-----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, SS81wFGV7o60Qlx7aeDncL0xa2YSXUAkPrxuFq7fVs0MwzhL1BLcMhewxcmTRat/ QtbI9Rm6PiXjHUPULXtpFQ== 0000950147-00-000050.txt : 20000202 0000950147-00-000050.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950147-00-000050 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 20000113 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: SEC FILE NUMBER: 000-16075 FILM NUMBER: 506747 BUSINESS ADDRESS: STREET 1: 1422 N 44TH ST STREET 2: APT 211 CITY: PHOENIX STATE: AZ ZIP: 85008 BUSINESS PHONE: 6022677007 10-Q 1 QTRLY REPORT FOR THE QUARTER ENDED 12-31-98 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, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________ Commission File Number: 0-16075 CENTURY PACIFIC FINANCIAL CORPORATION -------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 86-0449546 - ------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 1422 N. 44th Street, Suite 211, Phoenix, AZ 85008 - ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (602) 267-7007 Check whether the Issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [ ] No [X] (2) Yes [X] No [ ] State the number of shares outstanding of each of the Issuer's classes of common equity as of the latest practicable date: At December 31, 1998, there were 51,469,842 shares of the registrant's Common Stock outstanding. TABLE OF CONTENTS Page ---- PART I ITEM 1 - FINANCIAL STATEMENTS ........................................... 3 Condensed Consolidated Balance Sheets for 3 Months Ended December 31,..................................................... 4 Condensed Consolidated Statement of Operations for 3 Months Ended December 31,..................................................... 5 Consolidated Statements of Cash Flows for 3 Months Ended December 31,..................................................... 6 Notes to Condensed Consolidated Financial Statements ................ 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................ 8 PART II ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ............................... 9 SIGNATURES ................................................................ 9 -2- PART I ITEM 1. FINANCIAL STATEMENTS The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's most recent report on Form 10-K. -3- CENTURY PACIFIC FINANCIAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) December 31, ------------------------------ 1998 1997 ----------- ----------- ASSETS Current Assets Cash $ 907 $ (21) ----------- ----------- Total Assets $ 907 $ (21) ----------- ----------- LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $ -- $ 508,011 Notes Payable Accrued Liabilities 529 186 Other Liabilities ----------- ----------- Total Current Liabilities $ 529 $ 508,468 ----------- ----------- Stockholders' Equity Common Stock $ 2,010,106 $ 532,676 Capital 1,346,106 2,823,535 Retained Earnings (3,356,522) (3,865,145) Net Income 665 66 ----------- ----------- Total Stockholders' Equity $ 355 $ 508,468 ----------- ----------- Total Liabilities & Stockholders Equity $ 907 $ 21 =========== =========== -4- CENTURY PACIFIC FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) For 3 Months Ended December 31, ------------------------------- 1998 1997 ------- ------- REVENUES Financial Services $12,091 $10,793 ------- ------- Total Revenues $12,091 $10,793 ------- ------- EXPENSES Accounting $ 426 $ 194 Office 133 122 Advertising 454 1,163 Maintenance/Repair 200 200 Postage 128 69 Rent 2,558 2,562 Storage 244 265 Telephone 1,158 1,532 Payroll Taxes 50 184 Salaries, Employees 3,696 3,696 Other 2,066 740 Insurance 63 -- Dues, Subscriptions, License, Fees 250 -- ------- ------- Total Expenses $11,426 $10,726 ------- ------- Earnings before Income Taxes $ 665 $ 66 ------- ------- Provisions for Income Taxes 0 0 ------- ------- Net Earnings $ 665 $ 66 ======= ======= Net Earnings Per Share $ 0 $ 0 ======= ======= -5- CENTURY PACIFIC FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For 3 Months Ended December 31, ------------------------------- 1998 1997 ------- ------- Cash From Operations Net Income $ 665 $ 66 --------- ------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Accounts Payable $(508,648) $ -- FWT Payable 246 93 FICA 229 80 Medicare 54 19 SWT Payable 25 (5) Other 0 0 --------- ------- Total Adjustments $(508,094) $ 186 --------- ------- Net Cash Provided by Operations $ 507,429 $ 253 --------- ------- Cash from Investing Activity $ 0 $ 0 Cash from Financing Activity $ 0 $ 0 --------- ------- Net Increase (Decrease) in Cash $ 500,877 $ 186 Cash Balance at End of Period $ 907 $ (21) --------- ------- Beginning Cash Balance $ 286 $ 274 --------- ------- Net Increase (Decrease) in Cash $ 1,193 $ (253) ========= ======= -6- CENTURY PACIFIC FINANCIAL CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS BASIS OF PRESENTATION. The consolidated financial statements include the accounts of Century Pacific Financial Corporation and its subsidiaries. