-----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, NNPqNfSRCuOQWgzs2N/W7R5GCcDs6d8nqtcx1eSriFMSeWn7BgApj7r3rTBrGxeP hNoyyN4mbPEx9cru5APFIQ== 0000950147-00-000052.txt : 20000202 0000950147-00-000052.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950147-00-000052 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990331 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: 506753 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 03/31/99 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 March 31, 1999 [ ] 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 March 31, 1999................................................... 4 Condensed Consolidated Statement of Operations for 3 Months Ended March 31, 1999 and 1998.......................................... 5 Consolidated Statements of Cash Flows for 3 Months Ended March 31, 1999 and 1998.......................................... 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 INDEX TO EXHIBITS ......................................................... 10 -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) March 31, 1999 December 31, 1998 -------------- ----------------- ASSETS Current Assets Cash $ 298 $ (907) ----------- ----------- Total Assets $ 298 $ (907) ----------- ----------- LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable -- -- Notes Payable -- -- Accrued Liabilities $ 507 $ 529 Other Liabilities -- -- ----------- ----------- Total Current Liabilities $ 507 $ 529 ----------- ----------- Stockholders' Equity Common Stock $ 2,010,106 $ 2,010,106 Capital 1,346,106 1,346,106 Retained Earnings (3,355,857) (3,356,522) Net Income 588 665 ----------- ----------- Total Stockholders' Equity $ 209 $ 355 ----------- ----------- Total Liabilities & Stockholders Equity $ 298 $ 907 =========== =========== -4- CENTURY PACIFIC FINANCIAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) For 3 Months For 3 Months Ended Ended YTD YTD 3/31/99 3/31/98 1999 1998 -------- -------- -------- -------- Revenues Financial Services $ 13,246 $ 10,422 $ 25,338 $ 21,215 -------- -------- -------- -------- Total Revenues $ 13,246 $ 10,422 $ 25,338 $ 21,215 -------- -------- -------- -------- Expenses Accounting $ 206 $ 669 $ 634 $ 363 Office 403 536 122 Advertising 298 751 2,115 Maintenance/Repair 200 200 Postage 59 109 187 177 Rent 2,561 2,560 5,119 5,122 Storage 244 249 488 514 Telephone 1,432 1,027 2,590 2,559 Payroll Taxes 359 386 409 521 Salaries, Employees 3,584 3,584 7,280 7,840 Other 2,905 780 4,860 160 Insurance 63 500 Delivery 110 Dues, Subscriptions, License, Fees 1,783 2,033 1,370 Total Expenses $ 13,834 $ 10,277 $ 25,260 $ 21,563 -------- -------- -------- -------- Earnings before Income Taxes $ (588) $ 145 $ 77 $ (348) -------- -------- -------- -------- Provisions for Income Taxes -- -- -- -- -------- -------- -------- -------- Net Earnings $ (588) $ 145 $ 77 $ (348) ======== ======== ======== ======== Net Earnings Per Share 0 0 0 0 ======== ======== ======== ======== -5- CENTURY PACIFIC FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For 3 Months For 3 Months Ended Ended 3/31/99 3/31/98 --------- --------- Cash from Operations Net Income $ 77 $ (349) --------- --------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Accounts Payable $ 445 $ (80) FWT Payable (509,093) FICA 234 Medicare 222 SWT Payable 52 --------- --------- Total Adjustments $(508,116) --------- --------- Net Cash Provided by Operations $(508,039) $ (429) --------- --------- Cash from Investing Activity $ 0 $ 0 Cash from Financing Activity $ 0 $ 0 Net Increase (Decrease) in Cash $ 500,268 $ (429) --------- --------- Beginning Cash Balance $ 907 $ (244) --------- --------- Cash Balance at End of Period $ 298 $ 85 --------- --------- Net Increase (Decrease) in Cash $ (609) ========= ========= -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 March 31, 1999, 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 March 31, 1999, 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. 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. 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 March 31, 1999 and 1998. Revenues for the second quarter of the fiscal year of $13,246 are virtually the same as $10,422 of the prior year. Nine month comparative figures reflect similar low level revenues due to the continued relatively inactive state of the company. Release from the Chapter 11 Bankruptcy proceedings has allowed 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 $ 13,834 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 1999 period as compared with those of 1998. 