UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999
[ ] 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
--------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 86-0449546
------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1422 N. 44th Street, Suite 211, Phoenix, AZ 85008
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (602) 267-7007
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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes [ ] No [X] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At December 31, 1998, there were
51,469,842 shares of the registrant's Common Stock outstanding.
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
ITEM 1 - FINANCIAL STATEMENTS ........................................... 3
Condensed Consolidated Balance Sheets for 3 Months Ended
March 31, 1999................................................... 4
Condensed Consolidated Statement of Operations for 3 Months Ended
March 31, 1999 and 1998.......................................... 5
Consolidated Statements of Cash Flows for 3 Months Ended
March 31, 1999 and 1998.......................................... 6
Notes to Condensed Consolidated Financial Statements ............... 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ............................ 8
PART II
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ............................... 9
SIGNATURES ................................................................ 9
INDEX TO EXHIBITS ......................................................... 10
-2-
<PAGE>
PART I
Item 1. Financial Statements
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. However, in the opinion of management,
all adjustments (which include only normal recurring accruals) necessary to
present fairly the financial position and results of operations for the periods
presented have been made. The results for interim periods are not necessarily
indicative of trends or of results to be expected for the full year. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's most recent report on Form 10-K.
-3-
<PAGE>
CENTURY PACIFIC FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, 1999 December 31, 1998
-------------- -----------------
ASSETS
Current Assets
Cash $ 298 $ (907)
----------- -----------
Total Assets $ 298 $ (907)
----------- -----------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable -- --
Notes Payable -- --
Accrued Liabilities $ 507 $ 529
Other Liabilities -- --
----------- -----------
Total Current Liabilities $ 507 $ 529
----------- -----------
Stockholders' Equity
Common Stock $ 2,010,106 $ 2,010,106
Capital 1,346,106 1,346,106
Retained Earnings (3,355,857) (3,356,522)
Net Income 588 665
----------- -----------
Total Stockholders' Equity $ 209 $ 355
----------- -----------
Total Liabilities & Stockholders Equity $ 298 $ 907
=========== ===========
-4-
<PAGE>
CENTURY PACIFIC FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For 3 Months For 3 Months
Ended Ended YTD YTD
3/31/99 3/31/98 1999 1998
-------- -------- -------- --------
Revenues
Financial Services $ 13,246 $ 10,422 $ 25,338 $ 21,215
-------- -------- -------- --------
Total Revenues $ 13,246 $ 10,422 $ 25,338 $ 21,215
-------- -------- -------- --------
Expenses
Accounting $ 206 $ 669 $ 634 $ 363
Office 403 536 122
Advertising 298 751 2,115
Maintenance/Repair 200 200
Postage 59 109 187 177
Rent 2,561 2,560 5,119 5,122
Storage 244 249 488 514
Telephone 1,432 1,027 2,590 2,559
Payroll Taxes 359 386 409 521
Salaries, Employees 3,584 3,584 7,280 7,840
Other 2,905 780 4,860 160
Insurance 63 500
Delivery 110
Dues, Subscriptions,
License, Fees 1,783 2,033 1,370
Total Expenses $ 13,834 $ 10,277 $ 25,260 $ 21,563
-------- -------- -------- --------
Earnings before Income Taxes $ (588) $ 145 $ 77 $ (348)
-------- -------- -------- --------
Provisions for Income Taxes -- -- -- --
-------- -------- -------- --------
Net Earnings $ (588) $ 145 $ 77 $ (348)
======== ======== ======== ========
Net Earnings Per Share 0 0 0 0
======== ======== ======== ========
-5-
<PAGE>
CENTURY PACIFIC FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For 3 Months For 3 Months
Ended Ended
3/31/99 3/31/98
--------- ---------
Cash from Operations
Net Income $ 77 $ (349)
--------- ---------
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
Activities
Accounts Payable $ 445 $ (80)
FWT Payable (509,093)
FICA 234
Medicare 222
SWT Payable 52
--------- ---------
Total Adjustments $(508,116)
--------- ---------
Net Cash Provided by Operations $(508,039) $ (429)
--------- ---------
Cash from Investing Activity $ 0 $ 0
Cash from Financing Activity $ 0 $ 0
Net Increase (Decrease) in Cash $ 500,268 $ (429)
--------- ---------
Beginning Cash Balance $ 907 $ (244)
--------- ---------
Cash Balance at End of Period $ 298 $ 85
--------- ---------
Net Increase (Decrease) in Cash $ (609)
========= =========
-6-
<PAGE>
CENTURY PACIFIC FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION. The consolidated financial statements include the
accounts of Century Pacific Financial Corporation and its subsidiaries. In
the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments, primarily eliminations of all significant
intercompany transactions and accounts) necessary to present fairly the
financial position, results of operations and cash flows for the periods
presented. Certain financial statement items from the prior year may have
been reclassified to be consistent with the current year financial
statement presentation.
