Centennial Growth Equities, Inc.: Form 10-Q

10-Q 1 form10q.htm FORM 10-Q Centennial Growth Equities, Inc.: Form 10-Q - Filed by EDGARhub LLC

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 Quarterly Period Ended March 31, 2021

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

Commission File No.: 0001798456

CENTENNIAL GROWTH EQUITIES INC.

(Exact name of the small business issuer as specified in its charter)

COLORADO	90-0292940
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

11065 East Kilarea Ave. #180

Mesa, Arizona 85209

(Address of principal executive offices)

303-730-7939

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
Emerging growth company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [X] No [ ]

The number of shares of Common Stock, $0.001 par value of the registrant outstanding at May 11, 2021 was 13,203,000.

TABLE OF CONTENTS

		Page No.
PART I.

Item 1. Financial Statements.

	Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 (Unaudited)	3

	Consolidated Statements of Operations for the three months Ended March 31, 2021 and 2020 (Unaudited)	4

	Consolidated Statements of Stockholders’ deficit for the three months Ended March 31, 2021 and 2020 (Unaudited)	5

	Consolidated Statements of Cash Flows for the three months Ended March 31, 2021 and 2020 (Unaudited)	6

	Notes to Unaudited Consolidated Financial Statements	7

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

	Item 3. Quantitative and Qualitative Disclosures About Market Risks.	10

	Item 4. Controls and Procedures	10

PART II.

	Item 1. Legal Proceedings.	11

	Item 1A. Risk Factors.	11

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	11

	Item 3. Defaults Upon Senior Securities.	11

	Item 4. Mine Safety Disclosures.	11

	Item 5. Other Information.	11

	Item 6. Exhibits.	11

EXHIBIT INDEX		12

SIGNATURES		12

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

CENTENNIAL GROWTH EQUITIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

		March 31, 2021			December 31, 2020
ASSETS
Current Assets:
Cash	$	1,357		$	1,611
Total current assets		1,357			1,611
Total Assets	$	1,357		$	1,611

LIABILITIES AND STOCKHOLDERS' DEFICIT

Due to related party – long term		16,018			10,518
Total Liabilities		16,018			10,518

Commitments and contingencies

Stockholders' Deficit:
Preferred Stock par value $0.001, 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common Stock, par value $0.001, 90,000,000 shares authorized; 13,203,000 shares issued and outstanding		13,203			13,203
Additional paid-in capital		114,877			114,877
Accumulated deficit		(142,741	)		(136,987	)
Total Stockholders' Deficit		(14,661	)		(8,907	)
Total Liabilities and Stockholders' Deficit	$	1,357		$	1,611

The accompanying notes are an integral part of these unaudited consolidated financial statements.

CENTENNIAL GROWTH EQUITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		For the Three Months Ended
		March 31,
		2021			2020
Operating Expenses:
General and administrative	$	5,754		$	-
Total operating expenses		5,754			-

Loss from operations		(5,754	)		-

Loss before provision for income taxes		(5,754	)		-
Provision for income taxes		-			-

Net Loss	$	(5,754	)	$	-

Loss per share, basic and diluted	$	(0.00	)	$	-

Weighted average common shares outstanding, basic and diluted		13,203,000			13,203,000

The accompanying notes are an integral part of these unaudited consolidated financial statements.

CENTENNIAL GROWTH EQUITIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(Unaudited)

										Total
	Common Stock				Additional Paid		Accumulated			Stockholders’
	Shares		Amount		in Capital		Deficit			Deficit
Balances as of December 31, 2020	13,203,000	$	13,203	$	114,877	$	(136,987	)	$	(8,907	)
Net loss	-		-		-		(5,754	)		(5,754	)
Balances as of December 31, 2021	13,203,000	$	13,203	$	114,877	$	(142,741	)	$	(14,661	)

										Total
	Common Stock				Additional Paid		Accumulated			Stockholders’
	Shares		Amount		in Capital		Deficit			Deficit
Balances as of December 31, 2019	13,203,000	$	13,203	$	114,877	$	(128,080	)	$	-
Net loss	-		-		-		-			-
Balances as of March 31, 2020	13,203,000	$	13,203	$	114,877	$	(128,080	)	$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

