-----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, OqoN3ivCnmoYpSclpJW9Gl3Uhw2OXLbPv9arEzgTOMhetXxjvQdszbCgRlNx8vaJ xpvPbcmhkYw4/VdMs07XIA== 0000950147-03-000243.txt : 20030219 0000950147-03-000243.hdr.sgml : 20030219 20030219170627 ACCESSION NUMBER: 0000950147-03-000243 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030219 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: 03573252 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-9632.txt QUARTERLY REPORT FOR THE QTR ENDED 12/31/2002 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 December 31, 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 December 31, 2002, there were 7,353,356 shares of the registrant's Common Stock outstanding. 1 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 December 31, 2002 and September 30, 2002 ASSETS December 31 September 30 2002 2002 ---------- ---------- CURRENT ASSETS Cash 6,425 3,084 Receivables, net 500,784 462,295 Inventory 233,430 257,205 Current Tax Benefit 64,000 64,000 Prepaid Expenses 9,827 4,827 ---------- ---------- Total Current Assets 814,466 791,411 ---------- ---------- EQUIPMENT, net 61,817 57,783 ---------- ---------- OTHER ASSETS Investments 509,200 500,000 Long Term Tax Benefit 711,186 715,761 Deposits 7,800 7,800 ---------- ---------- Total Other Assets 1,228,186 1,223,561 ---------- ---------- TOTAL ASSETS 2,104,469 2,072,755 ---------- ---------- The accompanying notes are an integral part of these statements. 3 Century Pacific Financial Corporation Consolidated Balance Sheet (unaudited) as of December 31, 2002 and 2001 LIABILITIES AND STOCKHOLDERS' EQUITY 12/31/02 12/31/01 ---------- ---------- CURRENT LIABILITIES Accounts Payables 128,220 153,583 Business Purchase 294,600 294,600 Notes Payable 109,000 85,000 Income Tax payable 19,017 12,314 ---------- ---------- Total Current Liabilities 527,143 545,497 ---------- ---------- STOCKHOLDERS' EQUITY Preferred Stock, authorized 5,000,000 shares, par $0.05, no shares outstanding Common Stock, authorized 100,000,000 shares of stock, issued and outstanding 7,353,356 and 7,353,356 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) (2,511,513) (2,537,887) ---------- ---------- Total Stockholders' Equity 1,553,632 1,527,258 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 2,104,469 2,072,755 ---------- ---------- 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 December 31, 2002 and 2002 3 mths ended 3 mths ended 12/31/02 12/31/01 ---------- ---------- Revenue Equipment Sales 295,374 99,929 Service Revenue 0 8,657 ---------- ---------- Total Revenue 295,374 108,586 ---------- ---------- Cost of Goods Sold 126,266 84,794 Expenses Rent 18,089 12,280 Compensation 8,473 28,595 Travel 11,779 15,326 Depreciation 4,273 1,800 General and Administrative 93,417 27,967 ---------- ---------- Total Expenses 136,031 85,968 ---------- ---------- Income before Income Taxes 33,077 (62,176) ---------- ---------- Provision for Income Taxes 6,703 0 ---------- ---------- Net Income (Loss) 26,374 (62,176) ---------- ---------- Basic Earnings per Share a (0.01) ---------- ---------- Weighted Average Number of Shares 7,353,356 7,353,356 ---------- ---------- Diluted Earnings per Share a (0.01) ---------- ---------- Weighted Average Number of Shares 10,299,356 10,299,356 ---------- ---------- a = less than $.01. The accompanying notes are an integral part of these notes. 5 Century Pacific Financial Corporation Consolidated Statement of Cash Flow (unaudited) for the three months ended December 31, 2002 and 2001 3 Months 3 Months Ended Ended 12/31/02 12/31/01 ---------- ---------- Cash from Operations Net Income(Loss) 26,374 (62,176) Changes in Receivables (38,489) (1,799) Changes in Payables (18,660) (517) Depreciation 4,273 1,800 Inventory 23,775 (6,941) Prepaid Expense (5,000) (800) Net Change in Tax Benefit 4,575 0 ---------- ---------- Cash from Operations (3,152) (70,433) ---------- ---------- Cash Used for Investing Purchase of Investments 9,200 0 Purchase of Equipment 8,300 0 ---------- ---------- Cash for Investing 17,507 0 ---------- ---------- Cash from Financing Note Payable 24,000 0 ---------- ---------- Cash from Financing 24,000 0 ---------- ---------- Net Change in Cash 3,341 (70,433) Beginning Cash Balance 3,084 49,871 ---------- ---------- Ending Cash Balance 6,425 (20,562) ---------- ---------- Significant non cash transactions None Additional Disclosures Year 2002 Interest paid $0, Taxes paid $5,000 Year 2001 Interest paid $0, Taxes paid $8,529 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 December 31, 2002
