-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WKKvCUry3IyFqknpoXy6aCU3lizrXuRWxc+R339XVcyLE9hLd77up2TfMyypONar pLvk80trGmnCyCCQG9x2OA== 0001000096-99-000265.txt : 19990518 0001000096-99-000265.hdr.sgml : 19990518 ACCESSION NUMBER: 0001000096-99-000265 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENNIAL BANC SHARE CORP CENTRAL INDEX KEY: 0001054303 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 841374481 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-23965 FILM NUMBER: 99625075 BUSINESS ADDRESS: STREET 1: 6970 S HOLLY CIRCLE STREET 2: #105 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3038402000 MAIL ADDRESS: STREET 1: 6970 S HOLLY CIRCLE STREET 2: STE 105 CITY: ENGLEWOOD STATE: CO ZIP: 80112 10QSB 1 FORM 10-QSB SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1O-QSB (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1999. 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 No.0-23965 CENTENNIAL BANC SHARE CORP.. ---------------------------- (Exact name of Registrant as specified in its charter) Colorado 84-1374481 -------- ---------- (State or other (IRS Employer File Number) jurisdiction of incorporation) 6970 South Holly Circle, #105, Englewood, CO 80112 - -------------------------------------------- --------------------- (Address of principal executive offices) (zip code) (303) 840-2000 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) had filed all reports required to be filed by Section 13 or 15(d) of 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 The number of shares outstanding of Registrant's common stock, par value $.0000001 per share, as of May 1, 1999 were 1,149,300 common shares. PART 1 - FINANCIAL INFORMATION ITEM I. Financial Statements See attached financial statements 2
CENTENNIAL BANC SHARE CORPORATION Balance Sheet March 31, 1999 (Unaudited) 1997 --------- --------- ASSETS: - ------- Current Assets: Cash $ 13,145 $ 72,396 Notes Receivables -- 4,700 --------- --------- Total Current Assets 13,145 77,096 Property & Equipment: Net of accumulated depreciation of $2,283 21,579 10,976 for 1999 and $600 for 1998 Other Assets: Deposit 1,828 1,828 --------- --------- TOTAL ASSETS $ 36,552 $ 89,900 ========= ========= LIABILITIES AND EQUITY - ---------------------- Current Liabilities: Accounts payable $ -- $ 2,508 Accrued Expenses 1,271 6,556 Notes Payable -- 35,007 --------- --------- Total Current Liabilities 1,271 44,071 Stockholder's Equity: Preferred stock, $.0000001 Par Value 1,000,000 Shares Authorized. None Issued -- -- Common stock, $.0000001 Par Value 50,000,000 Shares Authorized, 1,165,965 were issued and outstanding as of March 31, 1999, 1 1 1,147,500 were issued and outstanding as of March 31, 1998 Additional Paid-In Cash 123,057 110,510 Retained Earnings (Deficit) (87,777) (64,682) --------- --------- TOTAL STOCKHOLDERS' EQUITY 35,281 45,829 --------- --------- TOTAL LIABILITIES & STOCKHOLDER'S EQUITY: $ 36,552 $ 89,900 ========= ========= 3
CENTENNIAL BANC SHARE CORPORATION Statement of Operations Three months Three months ended ended March 31, 1999 March 31, 1998 (Unaudited) (Unaudited) ----------- ----------- REVENUE: Brokerage Fees $ 82,232 $ 22,872 Interest Income 401 -- Stonecreek/MSK Loan Fees 152,416 -- Miscellaneous Income 3,120 1,202 ----------- ----------- Total Revenue $ 238,169 $ 24,074 ----------- ----------- OPERATING EXPENSES: Salary & Wages 19,063 6,614 Payroll Taxes 4,527 1,985 Bonus -- 5,000 Advertising 6,620 3,714 Marketing -- 5,829 Telemarketing 5,462 2,666 Contract Labor -- 6,729 Office Expenses -- 7,234 Professional Fees 11,050 8,911 Maintenance & Repairs -- 2,400 Legal & Audit Fees 4,868 -- Office Supplies 714 460 Equipment Lease 1,460 1,123 Equipment Repairs 100 -- Internet Expense 1,801 -- Rent 3,891 5,483 Telephone 2,173 2,711 Dues & Subscriptions -- 1,600 Travel 164 2,804 Meals & Entertainment -- 3,603 Postage 63 503 Printing -- 1,215 Appraisal Fees 5,940 4,254 Credit Reports 362 720 Loan Originator Fees 47,534 -- Stonecreek Loan Expenses 122,983 -- Processing Fees 2,484 600 Charitable Contributions -- 105 Bank Charges 11 969 Loan Expense -- 1,944 Interest Expense 2,356 1,279 Payroll Expenses 8,276 110 Licenses -- 1,240 Miscellaneous Expense 795 1,471 Depreciation Expense -- 400 ----------- ----------- Total Operating Expenses 252,697 83,676 ----------- ----------- NET DEFICIT $ (14,528) $ (59,602) =========== =========== NET LOSS PER COMMON STOCK (0.01) (0.05) ----------- ----------- WEIGHTED AVERAGE SHARES OUTSTANDING 1,112,625 1,111,192 ----------- ----------- 4