These consolidated financial statements should be read in conjunction with
the consolidated financial statements and the related disclosures contained
in the Company's Annual Report of Form 10-K for the year ended September
30, 1998, filed with the Securities and Exchange Commission.
The results of operations for the three months ended March 31, 1999, are
not necessarily indicative of the results to be expected for the full
fiscal year.
CONDENSED FINANCIAL STATEMENTS. The unaudited condensed consolidated
financial information contained in this report reflects all adjustments
(consisting of normal recurring accruals) considered necessary, in the
opinion of management, for a fair presentation of results for the interim
periods presented. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's 10-K F.Y. dated
September 30, 1998, Annual Report on form 10-K. The results of operations
for periods ended March 31, 1999, are not necessarily indicative of
operations for the full year.
STOCK OPTION PLANS. None outstanding.
PREFERRED STOCK. The Company has one class of preferred stock. 5,000,000
shares of .05000 par value preferred stock remaining authorized but
unissued.
WARRANTS. None
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
This analysis should be read in conjunction with the condensed consolidated
financial statements, the notes thereto, and the financial statements and notes
thereto included in the Company's September 30, 1998 , Annual Report on Form
10-K. All non-historical information contained in this form 10-K is a forward
looking statement. The forward-looking statements contained herein are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward looking statements. Factors that
might cause such differences include changes from the traditional marketing
patterns of financial services instruments, such as, stocks, bonds, mutual
funds, and insurance products. A change from the traditional role of commission
broker to salaried marketing executives or the use of internet marketing systems
which may function substantially without sales personnel, instead, those
individuals being replaced by registered order clerks accepting unsolicited
transactions. Substantially diminished commission levels per transaction may
result in lower revenues for these activities. Increased foreign and domestic
competition may put pricing pressures on goods sold or imported . Changes in
economic trends, war, and other unforeseen situations or developments may result
because of domestic political pressures. Readers are cautioned not to place
undue reliance on these forward looking statements, which reflect management's
analysis only as of the date hereof.
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
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 others, is ongoing. Initial contact with
these external entities was 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 will be compatible
with the Year 2000 requirements.
RESULTS OF OPERATIONS. Comparison of three-month periods ended March 31,
1999 and 1998. Revenues for the second quarter of the fiscal year of $13,246 are
virtually the same as $10,422 of the prior year. Nine month comparative figures
reflect similar low level revenues due to the continued relatively inactive
state of the company. Release from the Chapter 11 Bankruptcy proceedings has
allowed the Company to seek new sources of revenue and acquisitions that are
expected to build both a capital base, revenues, and profits. The operating
expenses of $ 13,834 reflect final payment of bills incurred to attain legal and
accounting assistance to prepare the documents required for release from Chapter
11 Bankruptcy status as well as other normal expenses. Other expenses remained
virtually the same for the 1999 period as compared with those of 1998.
During the months of October and November with Federal Bankruptcy Court
approval which gave authorization to proceed with the terms of reorganization
under protection of Chapter 11 Bankruptcy debt settlements in the form of minor
amounts of cash or the issue of unrestricted shares of Century stock were made.
On January 4, 1999, the Court acknowledged substantial consumation of the
Joint Plan and closure of the bankruptcy estates. The "Plan", as amended with
debt amounts and settlement terms, is attached herewith along with other
pertinent exhibits.
LIQUIDITY AND CAPITAL RESOURCES. The Corporation has managed to remain
current in its payable accounts due to drastic cost cutting for facilities and
services.
-8-
<PAGE>
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
2 -- Court Order Closing Estates
99 -- Letter to SEC
27 -- Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the period
covered by this report.
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 10, 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 10, 2000
- -------------------------------
Carlton V. Phillips
Treasurer and Director
-9-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
2 Court Order Closing Estates
99 Letter to SEC
JAMES M. LAGANKE P.C.