Common Stock Paid In Retained Total Shares Amount 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) 102,809 102,809 ---------- ---------- ---------- ---------- ---------- Balance 9/30/02 7,353,356 294,134 3,771,011 (2,537,887) 1,527,258 Retained Earnings (Loss) 26,374 26,374 ---------- ---------- ---------- ---------- ---------- Balance 12/31/02 7,353,356 294,134 3,771,011 (2,511,513) 1,553,632 ---------- ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these statements. 7 CENTURY PACIFIC FINANCIAL CORPORATION NOTES TO FINANCIAL STATEMENTS 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 two wholly owned subsidiaries, Century Pacific Fidelity Corporation and Global Medical Technologies, Inc. Century Pacific Fidelity Corporation is totally inactive at this time and is without assets or debts. Global Medical Technologies, Inc. was formed on April 4, 1999 to buy and sell refurbished medical equipment. See Note 2 for more information on this active subsidiary. Basis The financial statements are prepared following accounting principles generally accepted in the United States of America. Revenue Recognition For the medical equipment sales the revenue is recognized upon shipment, FOB destination for equipment delivered by the Company and FOB shipping point for shipments made through common carrier. For the financial services, revenue is recognized when the service is rendered. Accounts Receivable The detail of Accounts Receivable is listed below. 12/31/02 9/30/02 ---------- ---------- Gross Accounts Receivable 511,004 471,730 Allowance for Doubtful Accounts (10,220) (9,435) ---------- ---------- Net Amount 500,784 462,295 ---------- ---------- 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 costs is included in the cost of the inventory. Inventory at December 31, 2002 and September 30, 2002 consists of the following: 12/31/02 9/30/02 ---------- ---------- $ 232,430 $ 257,205 Equipment and Vehicles Equipment and vehicles are depreciated using the straight-line method over the estimated useful lives, which is five years. Fixed assets at December 31, 2002 and September 30, 2002 consist of the following: 12/31/02 9/30/02 ---------- ---------- Furniture and Fixtures 8,307 Office Equipment 27,780 27,280 Vehicles, Forklift 54,713 54,713 Less: Accumulated depreciation (29,203) (24,930) ---------- ---------- $ 61,817 $ 54,713 ========== ========== 8 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. As of September 30, 2002 the Company had finalized a purchase made and approved while emerging from bankruptcy. This purchase as of the end of the current year allowed for the conversion of debt of $294,600 to common stock at $0.10 per share. This conversion rate was set by and approved by the bankruptcy court. If the current debt of $294,600 were converted to common stock at the rate of $0.10 per share and these new shares of 2,946,000 were to be added to the existing share balance of 7,353,356, the total would be 10,913,626. The new shares would represent 33% of the higher total. Management expects this conversion to be consummated within the next twelve months. Share balance prior to conversion of debt 7,353,356 Conversion of shares described above 2,946,000 ---------- Fully Diluted share total 10,299,356 ---------- Stock Based Compensation The Company accounts for its stock based compensation based upon provisions in SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION and as amended by SFAS No. 148. 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. The employees/directors category is further divided based upon the particular stock issuance plan, namely compensatory and non-compensatory. The employee/directors non-compensatory securities are recorded at the sales price when the stock is sold. The compensatory stock may be recorded in one of two different methods, either the fair value or intrinsic value. The Company has selected to utilize the fair value method for valuing and recording options. 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. Advertising Advertising costs are expensed as incurred. Advertising expense totaled $336 for the quarter ended December 31, 2002 and $0 for the quarter ended December 31, 2001. NOTE 2. STOCKHOLDERS' EQUITY 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, 2002 except for the convertible debt mentioned in connection with the company purchase. In June 2002 the Company had a 7 to 1 reverse stock split. This reverse stock split has been retroactively applied to all years shown on the financial statements. 