UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-Q

(Mark One)
[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the quarter ended June 30, 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  June  30,  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
         June 30, 1998 and 1997 ..........................................   4
      Condensed Consolidated Statement of Operations for the period ended
         June 30, 1998 and 1997 ..........................................   5
      Consolidated Statements of Cash Flows for the three and six
         months ended June 30, 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 most recent report on Form 10-K.

                                      -3-

<PAGE>
                      CENTURY PACIFIC FINANCIAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                           June 30, 1998           June 30, 1997
                                           -------------           -------------
ASSETS

Current Assets
     Cash                                   $        35             $     1,811
                                            -----------             -----------
     Total Assets                           $        35             $     1,811
                                            -----------             -----------
LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                       $   508,561             $   591,245
     Notes Payable                                   --                      --

     Accrued Liabilities                             --                      --
     Other Liabilities                               --                      --
                                            -----------             -----------
     Total Current Liabilities              $   508,561             $   591,245
                                            -----------             -----------

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)                 (1,845)
                                            -----------             -----------
     Total Stockholders' Equity             $   508,596             $   589,435
                                            -----------             -----------
Total Liabilities & Stockholders Equity     $       (35)            $     1,811
                                            ===========             ===========


                                      -4-

<PAGE>
                      CENTURY PACIFIC FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                          For 3 Months  For 3 Months  For 9 Months  For 9 Months
                                             Ended         Ended         Ended         Ended
                                            6/30/98       6/30/97       6/30/98       6/30/97
                                            -------       -------       -------       -------
<S>                                         <C>           <C>           <C>           <C>
Revenues
     Financial Services                     $ 10,807      $ 11,278      $ 32,022      $ 33,440
                                            --------      --------      --------      --------
     Total Revenues                         $ 10,807      $ 11,278      $ 32,022      $ 33,440
                                            --------      --------      --------      --------
Expenses
     Accounting                             $    181      $    265      $    544      $  1,140
     Office                                       58           126           180           530
     Advertising                                 684           865         2,799         2,082
     Maintenance/Repair                          119           200         1,794
     Postage                                     128            68           305           207
     Rent                                      2,556         3,095         7,678         9,284
     Storage                                     347           265           861         1,058
     Telephone                                 1,129         1,593         3,688         4,655
     Payroll Taxes                               390           463           910           837
     Salaries, Employees                       3,640         3,640        11,480        10,810
     Other                                       289           248           449           826
     Insurance                                                               500         1,163
     Delivery
                                                                                            29
     Dues, Subscriptions, License, Fees        1,097                       2,467           870
                                            --------      --------      --------      --------

Total Expenses                              $ 10,499      $ 10,695      $ 32,062      $ 35,285
                                            --------      --------      --------      --------
Earnings before Income Taxes                $    308      $    583      $    (41)     $ (1,845)

Provisions for Income Taxes                        0             0             0             0
                                            --------      --------      --------      --------
Net Earnings                                $    308      $    583      $    (41)     $ (1,845)
                                            ========      ========      ========      ========

Net Earnings Per Share                             0             0             0             0
                                            ========      ========      ========      ========
</TABLE>


                                      -5-

<PAGE>
                         CENTURY PACIFIC FINANCIAL CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                          For 3 Months  For 3 Months  For 9 Months  For 9 Months
                             Ended         Ended         Ended         Ended
                            6/30/98       6/30/97       6/30/98       6/30/97
                            -------       -------       -------       -------
Cash from Operations
   Net Income               $   (41)      $   583       $  (349)      $(1,845)
   Net Change in Payables   $   346       $    16       $  (101)      $   256
                            -------       -------       -------       -------
   Cash from Operations     $   309       $   599       $  (449)      $ 1,589
                            -------       -------       -------       -------

Cash Used for Investing     $     0       $     0       $     0       $     0
Cash from Financing         $     0       $     0       $     0       $     0
                            -------       -------       -------       -------
Net Change in Cash          $   179       $   599       $  (449)      $ 1,589
                            -------       -------       -------       -------
Beginning Cash              $  (344)      $   613       $  (344)      $   222
                            -------       -------       -------       -------

Ending Cash Balance         $   (35)      $ 1,212       $  (106)      $ 1,811
                            =======       =======       =======       =======

                                      -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 three months ended June 30, 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  June  30,  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-

<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 June 30,
1998 and 1997.  Revenues for the first quarter of the fiscal year of $10,793 are
virtually the same as $10,678 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 $ 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 1998 period as compared with those of 1997.

     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 JUNE 30, 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>                             APR-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                              35
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                    35
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                      35
<CURRENT-LIABILITIES>                          508,561
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       532,676
<OTHER-SE>                                   (508,905)
<TOTAL-LIABILITY-AND-EQUITY>                        35
<SALES>                                       (10,807)
<TOTAL-REVENUES>                              (10,807)
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                10,499
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  (308)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (308)
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0
        

</TABLE>