departure of key management professionals and corporate officers
made it impossible for the remaining few members of Century's management to
adequately control even the holding company's record keeping activities and a
result was the failure to continue to file on a timely basis the reports
required by the Securities Act of 1933 as amended.
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Vista Financial Services, Inc., (Vista), Century's mortgage lender
subsidiary, continued to operate well beyond the closure of the subsidiaries
named above, however, management decided because of rapidly mounting pressures
from creditors of the parent company and inactive subsidiaries to seek
protection by filing with the United States Bankruptcy Court, District of
Arizona, Phoenix Division, for Chapter 11 protection for Vista during late 1993.
On February 4, 1994, the Debtor-In-Possession filed a Disclosure Statement and
Plan of Reorganization. On September 30, 1996, terms of the Plan as amended were
fully met and these involved the disposal of Vista as a going concern. This
action further depleted cash flows which had been maintaining Vista's continued
lending activities and modest occasional profit contributions that were of some
assistance to Century. Current operations of Century though relatively small
compared to those of prior years have been sufficient for Century now devoid of
its former operating subsidiaries and operating at substantially lower expense
levels under Chapter 11 protection to generate sufficient cash flow to meet
current expenses.
Century Pacific Corporation, the publicly traded parent of the several
subsidiaries named in the preceding paragraphs, filed for Chapter 11 bankruptcy
protection on January 29, 1996. Management of Century provided a Disclosure
Statement and proposed Plan of Reorganization to its bankruptcy counsel during
the late autumn of 1996 and proceedings related to and amendments thereof are
ongoing as of the end of this fiscal year, September 30, 1997.
ITEM 2. PROPERTIES.
The Company operates principally from one location in Phoenix, Arizona
leased under its managing principals name. It owns no real property.
ITEM 3. LEGAL PROCEEDINGS.
None are in existence, pending or threatened, at this time to the knowledge
of its presiding officer or employees.
The Company Chapter 11 bankruptcy case is ongoing, but appears to be
approaching toward successful termination during 1998. Filing of this action
took place on January 29, 1996, in the United States Bankruptcy Court, District
of Arizona, Phoenix Division, Case Number: 96-00935-PHX-RTB.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None were submitted to shareholders during this fiscal year as the Company
was in operation under the jurisdiction of federal bankruptcy officials. Such
matters will be submitted to a vote of securities holders within a reasonable
time after release from bankruptcy.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY SECURITIES AND RELATED
STOCKHOLDER MATTERS.
Price Range of Common stock during this fiscal year. It is management's
recollection that stock may have traded sporadically in pennies or mills,
however, no official record of such transactions appears to be available.
The Company's Common stock has been inactive or very limited in trading
during the last several years. Subsequent to the company's initial public
offering effective November 12, 1986, for approximately a year and a half, the
Company's Common Stock traded on the NASDAQ Stock Market under the symbol
"CEPA". Later, as the company requested delisting, the issue continued trading
on the "Pink Sheet" market or through the "Bulletin Board" system.
Fiscal 1997 Price
----------- -----
First Quarter Unknown
Second Quarter Unknown
Third Quarter Unknown
Fourth Quarter Unknown
As of September 30, 1997, there were 261 shareholders of record.
DIVIDEND POLICY
The Company has not paid cash dividends since its inception. The Company
currently intends to retain all of its earnings, if any, to finance the
development and growth of its business and does not anticipate paying any cash
dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF SELECTED FINANCIAL DATA
AND PLAN OF OPERATION
The following selected financial data of the Company is qualified by
reference to and should be read in conjunction with the Consolidated Financial
Statements, including the notes thereto included elsewhere in this report.
This Form 10-K includes "forward looking statements" concerning the future
operations of the Company. It is management's intent to take advantage of the
"safe harbor" provision of the Private Securities Litigation Reform Act of 1995.
This statement is for the express purpose of availing the Company of the
protections of such safe harbor with respect to all "forward looking statements"
contained in this Form 10-K. We have used "forward looking statements" to
discuss future plans and strategies of the Company. Management's ability to
predict results or the effect of future plans is inherently uncertain. Factors
that could effect results include, without limitation, competitive factors,
general economic conditions, customer relations, relationships with vendors, the
interest rate environment, governmental regulation and supervision, seasonality,
distribution networks, product introductions, acceptance, technological change,
changes in industry practices and one-time events. These factors should be
considered when evaluating the "forward looking statements" and undue reliance
should not be placed on such statements. Should any one or more of these risks
or uncertainties materialize, or should any underlying assumptions prove
incorrect, actual results may vary materially from those described herein.