CENTENNIAL GROWTH EQUITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		For the Three Months Ended
		March 31,
		2021			2020
Cash flows from operating activities:
Net Loss	$	(5,754	)	$	-
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:		-			-
Net cash used in operating activities		(5,754	)		-

Cash flows from investing activities:		-			-

Cash flows from financing activities:
Loans from related party		5,500			-
Net cash provided by financing activities		5,500			-

Net increase in cash		(254	)		-

Cash, beginning of period		1,611			-

Cash, end of period	$	1,357		$	-

Supplemental disclosure of cash flow information:
Cash paid for taxes	$	-		$	-
Cash paid for interest	$	-		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

CENTENNIAL GROWTH EQUITIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

NOTE 1 – ORGANIZATION AND OPERATIONS

Centennial Growth Equities, Inc. (the “Company”), was incorporated in the State of Colorado on June 8, 2000. The management is changing the direction of the Company to be a product development and marketing company. The Company is in the process of developing a line of products for camping, travel and emergency, all of which will be marketed under a company logo.

On August 20, 2006, Mr. Phil E. Ray purchased 4,000,000 shares of Common Stock of the Company from Eleece “Patty” Murphy. Venturevest Capital Corporation, a Colorado corporation controlled by Mr. Phil Ray purchased 4,000,000 shares from Jim Piper.

On February 19, 2020, the Company created a subsidiary, Venture Growth Equities, Inc., a Colorado corporation, of which 100 shares of common stock was issued to Centennial Growth Equities, making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.

On February 28, 2020, the Company created a subsidiary, Centennial Ventures, Inc., a Colorado corporation, of which 100 shares of common stock was issued to Centennial Growth Equities, Inc., making it a wholly owned subsidiary of the Company. There has been no activity in the subsidiary.

Mr. Ray was appointed as a Director, Vice President and Secretary Treasurer of the Company and Mrs. Alice Ray, the wife of Mr. Ray, was appointed as a Director of the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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 revenues and expenses during the reporting period. Actual results may differ from those estimates.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Centennial Growth Equities and Centennial Ventures, Inc. There has been no activity in either subsidiary as of March 31, 2021.

Recent accounting pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

As reflected in the unaudited consolidated financial statements, the Company has an accumulated deficit of $142,741 as of March 31, 2021, has no current operations and has generated no income to date. These factors raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through offerings of debt securities, or through borrowings from financial institutions. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company considers all new accounting pronouncements and management has determined that there have been no other recently adopted or issued accounting standards that had or will have a material impact on its financial statements.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2020, Phil Ray, CEO, loaned the Company $10,518. The loan matures and will begin to accrue interest on December 31, 2022.

During the three months ended March 31, 2021, Phil Ray, CEO, loaned the Company $5,500. The loan matures and will begin to accrue interest on December 31, 2023.

NOTE 5 - SUBSEQUENT EVENTS

Management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Business Overview

Centennial Growth Equities, Inc. was incorporated in the State of Colorado on June 6, 2000 for the purpose of conducting business in the area of real estate, including the purchase and sale of all types of real estate, remodeling, building, refurbishing all types of real estate, the development of land for real estate development, the purchase and sale of land assets and to operate a construction business in connection with the above described activities with the extent of the laws of the State of Colorado. Our address is 11069 East Kilarea Ave. #180, Mesa, Arizona 85209. Telephone 303-725-7935.

The management is changing the direction of the Company to be a product development and marketing company. The Company is in the process of developing a line of products for camping, travel and emergency, all of which will be marketed under a company logo.

As a part of the program, the Company is designing a lightweight travel, camping and emergency trailer, which encompasses a number of extra features that will make it unique in the industry.

The trailer, unlike most trailers, is a one-wheel (swivel-wheel) trailer that is versatile, capable of being towed by any size of vehicle, from a large van to a small Volkswagen Bug or other small cars. It is designed to be very different from camper trailers that are presently on the market. Not to be a sleeper trailer, and yet, with the adaption of a specially made tent attachment, can accommodate sleeping arrangements. There will be several different models.