9 NOTE 3. INCOME TAXES: The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the current tax rates in effect when these differences are expected to reverse. The components of deferred taxes assets at year-ends September 30 are as follows: 2002 2001 2000 --------- --------- --------- Accounts Receivable Reserve (3,019) Tax effect of net operating losses 776,801 827,958 869,718 General business credits 5,979 5,979 5,979 --------- --------- --------- Net Deferred Tax Asset 779,761 833,937 875,697 --------- --------- --------- The estimated federal Net Operating Loss carry-forwards for the Company and the corresponding expiration dates are listed below as of September 30, 2002. Amount Last year --------- --------- Amount available from year 1991 493,179 2006 Amount available from year 1992 1,205,511 2007 Amount available from year 1993 626,560 2008 Amount available from year 1994 80,024 2009 Amount available from year 1995 20,249 2010 Amount available from year 1996 1,593 2011 Amount available from year 1998 387 2018 --------- Total NOL as of 9/30/2002 2,427,503 --------- The provision for income taxes was calculated as follows. 9/30/02 9/30/01 9/30/00 --------- --------- --------- Net change in the deferred tax benefit 54,176 41,760 4,668 Current taxes payable (state income taxes) 12,315 9,682 3,498 --------- --------- --------- Provision for Income Taxes 66,491 50,442 8,166 --------- --------- --------- NOTE 4. CONTINGENCIES AND COMMITMENTS The Company's medical equipment offices and warehouse have a future lease expense illustrated below. Year 1 Year 2 Year 3 Year 4 Year 5 ------ ------ ------ ------ ------ Real Estate Leases 52,188 30,000 30,000 0 0 NOTE 5. RELATED PARTIES TRANSACTIONS The Company utilizes as its primary contractor for equipment repair a company, Natural Technologies, Inc. that is principally owned by a major shareholder of the Company. Natural Technologies also has the ability to purchase an additional 2,946,000 shares at $0.10 per shares. The Company shares office space with Natural Technologies, Inc. 10 Note 6. 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 function in that capacity the Company would be severely affected. Note 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS Below is a listing of the most recent accounting standards SFAS 142-147 and their effect on the Company. SFAS 142 Goodwill and Other Intangibles Assets This Statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB 17. It addresses how intangible assets that are acquired individually or with a group (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. The effective date for this Statement is December 15, 2001. SFAS 143 Accounting for Asset Retirement Obligations This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement applies to all entities. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of leases. This Statement amends SFAS 19. The effective date for this Statement is June 15, 2002. SFAS 144 Accounting for the Impairment or Disposal of Long-Lived Assets This Statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS 121, the accounting and reporting provisions of APB 30 and amends ARB 51. The effective date of this Statement is December 15, 2001. SFAS 145 Extra-ordinary item classification, Sale-lease-back classification This statement rescinds SFAS 4, 44 and 64 and reinstates APB 30 as the standard for the classification of gains and losses of the extinguishment of debt as an operating lease be accounted for under the sale-lease-back provisions of SFAS 98. The effective date of this statement is May 15, 2002. SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities This statement requires companies to recognize costs associated with exit or disposal activities, other than SFAS 143 costs, when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of these costs are lease termination costs, employee severance costs associated with restructuring, discontinued operation, plant closing, or other exit or disposal activity. This statement is effective after December 15, 2002. SFAS 147 Acquisitions of Certain Financial Institutions - an amendment of FASB Statement No. 72 and 144 and FASB Interpretation No. 9 This statement makes the acquisition of financial institutions come under the statements 141 and 142 instead of statement 72, 144 and FASB Interpretation No. 9. This statement is applicable for acquisition on or after October 1, 2002. SFAS 148 This Statement amends FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The adoption of these new Statements is not expected to have a material effect on the Company's financial position, results or operations, or cash flows. 