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, primarily eliminations of all significant intercompany transactions and accounts) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain financial statement items from the prior year may have been reclassified to be consistent with the current year financial statement presentation. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the related disclosures contained in the Company's Annual Report of Form 10-K for the year ended September 30, 1998, filed with the Securities and Exchange Commission. The results of operations for the three months ended December 31, 1998, are not necessarily indicative of the results to be expected for the full fiscal year. CONDENSED FINANCIAL STATEMENTS. The unaudited condensed consolidated financial information contained in this report reflects all adjustments (consisting of normal recurring accruals) considered necessary, in the opinion of management, for a fair presentation of results for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's 10-K F.Y. dated September 30, 1998, Annual Report on form 10-K. The results of operations for periods ended December 31, 1998, are not necessarily indicative of operations for the full year. STOCK OPTION PLANS. None outstanding. PREFERRED STOCK. The Company has one class of preferred stock. 5,000,000 shares of .05000 par value preferred stock remaining authorized but unissued. WARRANTS. None -7- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. This analysis should be read in conjunction with the condensed consolidated financial statements, the notes thereto, and the financial statements and notes thereto included in the Company's September 30, 1998 , Annual Report on Form 10-K. All non-historical information contained in this form 10-K is a forward looking statement. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward looking statements. Factors that might cause such differences include changes from the traditional marketing patterns of financial services instruments, such as, stocks, bonds, mutual funds, and insurance products. A change from the traditional role of commission broker to salaried marketing executives or the use of internet marketing systems which may function substantially without sales personnel, instead, those individuals being replaced by registered order clerks accepting unsolicited transactions. Substantially diminished commission levels per transaction may result in lower revenues for these activities. Increased foreign and domestic competition may put pricing pressures on goods sold or imported . Changes in economic trends, war, and other unforeseen situations or developments may result because of domestic political pressures. Readers are cautioned not to place undue reliance on these forward looking statements, which reflect management's analysis only as of the date hereof. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. YEAR 2000 ISSUE: The Company recognizes that the arrival of the Year 2000 poses a unique challenge to the ability of all computerized data processing systems to recognize the date change from December 31, 1999, to January 1, 2000, and, like other companies, has assessed its computer applications and business procedures to provide for their continued functionality. An assessment of the readiness of external entities which it interfaces with, such as vendors, counterparties, payment systems, and others, is ongoing. Initial contact with these external entities was completed by the fourth quarter of 1998. The company does not expect the cost to address the Year 2000 will be material and has determined that the software it utilizes in its operations will be compatible with the Year 2000 requirements. RESULTS OF OPERATIONS. Comparison of three-month periods ended December 31, 1998 and 1997. Revenues for the