202 E. Earll, #340
Phoenix, Arizona 85012
(602) 279-6399
FAX (602) 279-5509
James M. LaGanke/SBN 006913
Attorney for the Debtors
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA
In re: ) No. 96-09598-PHX-GBN
)
CENTURY PACIFIC GLOBAL ) Chapter 11 Proceeding
COMMERCE, LTD., )
)
Debtor, )
)
__________________________________) No. 96-00935-PHX-RTB
In re: )
)
) Chapter 11 Proceeding
CENTURY PACIFIC )
CORPORATION, also known as )
CENTURY PACIFIC FINANCIAL ) ORDER CLOSING ESTATES
CORPORATION, )
)
Debtor. )
__________________________________)
Debtors' Joint Plan of Reorganization having been approved and an Order
Confirming Debtors' Plan of Reorganization having been entered on July 22, 1998;
and Affidavits having been filed showing substantial consummation of the steps
taken (including instructions to the transfer agent for the issuance of free
trading stock certificates to the Nevada corporations known as Century Pacific
Global Commerce, Inc., Global I, Inc. and Global II, Inc.) pursuant to the Joint
Plan under ss. 1145 of the Bankruptcy Code; and the Century Pacific debtor
continuing to conduct business as "Century Pacific Financial Corporation", and
this matter having come before the Court on the Objection of the United States
Trustee in connection with the payment of post petition fees to the United
States Trustee's office, and the United States Trustee affirming that the total
fees in the three cases have been fully paid, it is
<PAGE>
ORDERED that the Joint Plan has been substantially consummated; that the
caption be amended as set forth in this Order as to the Century Pacific debtor
to reflect its current dba; that the estates of the debtors are hereby closed
effective Dec. 30, 1998 subject only to the ministerial steps necessary for
completion of the pending issuance of shares of stock pursuant to ss. 1145 of
the Bankruptcy Code to the Nevada corporations formed as Global I, Inc., Global
II, Inc. and Century Pacific Global Commerce, Inc.
Dated this 4th day of January 1999.
/s/ Redfield T. Baum
-----------------------------------
The Honorable Redfield T. Baum
United States Bankruptcy Judge
APPROVED:
/s/ Elizabeth C. Amorosi
- --------------------------------------
Elizabeth C. Amorosi
Attorney for United States Trustee
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 298
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 298
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 298
<CURRENT-LIABILITIES> 507
<BONDS> 0
0
0
<COMMON> 2,010,106
<OTHER-SE> (2,016,404)
<TOTAL-LIABILITY-AND-EQUITY> 298
<SALES> 13,246
<TOTAL-REVENUES> 13,246
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,834
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (588)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (588)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
CENTURY PACIFIC FINANCIAL CORPORATION
1422 N. 44TH STREET, SUITE 211
PHOENIX, AZ 85008
PHONE - 602-267-7007
FAX - 602-267-0373
March 31, 1999
Ms. Sarah D. Moyed
United States Securities and Exchange Commission
Pacific Regional Office
11th Floor
5670 Wilshire Blvd.
Los Angeles, CA 90036-3648
RE: Century Pacific Corporation, renamed Century Pacific Financial Corporation
Bankr. Case No. 96-935-PHX-RTB
Dear Ms. Moyed:
Enclosed herewith are the several pertinent documents regarding the Chapter 11
Bankruptcy of Century Pacific Corporation, subsequently renamed Century Pacific
Financial Corporation.
1. Commencement of Case Notice dated 1/29/96
2. Order Approving Disclosure Statement dated 6/18/98
3. Amended Joint Disclosure Statement dated 6/19/98
4. Ballot for Plan Acceptance filed 6/19/98
5. Order Confirming Joint Plan of Reorganization dated 7/22/98
6. Affidavit of Substantial Completion dated 12/11/98
7. Order Closing Estates dated 1/4/99
Attorney James LaGanke, Esq., has complied as requested for all information to
the U.S. Bankruptcy Court, P.O. Box 34151, Phoenix, AZ 85067-4151, and was
noticed by your office to forward duplicates to your attention.
Sincerely yours,
/s/ Carlton V. Phillips
Carlton V. Phillips, President
Century Pacific Financial Corporation, formerly Century Pacific Corporation