Management of Century has been approached with merger and/or acquisition
proposals, however, commitment to any course of such action has been avoided
prior to Court approval of Century's Plan as submitted and as amended.
Management is very confident that Century will be able to increase its
activities in the fields of financial services, insurance and export/import
marketing. Future plans most assuredly will involve actively seeking bridge
financing and ultimately future offerings of securities.
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CENTURY PACIFIC FINANCIAL CORPORATION
SELECTED FINANCIAL DATA
STATEMENT OF INCOME
Year Ended
Statement of Operations Data September 30, 1997
------------------
Total Revenues $ 41,873
Total Expenses $ 45,166
Provision for Income Taxes $ 0
Net Income (Loss) $ (3,293)
Weighted Average Number of Common Shares
Outstanding 13,316,894
BALANCE SHEET
ASSETS
Cash $ 106
-----------
Total Assets $ 106
===========
LIABILITIES
Payables $ 508,661
-----------
Total Current Liabilities $ 508,661
===========
STOCKHOLDERS EQUITY
Preferred Stock
5,000,000 shares authorized, no shares
outstanding, par value $0.05 $ --
Common stock
100,000,000 shares authorized, 13,316,894
shares outstanding, par value $0.04 532,676
Paid In Capital 2,823,536
Retained Earnings (Loss) (3,864,767)
-----------
Total Stockholders Equity (508,555)
-----------
Total Liabilities & Stockholders Equity $ 106
===========
STATEMENT OF CASH FLOWS
CASH FROM OPERATIONS
Net Income $ (3,293)
Net Change in Payables 622
---------
Cash from Operations (2,671)
Cash Used for Investing 0
Cash from Financing 0
---------
Net Change in Cash (2,671)
Beginning Cash 2,777
---------
Ending Cash Balance $ 106
=========
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ITEM 7. CAPITAL RESOURCES AND LIQUIDITY
The Company has operated during the fiscal year on a minimal revenue base,
however, this base was adequate to pay current expenses. Assets owned by the
Company are relatively illiquid and consist mainly of fully depreciated
furnishings, computer equipment, and other office machines. Successful
completion and release from bankruptcy status will prompt management to seek
financing most probably through private sources to expand or restart traditional
business activities. The Company has no material current financial commitments
or accrued capital expenses.
ITEM 8. AUDIT COMMITTEE
The directors of the Company have established an audit committee, however,
due to bankruptcy filings its chairman, an outside director, and other members
are no longer associated with the Company. A reconstituted Board of Directors,
to include one or more "outside" directors, will be formed subsequent to release
of Century's bankruptcy estate. An "outside" director will be nominated to chair
this required audit committee.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements of the type required to be recorded under this
item between the Company and its independent accountants during the fiscal year.
However, its independent accountants terminated their practice of auditing
publicly held companies during 1991 and subsequent to this date, during the
period which saw the closing of Century's major operating subsidiaries, no
further relationships with independent auditors were established until the
latter part of 1998.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
NAME - Carlton V. Phillips Mr. Phillips has been a securities
industry professional for more than 37
POSITION WITH COMPANY - years, having served as a broker,
Director, Chief Executive Officer analyst and investment banking
specialist. For the past 31 years he has
DATE ELECTED DIRECTOR - March 1996 occupied management positions in the
securities industries and is currently
TERM OF OFFICE - 3 years the president, chief executive Officer
and a director of the Company and of its
AGE - 73 wholly owned subsidiaries, positions he
has held since 1984. Before assuming his
current position Mr. Phillips served for
13 years as an officer and director of
Continental American Securities, Inc.,
where he rose to be president and chief
executive officer. Mr. Phillips holds a
bachelor's degree in economics from
Brown University and a master's degree
in management from St. Mary's of
California. He retired from the Army
of the United States with the rank of
colonel.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION LIST
The following list sets forth information concerning the compensation of
the Company's Executive Officer whose compensation exceeded $100,000 for the
fiscal year ending September 30, 1997.