CENTENNIAL BANC SHARE CORPORATION STOCKHOLDER'S EQUITY Additional Retained Total COMMON STOCKS Paid-In Earnings Stockholder's Shares Amount Capital (Deficit) Equity ------ ------ ------- ------- ------ Issuance of Stock for Cash & Services 1,147,500 1 108,510 -- 108,511 Net Deficit 12/31/97 (3,080) (3,080) ---------- ---------- -------------------------------------- Balance December 31, 1997 1,147,500 1 108,510 (3,080) 105,431 ========== ========== ====================================== Feb, 1998 Issuance of Stock for Cash 4,300 -- 10,750 -- 10,750 May, 1998 Cancelled Stock (2,500) -- (6,250) -- (6,250) July, 1998 Issuance of Stock for Cash 16,665 -- 24,998 24,998 Net Deficit 12/31/98 -- (67,566) (67,566) ---------- ---------- -------------------------------------- Balance December 31, 1998 1,165,965 1 $ 138,008 $ (70,646) $ 67,363 ========== ========== ====================================== Net Deficit 3/31/99 -- -- -- (14,528) (14,528) ---------- ---------- -------------------------------------- 1,165,965 1 $ 138,008 $ (85,174) $ 52,835 ========== ========== ======================================
5 CENTENNIAL BANC SHARE CORPORATION Statement of Cash Flow For the Year Ended December 31, 1998 With Comparative Totals for December 31, 1998 Three months Three months ended ended March 31, 1999 March 31, 1998 (Unaudited) (Unaudited) ----------- ----------- Cash Flows from Operating Activities: Net Income (Loss) $ (14,528) $ (59,062) Depreciation 2,283 400 Changes in Assets & Liabilities: Notes Receivable 4,700 (4,700) Certificate of Deposits (65,000) (65,000) Deposits -- 27,132 Accounts Payable (2,508) 1,984 Notes Payable (35,007) 825 Accrued Expenses 5,285 2,826 --------- --------- Net Cash Provided by Operating Activities (104,775) (95,595) Cash Flows Used for Investing Activities: Capital Expenditures (5,720) (8,102) --------- --------- Net Cash Used for Investing Activities (5,720) (8,102) Cash Flows from Financing Activities: Issuance of Common Stocks 12,547 -- --------- --------- Net Cash Provided by Financing 12,547 -- Net Increase in Cash & Cash Equivalents (97,948) (103,697) Cash & Cash Equivalents at Beginning of Period 111,093 111,093 --------- --------- Cash & Cash Equivalents at End of Period $ 13,145 $ 7,396 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid During the Year for: Interest 2,356 1,279 Income Taxes -- -- ========= ========= 6 ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The Company has had operational activity and has generated revenues to date. However, the Company does not have an extensive history of operations and is marginally unprofitable. The Company's primary activity for the coming fiscal year will be to internally expand its business by processing increasing amounts of mortgage banking business. The Company plans to work with its established contacts and to attempt to develop new contacts to increase its business. As in the past, the Company plans to concentrate its activities in Colorado and particularly in the Denver and Colorado Springs Metropolitan areas. As the Company expands, it will focus next on markets within the Rocky Mountain states. The Company collects loan fees for acting as the broker under oral agreements with non-affiliate loan originators. The Company principally utilizes such non-affiliate loan originators for its operations and currently employs only two persons, each of whom coordinate the relationships with these non-affiliate loan originators. Contract labor is a substantial part of the Company's planned