first quarter of the fiscal year of $12,091 are virtually the same as $10,793 of the prior year. Nine month comparative figures reflect similar low level revenues due to the continued relatively inactive state of the company. Pending release from the Chapter 11 Bankruptcy proceedings will allow the Company to seek new sources of revenue and acquisitions that are expected to build both a capital base, revenues, and profits. The operating expenses of $ 11,426 reflect final payment of bills incurred to attain legal and accounting assistance to prepare the documents required for release from Chapter 11 Bankruptcy status as well as other normal expenses. Other expenses remained virtually the same for the 1998 period as compared with those of 1997. During the months of October and November with Federal Bankruptcy Court approval which gave authorization to proceed with the terms of reorganization under protection of Chapter 11 Bankruptcy debt settlements in the form of minor amounts of cash or the issue of unrestricted shares of Century stock were made. The "Plan", as amended with debt amounts and settlement terms, was attached herewith along with other pertinent exhibits with Form 10K dated September 30, 1998. LIQUIDITY AND CAPITAL RESOURCES. The Corporation has managed to remain current in its payable accounts due to drastic cost cutting for facilities and services. BASIS OF PRESENTATION. The consolidated financial statements include the accounts of Century Pacific Financial Corporation and its subsidiaries. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, primarily eliminations of all significant intercompany transactions and accounts) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain financial statement items from the prior year may have been reclassified to be consistent with the current year financial statement presentation. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the related disclosures contained in the Company's Annual Report of Form 10-K for the year ended September 30, 1998, filed with the Securities and Exchange Commission. The results of operations for the three months ended December 31, 1998, are not necessarily indicative of the results to be expected for the full fiscal year. -8- PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) EXHIBITS 2 -- Century Report of Share Issuance re. Plan 3.(i) -- Certificate of Amendment to Certificate of Incorporation 99.1 -- State of Delaware 1998 Annual Franchise Tax Bill 99.2 -- CUSIP Number Affirmation (b) REPORTS ON FORM 8-K The Company did not file any reports on Form 8-K during the period covered by this report. SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURY PACIFIC FIDELITY CORPORATION Dated January 10, 2000 By /s/ Carlton V. Phillips --------------------------------- Carlton V. Phillips Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated. Signature and Title Date ------------------- ---- /s/ Carlton V. Phillips January 10, 2000 - ------------------------------- Carlton V. Phillips Treasurer and Director -9- INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 2 Century Report of Share Issuance re. Plan 3.(i) Certificate of Amendment to Certificate of Incorporation 99.1 State of Delaware 1998 Annual Franchise Tax Bill 99.2 CUSIP Number Affirmation EX-2 2 CENTURY REPORT OF SHARE ISSUANCE RE:PLAN December 11, 1998 James M. LaGanke, P.C. 202 E. Earll, #340 Phoenix, AZ 85012 (602) 279-6399 FAX (602) 279-5509 RE: United States Bankruptcy Court for the District of Arizona In re CENTURY PACIFIC CORPORATION AKA CENTURY PACIFIC FINANCIAL CORPORATION No. 96-00935-PHX-RTB Chapter 11 Proceeding 1. In accordance with the order dated July 22, 1998, creditors holding unsecured non-priority claims were paid in full by the issuance of 18,624,426 unrestricted shares of common stock of the debtor. Additionally in accordance with the terms of the plan related to the acquisition of Tempe Medical Equipment, an operating subsidiary of Natural Technologies, Inc., 19,828,505 unrestricted shares have been authorized and requested for issue by Alpha Tech Stock Transfer to consummate this acquisition in accordance with the terms of the approved plan. Sincerely yours, CENTURY PACIFIC CORPORATION, AKA CENTURY PACIFIC FINANCIAL CORPORATION 1422 N. 44th Street, Suite 211 Phoenix, AZ 85008 (602) 267-7007 FAX (602) 267-0373 By /s/ Carlton V. Phillips --------------------------------- Carlton V. Phillips, President EX-3.I 3 AMENDED CERTIGICATE OF INCORPORATION EXHIBIT I. CERTIFICATE CF AMENDMENT TO CERTIFICATE OF INCORPORATION OF CENTURY PACIFIC FINANCIAL CORPORATION Pursuant to the provisions of Section 242 of Subchapter VII of the Delaware General Corporation Law. as amended, Century Pacific Financial Corporation. a Delaware corporation incorporated December 29. 