-----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, TrEEG2VrxcLaxdySlNo5cSdn9RcY+LuoVsCSX/JRW9YLSIjsjwQbkfq8RqpkWTiC pwCrlo6+J9KfQ/nguKqyXA== 0000950147-02-001007.txt : 20020814 0000950147-02-001007.hdr.sgml : 20020814 20020814151933 ACCESSION NUMBER: 0000950147-02-001007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PACIFIC FINANCIAL CORP CENTRAL INDEX KEY: 0000791770 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 860449546 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16075 FILM NUMBER: 02735636 BUSINESS ADDRESS: STREET 1: 1422 N 44TH ST STREET 2: APT 211 CITY: PHOENIX STATE: AZ ZIP: 85008 BUSINESS PHONE: 6022677007 10-Q 1 e-8809.txt QUARTERLY REPORT FOR QTR. ENDED 06/30/2002 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 June 30, 2002 [ ] 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) 1505 E. Weber, Suite 120, Tempe, Arizona 85281 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (480) 966-6115 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 [X] No [ ] (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 June 30, 2002, there were 7,353,356 shares of the registrant's Common Stock outstanding. 1 TABLE OF CONTENTS Page ---- PART I FINANCIAL INFORMATION Item 1 - Financial Statements 3 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. General Business and Accounting Policies 9 2. Stockholders' Equity 11 3. Related Parties Transactions 11 4. Reliance on President 11 5. Purchase Contract 11 6. Segment and Customer Concentration 12 PART III OTHER INFORMATION Item 1 - Signatures 12 Item 2 - Other Information 12 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. 2 Century Pacific Financial Corporation Consolidated Balance Sheet (unaudited) as of June 30, 2002 and Septemter 30, 2001 ASSETS June 30 September 30 2002 2001 --------- --------- CURRENT ASSETS Cash 2,375 49,871 Accounts Receivable 490,460 134,800 Notes Receivable Inventory 234,241 205,405 Tax Benefit Current 64,000 64,000 Prepaid Expenses 26,000 --------- --------- Total Current Assets 791,076 480,076 --------- --------- EQUIPMENT, net 45,132 50,148 --------- --------- OTHER ASSETS Notes Receivable Non-Current 145,646 138,973 Tax Benefit Long Term 723,810 769,937 Deposits 6,800 2,800 --------- --------- Total Other Assets 876,256 911,710 --------- --------- TOTAL ASSETS 1,712,464 1,441,934 ========= ========= The accompanying notes are an integral part of these statements. 3 Century Pacific Financial Corporation Consolidated Balance Sheet (unaudited) as of June 30, 2002 and September 30, 2001 LIABILITIES AND STOCKHOLDERS' EQUITY June 30 September 31 2002 2001 ---------- ---------- CURRENT LIABILITIES Payable 147,928 17,485 Accounts Payable ---------- ---------- Total Current Liabilities 147,928 17,485 ---------- ---------- STOCKHOLDERS' EQUITY Preferred Stock, authorized 5,000,000 shares, par $0.05, no shares outstanding Common Stock, autho 100,000,000 shares of stock, issued and outstanding 51,471,843 and 51,471,843 shares issued and outstanding par value $0.04 per share 294,134 294,134 Additional Paid in Capital 3,771,011 3,771,011 Retained Earnings (Loss) (2,500,609) (2,640,696) ---------- ---------- Total Stockholders' Equity 1,564,536 1,424,449 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,712,464 1,441,934 ========== ========== The accompanying notes are an integral part of these statements. 4 Century Pacific Financial Corporation Consolidated Statement of Operations (unaudited) for the three months ended 6/30/02 and 6/30/01 and the nine months ended 6/30/02 and 6/30/012 3 Months 3 Months 9 Months 9 Months Ended Ended Ended Ended 6/30/02 6/30/01 6/30/02 6/30/01 --------- --------- --------- --------- REVENUE Service Revenue 8,460 24,101 28,981 Equipment Sales 218,075 316,253 860,759 638,380 --------- --------- --------- --------- Total Revenue 218,075 324,713 884,860 667,361 --------- --------- --------- --------- Cost of Goods Sold 127,856 198,670 652,519 368,631 --------- --------- --------- --------- Gross Profit 90,219 126,043 232,341 298,730 --------- --------- --------- --------- Expenses Rent 10,188 15,224 35,166 39,814 Salaries 16,540 7,449 63,545 44,766 Travel 18,685 12,341 41,499 36,392 Depreciation 2,508 2,508 General and Administrative 22,150 35,789 81,335 107,388 --------- --------- --------- --------- Total Expenses 70,071 70,803 226,561 228,360 --------- --------- --------- --------- Income Before Income Taxes 20,148 55,240 186,214 70,370 Provision for Income Taxes 9,593 46,127 --------- --------- --------- --------- Net Income (Loss) 10,555 55,240 140,087 70,370 ========= ========= ========= ========= Basic and fully Diluted Earnings per Common Share a a .019 a --------- --------- --------- --------- Weighted Average Shares 7,353,356 7,353,356 7,353,356 7,353,356 --------- --------- --------- --------- a = less than $0.01 The accompanying notes are an integral part of these notes. 5 Century Pacific Financial Corporation Consolidated Statement of Cash Flow (unaudited) for the nine months ended June 30, 2002 and 2001 9 Months 9 Months Ended Ended 6/30/02 6/30/01 -------- -------- Cash from Operations Net Income (Loss) 140,087 70,370 Changes in Receivables (355,660) 31,186 Changes in Payables 130,443 (462) Depreciation 5,016 Change in Note Receivable (6,673) (6,499) Inventory (28,836) (59,350) Prepaid 26,000 Deposits (4,000) Net Change in Tax Benefit 46,127 Cash from Operations -------- -------- (47,496) 35,245 Cash Used for Investing 35,800 Purchase of Equipment 0 2,500 -------- -------- Cash for Investing 0 38,300 -------- -------- Cash from Financing Note Payable 0 0 -------- -------- Net Change in Cash (47,496) (3,055) Beginning Cash Balance 49,871 3,055 -------- -------- Ending Cash Balance 2,375 0 ======== ======== Significant non cash transactions None The accompanying notes are an integral part of these statements. 6 Century Pacific Financial Corporation Consolidated Statement of Stockholders' Equity (audited) from September 30, 1999 to June 30, 2002