11 NOTE 8. PURCHASE CONTRACT The Company has contracted to purchase the medical equipment sales business from Natural Technologies, Inc. as part of its plan to end bankruptcy proceedings. The purchase price was $500,000. This price was set by the bankruptcy court and agreed upon by all parties. The $500,000 could be paid with cash, common stock or a combination thereof. The common stock was valued at $0.10 per share if the debt was to be paid by common stock. Throughout the previous two years, the Company has been making payments toward this purchase. During the last quarter of the current year ended September 30, 2002, as reported earlier, this transaction was finalized. Total Purchase Price 500,000 Amount Paid Previously 205,400 ------- Remainder Amount Owed 294,600 ------- If the current debt of $294,600 were converted to common stock at the rate of $0.10 per share and these new shares of 2,946,000 were to be added to the existing share balance of 7,353,356, the total would be 10,299,356. The new shares would represent 29% of the higher total. Management expects this conversion to be consummated within the next twelve months. NOTE 9. CONCENTRATION OF BUSINESS Of the total sales for the year ended 9/30/02, one customer represented 55% of the total sales revenue, which was $696,640 sales of the total of $1,267,070, see Subsequent Events below. For the quarter ended 12/31/02 one client (different than the one for the year ended 9/30/02), accounted for approximately 50% of the sales revenue. NOTE 10. SEGMENT INFORMATION Segment information is presented in accordance with SFAS 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. This standard is based on a management approach, which requires segmentation based upon the Company's internal organization and disclosure of revenue based upon internal accounting methods. Currently management divides revenue into two categories, sales of equipment and financial services. These two categories are shown on the face of the statement of operations. NOTE 11. SUBSEQUENT EVENTS A hospital customer in Cancun, Mexico which purchased a large portion of the Company's products during the previous year is experiencing financial difficulties. They currently owe the Company $293,909. They will either pay their receivable of $293,909 or the Company will reclaim the equipment and resell it to other interested parties. The Company maintains a titled interest in the equipment and repossession can be facilitated without difficulty. A decision should be made within 60 days as to the disposition of this receivable. The retail value of this equipment new is in excess of $1,200,000. The resale value as used equipment is negotiated on a per customer basis, but management expects it would easily resell locally for more than the amount owed. However, there is the possibility that the Company cannot resale the equipment and will suffer a loss of all or part of this receivable. 12 Item 2. Management's Discussion and Analysis of Financial Condition and 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 December 31, 2002 and 2001 are contained herein. Revenues for the first quarter of the fiscal year of $297,075 are higher than the $108,586 of the prior year. This represents a 172% increase over the same period of the previous year. The increase was to do obtaining of a large hospital client in Cabo San Lucas, Mexico, which contributed 50% of the sales for the quarter. Gross profit percentage was 57.2% for quarter ended 12/31/02 and 21.9% for the quarter ended 12/31/01. The operating expenses were normal business expenses for this period. The Company had closed operations for two weeks to allow the employees time off for the holidays, however, there was no reduction in revenue. Expenses for the quarter was 46% of sales for 12/31/02 and 79% for 12/31/01. The operating expenses did not increase proportional to sales, but just increased slightly. This was due to the nature of our distribution business. 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, 2002, 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 has focused primarily on medical equipment sales and service, and hospital design consultation. A new Board of Directors and plans for aggressively acquiring more medically related businesses has been approved. A private placement to raise at least $4,500,000 is planned to be started in the second quarter. As reimbursements to healthcare providers in the United States continue to remain low, the demand for reconditioned medical equipment and repairing medical equipment is increasing. 