1982, hereby amends its Certificate of Incorporation as set forth in the amendment herein. which was duly adopted in accordance with the provisions of said section. Article Fourth, paragraph A, is hereby amended to rend as follows. "A. Capital Stock. The total number of shares of all classes of stock which this Corporation shall have the authority to issue is one-hundred and five million (105,000,000), of which 10O,0O0,000 (100,000,000) shares shall be Common Stock, $.04 par value, and five million (5,000,000) shares shall he Preferred stock $.05 par value.'" IN WITNESS WHEREOF, the undersigned officers have signed this Certificate of Amendment to the Certificate of Incorporation on this 17th day of September, 1996. /s/ Carlton V. Phillips ------------------------------ Carlton V. Phillips, President ATTEST: Gladys M. Phillips - ------------------------------- Gladys M. Phillips, Ass't Secy IN WITNESS WHEREOF, said CENTURY PACIFIC FINANCIAL CORPORATION has caused its corporate seal to be hereunto affixed and this certificate to he signed by Carlton V. Phillips its authorized officer this seventeenth day of September, 1996. /s/ Carlton V. Phillips ------------------------------ Carlton V. Phillips, President EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS FOR THE QUARTER ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS SEP-30-1998 OCT-01-1998 DEC-31-1998 907 0 0 0 0 907 0 0 907 529 0 0 0 2,010,106 (2,009,751) 907 12,091 12,091 0 0 11,426 0 0 665 0 0 0 0 0 665 0 0
EX-99.1 5 1998 ANNUAL FRANCHISE TAX REPORT STATE OF DELAWARE 1998 ANNUAL FRANCHISE TAX REPORT
DO NOT ALTER FILE NUMBER FILE NUMBER CORPORATION NAME PHONE NUMBER 0961349 CENTURY PACIFIC FINANCIAL CORPORATION FEDERAL EMPLOYER ID NO. INCORPORATION DATE RENEWAL/REVOCATION DATE DATE OF FROM TO 86-0448546 DECEMBER 29, 1982 JANUARY 31, 1995 INACTIVITY: / / / / AUTHORIZED STOCK DESIGNATION NO. OF SHARES PAR VALUE/SHARE NO. SHARES TOTAL GROSS ASSET DATE ASSETS FOR REGULATED BEGIN DATE ENDING DATE OR STOCK CLASS ISSUED ASSETS INVESTMENT CORPS 12-02-95 COMMON 100,000,000 .04000 JAN. 1ST PREFERRED 5,000,000 .05000 DEC. 31ST FRANCHISE TAX $50.00 PENALTY 3.5% MONTHLY INTEREST ANN. FILING FEE PREV. CREDIT OR BALANCE PREPAID QRTLY. PAYMENTS $150,000.00 $.00 $.00 $20.00 $10.50CR AMOUNT DUE $150,009.50 Registered Agent 9015442 THE COMPANY CORPORATION MAKE CHECK PAYABLE 1013 CENTRE ROAD DELAWARE SECRETARY OF STATE WILMINGTON, DE 19805 CHECK NO. AMOUNT ENCLOSED
$50.00 PENALTY If not Received on or before March 1, 1999, Plus 1.3% interest per mo. 2 030199 0951343 015000950 0 2 DETACH AT THE PERFORATION Please use caution when detaching the perforated annual report!! Fold twice at the perforation before tearing!! If the report is torn or damaged, the state will not accept for filing. Requests for duplicate reports may be made to TCC via fax, 302-636-5454. Please be sure to include your TCC account number and Delaware State ID number with your request. Thank you! EX-99.2 6 CUSIP NUMBER AFFIRMATION CUSIP SERVICE BUREAU - -------------------------------------------------------------------------------- STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc. 25 Broadway, New York, NY 10004 September 29, 1998 MR. CARLTON PHILLIPS CENTURY PACIFIC FINANCIAL CORP 1422 N. 44TH STREET, #211 PHOENIX, AZ 85008 MR. PHILLIPS: This is in response to your request for the assignment of a Corporate Cusip Number to: ISSUER: CENTURY PAC FINL CORP CUSIP DESCRIPTION RATE MATURITY 156644 1 0 6 COM Please call me at (212) 208-8341 with any questions. Sincerely yours, Gerard Faulkner Manager CUSIP Service Bureau The assignment of a CUSIP number of a particular security by Standard & Poor's is not intended by Standard & Poor ?????????, and should not be construed as an agreement of such security, a recommendation to purchase, sell or hold such security or an opinion as to the legal validity of such security. CUSIP Trademark of the Committee on Uniform Security Identification Procedures. The American Bankers Association. -----END PRIVACY-ENHANCED MESSAGE-----