None
STOCK OPTION GRANTS IN LAST FISCAL YEAR
None
AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED SEPTEMBER 30, 1997 AND
FISCAL YEAR END OPTION VALUES
None
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning all persons known to
the Company to be the beneficial owners of more than 5% of the Company's Common
Stock, (ii) the ownership interest of each director and nominee, and (iii) by
all directors and executive officers as a group calculated as of September 30,
1997.
Carlton V. Phillips Director, Chief Executive Officer 2,226,000 16.71%
Gerald N. Bovee Shareholder 1,152,475 8.65%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
The information required to be presented in Part III of this report is
hereby incorporated by reference to the Company's definitive Proxy Statement to
be prepared for the first Annual Meeting of Stockholders subsequent to the
discharge of Century's bankruptcy estate by the Federal Bankruptcy Court,
Arizona District. This information will be prepared in accordance with Schedule
14A and filed with the Securities and Exchange Commission as soon as practicable
after release from bankruptcy.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) FINANCIAL STATEMENTS
The Consolidated Financial Statements and Notes thereto of the Company
and its subsidiaries are included in this report starting on page 14.
(a)(2) FINANCIAL STATEMENT SCHEDULES
All schedules are inapplicable or the required information is
otherwise included in the Consolidated Financial Statements and the
notes thereto, and, therefore, have been omitted.
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(b) EXHIBITS
The following Exhibits are filed herewith pursuant to Rule 601 of
Regulation S-K.
No. Description
--- -----------
2 Bankruptcy Filing Notice
27 Financial Data Schedule
99.1 Certificate of Name Change
99.2 Certificate of Name Change
(c) FORM 8-K
No reports on Form 8-K were filed during the last quarter of the year
ended September 30, 1997.
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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) 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.
CENTURY PACIFIC FIDELITY CORPORATION
Dated: January 6, 2000 By: /s/ Carlton V. Phillips
------------------------------------
Carlton V. Phillips
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the Registrant
and in the capacities and on the date indicated.
Signature and Title Date
------------------- ----
/s/ Carlton V. Phillips January 6, 2000
- ---------------------------
Carlton V. Phillips
Chairman of the Board, President
and Chief Executive Officer
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INDEX TO FINANCIAL STATEMENTS
Page
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Independent Auditors' Report 15
Consolidated Balance Sheet as of September 30, 1997 16
Consolidated Statement of Income (Loss) for the
year ended September 30, 1997 17
Consolidated Statement of Cash Flows
for the year ended September 30, 1997 18
Consolidated Statement of Stockholders' Equity
for the year ended September 30, 1997 19
Notes to Consolidated Financial Statements 20
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M. A. SHELLEY INTL. CPA
4445 E. HOLMES, SUITE 101
MESA, AZ 85206
(602) 654-2307
INDEPENDENT CERTIFIED ACCOUNTANT'S REPORT
To the Board of Directors
Century Pacific Financial Corporation
I have audited the accompanying balance sheet of Century Pacific Financial
Corporation as of September 30, 1997 and the related statements of stockholders'
equity, income, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Century Pacific Financial
Corporation as of September 30, 1997 and the related statements of stockholders'
equity, operations, and cash flows for years then ended in conformity with
generally accepted accounting principles.
The statements are based on the assumption that the Company will continue
in existence. The Company has very little activity. No adjustments have been
made to the financial statements for this contingency.
