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, 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) 267-7707
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 March 31, 1998, there were
13,316,894 shares of the registrant's Common Stock outstanding.
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
ITEM 1 - FINANCIAL STATEMENTS ........................................... 3
Condensed Consolidated Balance Sheets for the period ended
March 31, 1998 and 1997 .......................................... 4
Condensed Consolidated Statement of Operations for the period ended
March 31, 1998 and 1997 .......................................... 5
Consolidated Statements of Cash Flows for the three and six
months ended March 31, 1998 and 1997 ............................. 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 ............................... 8
SIGNATURES ................................................................ 9
-2-
<PAGE>
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 registration statement on form 10-K.
-3-
<PAGE>
CENTURY PACIFIC FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, 1998 March 31, 1997
-------------- --------------
ASSETS
Current Assets
Cash $ (344) $ 1,212
----------- -----------
Total Assets $ (344) $ 1,212
----------- -----------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 508,561 $ 591,222
Notes Payable -- --
Accrued Liabilities -- --
Other Liabilities -- --
----------- -----------
Total Current Liabilities $ 508,561 $ 591,230
----------- -----------
Stockholders' Equity
Common Stock $ 532,676 $ 483,988
Capital 2,823,536 2,872,224
Retained Earnings (3,864,768) (3,943,802)
Net Income (349) (2,428)
----------- -----------
Total Stockholders' Equity $ 508,904 $ 590,018
----------- -----------
Total Liabilities & Stockholders Equity $ (344) $ 1,212
=========== ===========
-4-
<PAGE>
CENTURY PACIFIC FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For 3 Months For 3 Months For 6 Months For 6 Months
Ended Ended Ended Ended
3/31/98 3/31/97 3/31/98 3/31/97
-------- -------- -------- --------
Revenues
Financial Services $10,422 $11,485 $21,215 $22,163
------- ------- ------- -------
Total Revenues $10,422 $11,485 $21,215 $22,163
------- ------- ------- -------
Expenses
Accounting $ 169 $ 600 $ 363 $ 875
Office 133 122 405
Advertising 912 381 2,115 1,217
Maintenance/Repair 450 200 1,675
Postage 109 107 177 139
Rent 2,560 3,095 5,122 6,190
Storage 249 441 514 794
Telephone 1,027 1,633 2,559 3,062
Payroll Taxes 784 423 521 473
Salaries, Employees 4,144 3,562 7,840 7,170
Other 212 303 160 556
Legal 500 1,163
Delivery 29
Dues, Subscriptions 670 494 1,370 843
------- ------- ------- -------
Total Expenses $10,837 $11,622 $21,564 $24,591
------- ------- ------- -------
Earnings before Income Taxes $ 415 $ (137) $ (349) $(2,428)
Provisions for Income Taxes 0 0 0 0
------- ------- ------- -------
Net Earnings $ (415) $ (137) $ (349) $(2,428)
======= ======= ======= =======
Net Earnings Per Share 0 0 0 0
======= ======= ======= =======
-5-
<PAGE>
CENTURY PACIFIC FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For 3 Months For 3 Months For 6 Months For 6 Months
Ended Ended Ended Ended
3/31/98 3/31/97 3/31/98 3/31/97
------- ------- ------- -------
Cash from Operations
Net Income $ (349) $ (129) $ (349) $(2,428)
Net Change in Payables $ (80) $ 8 $ (101) $ 2,612
------ ------- ------- -------
Cash from Operations $ (429) $ (121) $ (449) $ 184
Cash Used for Investing $ 0 $ 0 $ 0 $ 0
Cash from Financing $ 0 $ 0 $ 0 $ 0
Net Change in Cash $ (429) $ (121) $ (449) $ 184
------ ------- ------- -------
Beginning Cash $ 85 $ 1,341 $ 106 $ 1,018
------ ------- ------- -------
Ending Cash Balance $ (344) $ 1,212 $ (344) $ 1,212
====== ======= ======= =======
-6-
<PAGE>
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, 1997, filed with the Securities and Exchange Commission.
The results of operations for the six months ended March 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, 1997, Annual Report on form 10-K. The results of operations
for periods ended December 31 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-
<PAGE>
I
TEM 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, 1997, 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 is expected to be 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,
1997 and 1996. Revenues for the first quarter of the fiscal year of $10,793 are
virtually the same as $10,678 of the prior year. Six month comparisons also
reflect relative inactivity as business plans remain in limbo. These low-level
revenues reflect the relatively inactive state of the Company and the lack of
producing personnel. 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 $ 10, 726 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.
LIQUIDITY AND CAPITAL RESOURCES. The Corporation has managed to remain
current in its payable accounts due to drastic cost cutting for facilities and
services.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
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.
-8-
<PAGE>
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 1/10/00 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 1/10/00
---------------------------
Carlton V. Phillips
Treasurer and Director
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> (344)
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> (344)
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> (344)
<CURRENT-LIABILITIES> 508,561
<BONDS> 0
<PREFERRED-MANDATORY> 0
<PREFERRED> 0
<COMMON> 532,676
<OTHER-SE> (1,041,581)
<TOTAL-LIABILITY-AND-EQUITY> (344)
<SALES> 10,422
<TOTAL-REVENUES> 10,422
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,837
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (415)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (415)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