operations. The principal variable in the Company's operation is also contract labor, which represents fees paid to third party loan originators for developing loans. Such contract labor is subject to fluctuation, based upon the loan activity within a given period. However, this cost is not fixed and is directly related to the successful placement of loans and the resultant generation of revenue for the Company. The Company's fixed expenses run approximately $8,000 per month. Such costs are not expected to materially increase in the foreseeable future as the Company's business increases. The Company believes that it is meeting its fixed expenses as of the date hereof. Within six months from the date hereof, the Company believes that it will begin to generate a modest profit and will thereafter be profitable. The extent of the Company's profitability cannot be ascertained at this point. The Company also plans, as a secondary matter, to search for and to identify potential acquisition candidates in businesses related to or compatible with the Company's core business of mortgage banking. Because the Company has limited capital, any such acquisition would most likely result in a change of control of the Company. As of the date hereof, the Company has not engaged in any preliminary efforts intended to identify such possible potential acquisition candidates and has neither conducted negotiations nor entered into a letter of intent concerning any such candidates. 7 The principal criteria for evaluating such acquisitions which the Company may engage in will be the amount of investment required by the Company, the degree of risk to the Company, the potential return on investment to the Company, the Company's expertise in each situation and the expertise and reliability of the acquiree in any such situation. Liquidity and Capital Resources Management feels that the Company has inadequate working capital to pursue most of its business opportunities other than to internally expand the operations of its existing offices or to effect an acquisition with third parties. The Company's capital requirements for the foreseeable future will be supplied through internally generated profits, if any, and borrowings. The opening of additional offices will require a substantial infusion of capital, which the Company feels can only be accomplished by additional equity financing through either a public or private offering, or both. The Company does not intend to pay dividends in the foreseeable future. PART II- OTHER INFORMATION ITEM 1. Legal Proceedings No legal proceedings of a material nature to which the Company is a party were pending during the reporting period, and the Company knows of no legal proceedings of a material nature pending or threatened or judgments entered against any director or officer of the Company in his capacity as such. ITEM 2. Changes in Securities. None. ITEM 3. Defaults upon Senior Securities. None. ITEM 4. Submission of Matters to a Vote of Security Holders. None ITEM 5. Other Information. None. ITEM 6. Exhibits and Reports on Form 8-K. No exhibits as set forth in Regulation S-K are considered necessary in this lO-QSB filing. No reports on Form 8-K were filed as of the most recent fiscal quarter. 8 SIGNATURES In accordance with 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. CENTENNIAL BANC SHARE CORP. Dated: May 12, 1999 By: /s/ J. Dean Burden -------------------------------------- J. Dean Burden President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Dated: May 12, 1999 By: /s/ J. Dean Burden -------------------------------------- J. Dean Burden Director Dated: May 12, 1999 By: /s/ Richard Shreck -------------------------------------- Richard Shreck Director EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1998 JAN-01-1999 MAR-31-1999 13,145 0 0 0 1,828 14,973 23,862 2,283 36,552 1,271 0 0 0 123,058 (87,777) 36,552 234,648 238,169 252,697 252,697 0 0 2,356 (14,528) 0 (14,528) 0 0 0 (14,528) (.01) 0 Prepaid Expenses
-----END PRIVACY-ENHANCED MESSAGE-----