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. On January 4, 1999, the Court acknowledged substantial consumation of the Joint Plan and closure of the bankruptcy estates. The "Plan", as amended with debt amounts and settlement terms, is attached herewith along with other pertinent exhibits. LIQUIDITY AND CAPITAL RESOURCES. The Corporation has managed to remain current in its payable accounts due to drastic cost cutting for facilities and services. -8- PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) EXHIBITS 2 -- Court Order Closing Estates 99 -- Letter to SEC 27 -- Financial Data Schedule (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 Court Order Closing Estates 99 Letter to SEC EX-2 2 COURT ORDER CLOSING ESTATES JAMES M. LAGANKE P.C. 202 E. Earll, #340 Phoenix, Arizona 85012 (602) 279-6399 FAX (602) 279-5509 James M. LaGanke/SBN 006913 Attorney for the Debtors IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA In re: ) No. 96-09598-PHX-GBN ) CENTURY PACIFIC GLOBAL ) Chapter 11 Proceeding COMMERCE, LTD., ) ) Debtor, ) ) __________________________________) No. 96-00935-PHX-RTB In re: ) ) ) Chapter 11 Proceeding CENTURY PACIFIC ) CORPORATION, also known as ) CENTURY PACIFIC FINANCIAL ) ORDER CLOSING ESTATES CORPORATION, ) ) Debtor. ) __________________________________) Debtors' Joint Plan of Reorganization having been approved and an Order Confirming Debtors' Plan of Reorganization having been entered on July 22, 1998; and Affidavits having been filed showing substantial consummation of the steps taken (including instructions to the transfer agent for the issuance of free trading stock certificates to the Nevada corporations known as Century Pacific Global Commerce, Inc., Global I, Inc. and Global II, Inc.) pursuant to the Joint Plan under ss. 1145 of the Bankruptcy Code; and the Century Pacific debtor continuing to conduct business as "Century Pacific Financial Corporation", and this matter having come before the Court on the Objection of the United States Trustee in connection with the payment of post petition fees to the United States Trustee's office, and the United States Trustee affirming that the total fees in the three cases have been fully paid, it is ORDERED that the Joint Plan has been substantially consummated; that the caption be amended as set forth in this Order as to the Century Pacific debtor to reflect its current dba; that the estates of the debtors are hereby closed effective Dec. 30, 1998 subject only to the ministerial steps necessary for completion of the pending issuance of shares of stock pursuant to ss. 1145 of the Bankruptcy Code to the Nevada corporations formed as Global I, Inc., Global II, Inc. and Century Pacific Global Commerce, Inc. Dated this 4th day of January 1999. /s/ Redfield T. Baum ----------------------------------- The Honorable Redfield T. Baum United States Bankruptcy Judge APPROVED: /s/ Elizabeth C. Amorosi - -------------------------------------- Elizabeth C. Amorosi Attorney for United States Trustee EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS SEP-30-1999 JAN-01-1999 MAR-31-1999 298 0 0 0 0 298 0 0 298 507 0 0 0 2,010,106 (2,016,404) 298 13,246 13,246 0 0 13,834 0 0 (588) 0 0 0 0 0 (588) 0 0
EX-99 4 LETTER TO THE SEC CENTURY PACIFIC FINANCIAL CORPORATION 1422 N. 44TH STREET, SUITE 211 PHOENIX, AZ 85008 PHONE - 602-267-7007 FAX - 602-267-0373 March 31, 1999 Ms. Sarah D. Moyed United States Securities and Exchange Commission Pacific Regional Office 11th Floor 5670 Wilshire Blvd. Los Angeles, CA 90036-3648 RE: Century Pacific Corporation, renamed Century Pacific Financial Corporation Bankr. Case No. 96-935-PHX-RTB Dear Ms. Moyed: Enclosed herewith are the several pertinent documents regarding the Chapter 11 Bankruptcy of Century Pacific Corporation, subsequently renamed Century Pacific Financial Corporation. 1. Commencement of Case Notice dated 1/29/96 2. Order Approving Disclosure Statement dated 6/18/98 3. Amended Joint Disclosure Statement dated 6/19/98 4. Ballot for Plan Acceptance filed 6/19/98 5. Order Confirming Joint Plan of Reorganization dated 7/22/98 6. Affidavit of Substantial Completion dated 12/11/98 7. Order Closing Estates dated 1/4/99 Attorney James LaGanke, Esq., has complied as requested for all information to the U.S. Bankruptcy Court, P.O. Box 34151, Phoenix, AZ 85067-4151, and was noticed by your office to forward duplicates to your attention. Sincerely yours, /s/ Carlton V. Phillips Carlton V. Phillips, President Century Pacific Financial Corporation, formerly Century Pacific Corporation -----END PRIVACY-ENHANCED MESSAGE-----