/s/ M.A. Shelley Intl. CPA
March 19, 1999
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CENTURY PACIFIC FINANCIAL CORPORATION
(formerly known as Century Pacific Corporation)
Consolidated Balance Sheet
as of September 30, 1997
ASSETS
Cash $ 106
-----------
Total Assets $ 106
===========
LIABILITIES
Payables $ 508,661
-----------
Total Current Liabilities $ 508,661
===========
STOCKHOLDERS' EQUITY
Preferred Stock
5,000,000 shares authorized, no shares
outstanding, par value $0.05 $ --
Common Stock
100,000,000 shares authorized 13,316,894 shares
outstanding for 1997, par value $0.04 532,676
Paid in Capital 2,823,536
Retained Earnings (Loss) (3,864,767)
-----------
Total Stockholders' Equity (508,555)
-----------
Total Liabilities and Stockholders' Equity $ 106
===========
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CENTURY PACIFIC FINANCIAL CORPORATION
(formerly known as Century Pacific Corporation)
Consolidated Statement of Income (Loss)
for the Year Ended September 30, 1997
Financial Services $ 41,873
-----------
Total Revenue 41,873
-----------
Expenses
Insurance 1,277
Legal and Accounting 1,362
Maintenance & Repairs 2,044
Office Expense 3,001
Advertising and Promotion 3,475
Rent 12,994
Telephone 5,073
Payroll and Taxes 15,940
-----------
Total Expenses 45,166
-----------
Income before Taxes
Provision for Income Taxes --
-----------
Net Income (Loss) $ (3,293)
===========
Basic Earnings per Common Share $ --
Basic Weighted Average Number of Shares 13,316,894
Diluted Earnings per Share $ --
Diluted Weighted Average Number of Shares 13,316,894
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CENTURY PACIFIC FINANCIAL CORPORATION
(formerly known as Century Pacific Corporation)
Consolidated Statement of Cash Flows
For the year ended September 30, 1997
Cash from Operations
Net Income (Loss) (3,293)
Net Changes in Payables 622
----------
Cash from Operations (2,671)
----------
Cash used for Investing --
Cash from Financing --
Net Change in Cash (2,671)
Beginning Cash 2,777
----------
Ending Cash Balance 106
==========
No significant non cash transactions for the year
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CENTURY PACIFIC FINANCIAL CORPORATION
(formerly known as Century Pacific Corporation)
Consolidated Statement of Stockholders' Equity
For the period from September 30, 1996 through September 30, 1997
<TABLE>
<CAPTION>
Preferred Stock Common Stock
---------------- ------------------ Paid in Retained
Shares Amount Shares Amount Capital Earnings Total
------ ------ ------ ------ ------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, 9/30/96 -- -- 13,316,894 532,676 2,823,536 (3,861,474) (505,262)
Retained Earnings (Loss) (3,293) (3,293)
---- ---- ---------- ------- --------- ---------- --------
Balance 9/30/97 -- -- 13,316,894 532,676 2,823,536 (3,864,767) (508,555)
Retained Earnings (Loss) (378) (378)
==== ==== ========== ======= ========= ========== ========
</TABLE>
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CENTURY PACIFIC FINANCIAL CORPORATION
(formerly known as Century Pacific Corporation)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. GENERAL BUSINESS AND ACCOUNTING PRINCIPLES
Business
Century Pacific Financial Corporation (the Company) was organized as a
Delaware corporation on December 29, 1982. Originally it was known as Century
Pacific Corporation. The Company was organized to provide financial services.
Basis
The financial statements are prepared following generally accepted
accounting principles.
Concentration of Credit Risk
Periodically during the year, the Company may maintain its cash in
financial institutions in excess of amounts insured by the US federal
government, or in financial institutions which are not insured by the US federal
government. For the current period the company has had limited or no cash.
Cash Equivalents
The Company considers all highly liquid debt instruments purchased with
maturities of three months or less to be cash equivalents.
Revenue
The Company's revenue consists of financial services.
Income Taxes
The provision for income taxes is the total of the current taxes payable
and the net of the change in the deferred income taxes. Provision is made for
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Earnings (Loss) per Share
The basic earnings (loss) per share is calculated by dividing the Company's
net income (adjusted for certain dividends when paid) by the weighted average
number of common shares during the year. The diluted earnings (loss) per share
is calculated by dividing the Company's net income (loss) (adjusted for certain
dividends and certain interest when expensed) by the diluted weighted average
number of shares outstanding during the year. The diluted weighted average
number of shares outstanding is the basic weighted number of shares adjusted as
of the first of the year for any potentially dilutive debt or equity.
Basic weighted average number of shares 13,316,894
Additional shares added due to conversions 0
Diluted weighted average number of shares 13,316,894
-21-
<PAGE>
Advertising and Promotion
All costs of advertising and promotion are expensed in the period incurred.
Inventory
The Company carries no inventory at this time.
NOTE 2. BANKRUPTCY
In May 1996 the Company filed bankruptcy, No. 96-09598-PHX-GBN.
NOTE 3. EQUIPMENT AND FURNITURE
The Company currently has no equipment. It is using, at no cost, equipment
controlled by the president.