A single wheel trailer is a trailer that has only one wheel supporting it with a rigid attachment to the vehicle. Unlike traditional trailers with a ball pivot, the single swivel wheel trailer always tracks with the tow vehicle, acting more like an extension of the vehicle.

The trailer is usually fitted with a two-power hitch, which is attached to the tow vehicle at a standard Class-III or Class-IV, 2”x2” receiver on the vehicle.

With the swivel wheel, the trailer does not swing from side to side and does not fishtail or jackknife like most trailers. When backing and turning, the trailer stays straight with the tow vehicle and the wheel swivels around to the direction of the motion.

In one model of the trailer, there will be an assortment of emergency type of items such as the following:

1.	Our emergency kit containing 17 very important items for travel, camping and emergency use
2.	First Aid Kit containing 299 items –for camping or emergency or when traveling
3.	Water purifier kit – small and convenient but excellent for camping or emergency or travel
4.	Emergency Reflectors - 3 large reflectors for emergency use
5.	Folding shovel/pick – a small but convenient folding shovel with spade.
6.	Hatchet with saw and fire starter – an important camping and emergency item
7.	Camp Table – lightweight and strong 3’-Fold N Half Aluminum Table
8.	Folding Camp chairs - 2each-lightweight but compact and strong – 2 in each trailer
9.	Portable camp toilet /camping commode – for camping and emergency use
10.	Collapsible Water bucket – for camping and emergency use. Folds to 2” and holds up to 3 gallons
11.	Waterproof folding Toilet Paper Storage Cylinder Case –for keeping toilet paper handy and dry.
12.	Tarp - Large Multi-Purpose, waterproof, heavy duty poly tarp
13.	Portable battery powered shower – This battery powered shower for showering from a bucket of water.
14.	Emergency blankets – a pack of 4 emergency thermal blanks for emergency use
15.	Reusable Emergency Sleeping Bag – A small thermal waterproof survival sleeping bag
16.	Tire repair kit - for the repair of a tire that leaks.
17.	Survival Gear Tube Tent – A compact, lightweight waterproof tent for emergency use.
18.	Duct Tape – a roll of duct tape which can have multiple uses.
19.	Mess Kit – an 11-piece kit with plates, cups, eating utensils and pan.

The Company has researched possible venders for components for the trailer and all items that would be included in the basic model of the trailer.

Critical Accounting Policies, Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Results of Operations for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

As of March 31, 2021, the Company has had no revenue.

Operating expenses primarily consists of costs related to filing the Form 10-K for the Company, including audit and accounting expense and filing fees. For the three months ended March 31, 2021, total operating expenses were $5,754 compared to $0 during the three months ended March 31, 2020.

During the three months ended March 31, 2021, the Company incurred a net loss of $5,754, compared to a net loss of $0 during the three months ended March 31, 2020. The increase in net loss was related to the increase in operating expenses described above.

Liquidity and Capital Resources

As of March 31, 2021, we had a cash balance of $1,357 and $16,018 due to our CEO.

Investing Activities

We neither generated nor used cash in investing activities during the three months ended March 31, 2021 and 2020.

Financing Activities

Cash flows provided by financing activities were $5,500 in loan proceeds from a related party and $0 during the three months ended March 31, 2021 and 2020, respectively.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has limited operations and has an accumulated deficit of $142,741. If the Company cannot fulfill its business plan, the Company may attempt to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended March 31, 2021.

The following aspects of the Company were noted as potential material weaknesses:

● lack of an audit committee

● lack of separation of duties

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

There are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.

Item 1A. Risk Factors.

In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit No.		Description
31.1		Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS*		XBRL Instance Document(1)
101.SCH*		XBRL Taxonomy Extension Schema Document(1)
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document(1)
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document(1)
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document(1)

Signatures

Pursuant to the requirements of Section 13(a) 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 Growth Equities, Inc.

Date: May 13, 2021	By:	/s/ Phil E. Ray
		Phil E. Ray, Chief Executive Officer,
		Chief Financial and Accounting Officer and
		Director