Paid In Retained Stockholders Common Sh. Stock Amt. Capital Earnings Equity ----------- ----------- ----------- ----------- ----------- Balance 9/30/99 7,353,356 294,134 3,771,011 (2,874,776) 1,190,369 Retained Earnings (Loss) 157,899 157,899 ----------- ----------- ----------- ----------- ----------- Balance 9/30/00 7,353,356 294,134 3,771,011 (2,716,877) 1,348,268 Retained Earnings (Loss) 76,181 76,181 ----------- ----------- ----------- ----------- ----------- Balance 9/30/01 7,353,356 294,134 3,771,011 (2,640,696) 1,424,449 Retained Earnings (Loss) 140,087 ----------- ----------- ----------- ----------- ----------- Balance 3/31/02 7,353,356 294,134 3,771,011 (2,500,609) 1,424,449 =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these statements. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following selected data of the Company is qualified by reference to and should be read in conjunction with the consolidated financial statements, including any notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this report. RESULTS OF OPERATIONS. Comparison of three-month periods ended June 30, 2002 and 2001 are contained herein. Revenues for the third quarter of the fiscal year of $218,075.00 are less than the $324,713.00 of the prior year. However, total sales for the first nine months are higher, and total profits are nearly twice that for 2001. The operating expenses of $70,071.00 were normal business expenses. Sales for the third quarter of fiscal year 2002 were slightly lower than normal for this time of the year. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONTINUING AND FUTURE PLAN 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, 2001, Annual Report on Form 10-K. All non-historical information contained in this quarterly report is a forward-looking statement. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause the actual results to differ materially from those reflected in the forward-looking statements. As of April 15, 2002, the Company has reorganized to eliminate all stockbroker operations from its business and shall focus primarily on medical equipment sales and service, and hospital design consultation. A new Board of Directors was selected and plans for aggressively acquiring more medically related busi- nesses has been approved. A private placement to raise at least $1,000,000.00 is planned to be started in the current quarter. As reimbursements to medical services providers in the United States continue to remain low, the demand for reconditioned medical equipment and repairing medical equipment is increas- ing. This factor coupled with an expanding demand for medical equipment world wide leads management to believe this is an area in which the business should be focused at this time. In addition to the sales and service of medical equipment, management plans to use funds derived from future offerings to finance medical equipment. Changes in economic trends, war, and other unforeseen situations or developments may result because of domestic or foreign political pressures. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's plans and analysis as of the date hereof. This Form 10-Q 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. 8 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-Q. 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. 9 CENTURY PACITIC FINANCIAL CORPORATION NOTES TO FINANCIAL STATEMENTS June 30, 2002 and September 30, 2001 (Unaudited) NOTE 1. GENERAL BUSINESS AND ACCOUNTING POLICIES ORGANIZATION AND 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 originally organized to provide financial services. The Company currently has three wholly owned subsidiares, Century Pacific Fidelity Corporation, Global Medical Technologies, Inc., and Century Pacific Investment Management Corp. Century Pacific Fidelity Corporation is totally inactive at this time and is without assets or debts. Century Pacific Investment Corp. is also totally inactive and is also without assets or debts. Global Medical Technologies, Inc. was formed on April 4, 1999 to buy and sell refurbished medical equipment. In May 1996 the Company filed for Bankruptcy, No. 96-09598-PHX-GBN. In 1999 the Company emerged from bankruptcy. See Stockholders' Equity Note for an explanation of the stock issued in order to emerge from bankruptcy. BASIS In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. generally accepted accounting principles. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and financial statements and notes thereto included in the Company's Form 10-K. REVENUE RECOGNITION For the medical equipment sales the company generally recognizes revenue upon shipment. 10 INVENTORY Inventory is stated at the lower of cost (first-in, first-out) or net realizable value. Most medical equipment is bought and sold with little or no refurbishing. When refurbishing is done that actual cost is included in the cost of the inventory. EQUIPMENT AND VEHICLES Equipment and vehicles are depreciated using the straight-line method over the estimated useful lives, which is five years. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. EARNINGS PER SHARE The basic earnings (loss) per share is calculated by dividing the company's net income available to common shareholders 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) available to common shareholders 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. The Company has no potentially dilutive securities outstanding at the end of the staement periods. Therefore, the basic and diluted earnings (loss) per share as presented on the face of the statement of operations is the same number. STOCK BASED COMPENSATION The Company accounts for its stock based compensation based upon provisions in SFAS No. 123, Accounting for Stock-Based Compensation. In this statement stock based compensation is divided into two general categories, based upon who the stock receiver is, namely, employees/directors and non-employees/directors. The employees/directors category is further divided based upon the particular stock issuance plan, namely compensatory and non-compensatory. Each of these divisions treats the stock issuance for accounting purposes in a specific manner. Non employees/directors The security is recorded at its fair value Employees/directors Non-compensatory No security value is booked until the stock is actually paid for Compensatory The Company may select between two methods, compensation is calculated and recorded at the securities' fair value, or intrinsic value The Company has selected to value compensatory securities at their fair value for employee/directors securities. 11 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. Note 2. STOCKHOLDERS' EQUITY During the year 1999 the Company presented a plan to the bankruptcy court in which they would pay for their debts with Company stock. As part of this plan the Company was to issue 18,329,444 shares of stock for its debt. Also the Company purchased inventory to invest into its newly formed subsidiary, Global Medical Technologies, Inc. The Company paid 19,825,505 shares of stock for $200,000 of used medical equipment. The Company did not issue stock options or warrants during the previous three years. The Company has no options or warrants outstanding as of the end of September 30, 2001. Note 3. RELATED PARTIES TRANSACTIONS The Company utilizes as its primary contractor for equipment repair a company, Natural Technologies, Inc. that is owned by a major shareholder. The Company also has a Note Receivable from Natural Technologies for $145,646. The Company has contracted with Natural Technologies to purchase its business (but not the corporation), see Note 5 for details. Note 4. RELIANCE ON PRESIDENT The president of the company is the person who has the experience to buy and sell used medical equipment at a profit. If he were to no longer be able or willing to functin in that capacity the Company would be severely affected. Note 5. PURCHASE CONTRACT The Company has contracted to purchase the medical equipment repair business from Natural Technologies, Inc. The purchase price is $500,000 or shares of restricted common stock at a value of $0.10 per share equal to the $500,000 or unpaid portion thereof. If the purchase were consummated as of September 30, 2001 the additional shares of stock would be calculated as follows. Purchase Price 500,000 Less Note Receivable 9/30/01 138,975 ---------- Net Cash Required 361,025 ---------- Shares Needed at $0.10/share 3,610,250 ---------- If these new shares were to be added to the existing share balance of 7,353,356 the total would be 10,963,614. The new shares would represent 32% of the higher total. Management expects this purchase to be consummated within the next twelve months. However, in the interest of preventing excessive dilution, management has agreed with Natural Technologies, Inc. to wait until the stock is trading and use the trading price to determine the number of shares that shall be issued. 12 Note 6. SEGMENT AND CUSTOMER CONCENTRATION The Company had two areas of business, medical equipment sales and financial services. These two main groupings are separated on the statement of operations. The medical equipment sales can be segmented into US sales and foreign sales. The schedule below shows these segments for the six months ended March 31, 2002. US Sales 49,467 International Sales 840,494 -------- Total Sales 879,558 -------- One international customer accounts for 75% of the total sales. PART III OTHER INFORMATION Item 1. 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 FINANCIAL CORPORATION Dated 6/30/02 By /s/ David Hadley ---------------------------------- David Hadley President and Managing Director 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/ David Hadley 6/30/02 - ---------------------------------- --------- David Hadley President and Director Item 2. Other Information 1. LEGAL PROCEEDINGS NONE 2. CHANGES IN SECURITIES NONE 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NONE 4. EXHIBITS AND REPORTS ON FORM 8-K EXHIBITS: N0NE REPORTS ON FORM 8-K: None Filed 13 -----END PRIVACY-ENHANCED MESSAGE-----