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 sales 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. The Company currently has a very large receivable with Amerimed Hospitals that may be converted to equity in the Cancun Hospital in the event that Amerimed management is unable to obtain financing by the middle of February 2003. Should the Company receive equity in exchange for the debt, there will likely be a substantial gain to the assets on our balance sheet, however, we will experience a reduction in receivables of $295,000.00. This will affect cash flow, and cause the Company to become a more active participant in the operations of a Hospital in Cancun. Management believes there is sufficient potential for future benefit by making this transaction that it has designated that a portion of the capital raised from its' private placement be used to improve the hospital. Should negotiations with Amerimed prove to be unsatisfactory to our management, we may elect to take back all the equipment and resell it to another hospital. Although we expect that we would achieve a financial gain by recovering the equipment and reselling it to other clients, we would have to close down a functioning hospital and may encounter some legal battles in the process. It is also possible that we may not be able to sell all the equipment and may even lose money; therefore we are pursuing the equity option first. We have a verbal agreement to obtain a significant portion of the hospital ownership, and should have an agreement finalized and signed before the end of March 2003 13 LIQUIDITY AND CAPITAL RESOURCES The Company's operations are conducted through its wholly owned subsidiary, Global Medical Technologies, Inc. The liquidity requirements of the Company consist primarily of the operating cash requirements of Global Medical. Global Medical's operating cash requirements consist principally of working capital requirements. The Company believes that cash flow from operating activities will be adequate to meet its liquidity requirements if no growth were contemplated. However, with the planned growth as described in the preceding paragraphs cash flow generated from operations will not be enough. Management is planning a private placement to raise approximately $4,500,000 during the next two quarters. These additional funds will be used to finance the growth. FORWARD LOOKING STATEMENTS 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. 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 affect 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. 14 PART III OTHER INFORMATION 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 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 12/31/02 By /s/ David Hadley ------------------------------------- David Hadley President, 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 12/31/02 - ----------------------------- -------- David Hadley President and Director 15 EX-99.1 3 ex99-1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 99.1 WRITTEN CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER Solely for the purposes of complying with Exchange Act Rules 13a-14 and 15d-14 adopted by the Securities and Exchange Commission, I, the undersigned Chief Executive Officer of Century Pacific Financial Corporation (the "Company") and a member of its Board of Directors, hereby certify, based on my knowledge, 1. I have reviewed this quarterly report on Form 10-QSB of Century Pacific Financial Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitles, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer's and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 18, 2003 /s/ David L. Hadley ---------------------------------------- David L. Hadley Chief Executive Officer and Director EX-99.2 4 ex99-2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 99.2 WRITTEN CERTIFICATION OF THE CHIEF FINANCIAL OFFICER Solely for the purposes of complying with Exchange Act Rules 13a-14 and 15d-14 adopted by the Securities and Exchange Commission, I, the undersigned Chief Financial Officer of Century Pacific Financial Corporation (the "Company") and a member of the Board of Directors, hereby certify, based on my knowledge, 1. I have reviewed this quarterly report on Form 10-QSB of Century Pacific Financial Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitles, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer's and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 18, 2003 /s/ Syed M. Hug ---------------------------------------- Syed M. Huq Chief Financial Officer and Director EX-99.3 5 ex99-3.txt CERTIFICATION OF AN OFFICER EXHIBIT 99.3 WRITTEN CERTIFICATION OF AN OFFICER Solely for the purposes of complying with Exchange Act Rules 13a-14 and 15d-14 adopted by the Securities and Exchange Commission, I Pamela Mairel, the undersigned Officer of Century Pacific Financial Corporation (the "Company"), hereby certify, based on my knowledge, 1. I have reviewed this quarterly report on Form 10-QSB of Century Pacific Financial Corporation. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers' and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitles, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers' and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 18, 2003 /s/ Pamela Mairel ---------------------------------------- Pamela Mairel Corporate Operations Officer -----END PRIVACY-ENHANCED MESSAGE-----