NOTE 4. NOTES PAYABLE/DEBT
The debt listed on the balance sheet is within the bankruptcy proceedings
and is considered short term.
NOTE 5. INCOME TAXES
Deferred income tax benefit with valuation account 0
Current income taxes payable 0
Provision for Income Taxes 0
NOTE 6. LEASES AND OTHER CONTINGENCIES
The Company has no leases outstanding or other financial contingencies.
NOTE 7. SUBSEQUENT EVENTS
The Company is currently seeking a merger candidate or financing to begin
operations. No guarantee can be made that the company will be successful. If the
company is not successful, then there is reasonable doubt that the Company will
continue in existence.
NOTE 8. RELIANCE ON MAJOR SHAREHOLDER
The Company is relying on its president and major shareholder for any fund
raising or merger.
NOTE 9. STOCKHOLDERS' EQUITY
The Company has one class of preferred stock. There are 5,000,000 shares
authorized and no shares outstanding as of September 30, 1977.
The Company has one class of common stock. The rights of this class of
stock are all the same. The common stock has all of the rights afforded Delaware
shareholders.
-22-
<PAGE>
INDEX TO EXHIBITS
Exhibit Method of Filing
------- ----------------
2 Bankruptcy Filing Notice Filed herewith
27 Financial Data Schedule Filed herewith
99.1 Name Modification Documentation Filed herewith
99.2 Name Modification Documentation Filed herewith
SUMMARY DATA
1. Date Filed: January 29, 1996 2. United States Bankruptcy Court
District of Arizona, Phoenix Division
Case Number: 96-00935-PHX-
3. Commencement of Case under Chapter 11 of the Bankruptcy Code, Meeting of
Creditors, and Fixing of Dates (Corporation/Partnership Case)
4. Name of Debtor: CENTURY PACIFIC CORPORATION
AKA CENTURY PACIFIC FINANCIAL CORPORATION
5. Address of Debtor: 4909 E. McDowell Road, Ste. 107
Phoenix, AZ 85008
6. Tax ID No.: EIN: 86-0449546
7. Address of the Clerk of the Bankruptcy Court: U.S. Bankruptcy Court, Arizona
P.O. Box 34151
Phoenix, AZ 85067-4151
8. Addressee: Co-Filer Affiliate
CENTURY PACIFIC GLOBAL COMMERCE
C/O CENTURY PACIFIC CORP.
PHOENIX AZ 85008
9. Name and Address of Attorney for Debtor: James M. LaGanke
202 E. Earll , #340
Phoenix, AZ 85012
Phone: 602-279-7399
10. Date, Time and Location of
Meeting of Creditors: March 13, 1996, 9:00 A.M.
Office of the U.S. Trustee
320 N. Central Ave., Ste. 105
Phoenix, AZ
11. /s/ Kevin E. O'Brien
--------------------------------
Clerk of the Bankruptcy Court
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE 12 MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<CASH> 106
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 106
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 106
<CURRENT-LIABILITIES> 508,661
<BONDS> 0
0
0
<COMMON> 532,676
<OTHER-SE> (1,041,231)
<TOTAL-LIABILITY-AND-EQUITY> 106
<SALES> 41,873
<TOTAL-REVENUES> 41,873
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 45,166
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,293)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,293)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I HOWARD S. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RENEWAL OF
"CENTURY PACIFIC CORPORATION", CHANGING ITS NAME FROM 'CENTURY PACIFIC
CORPORATION" TO "CENTURY PACIFIC FIDELITY CORPORATION" FILED IN THIS OFFICE ON
THE THIRTY-FIRST DAY OF JANUARY, A.D. 1995, AT 9 O"CLOCK A.M
EDWARD J. FREEL, SECRETARY OF STATE
DATE:
STATE. OFDELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD I. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORPECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "CENTURY PACIFIC FIDELITY COPPORATION", CHANGING ITS NAME FROM "CENTURY
PACIFIC FIDELITY CORPORATION" TO "CENTURY PACIFIC FINANCIAL CORPORATION", FlLED
IN THIS OFFICE ON THE SIXTH DAY OF APRIL, A.D. 1995, AT 9 O'CLOCK A. M.
EDWARD J. FREEL, SECRETARY OF STATE
DATE:
