ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Century Pacific Financial Corporation (the "Company" or "Century") is a holding company that was formed in 1982 and commenced operations in 1984. It provides through its principal subsidiaries a range of financial and commercial services. Century and its three subsidiaries are hereinafter referred to as the "Company". The remaining subsidiaries of Century include Century Pacific Fidelity Corporation (Fidelity), Century Pacific Investment Management Corporation (Century Management) and Global Medical Technologies Inc. DBA Tempe Medical Equipment (Global Medical).
Century has received revenue from an investment banking and securities brokerage business operated under its principal officer's license through an independent contractor agreement with a regional securities firm. Its principal officer is registered as a securities registered representative and principal in several states and primary activities include acting as a stock broker in most types of investment securities and options .
The medical equipment subsidiary purchases for resale used and occasionally new medical equipment to be resold. Global Medical employs personnel that are technically qualified to refurbish both the electronic apparatus as well as structural elements of "hi-tech" medical instruments and machines.
The Company maintains its corporate headquarters in a leased office located at 1422 N. 44th Street, Suite 211, Phoenix, AZ 85008. Approximately 300 accounts are serviced by account executives. No single client accounts for a material percentage of the total revenue.
REVENUES BY SOURCE
SECURITIES ACTIVITIES
The Company's securities revenues since inception have been derived principally from commissions on transactions in exchange-listed and over-the-counter stocks, options, and corporate and government bonds. Markups are also earned as a result of principal transactions in over-the-counter stocks, municipal, corporate and government bonds. Investment banking participations also result in revenue from dealer reallowances. Global Medical Technologies, Inc., during FY 1999 has, however, produced more revenues than the securities activities.
Century's securities business activities were sharply curtailed by the closure of all business activities maintained by previously existing subsidiaries and their subsequent filings for either Chapter 7 or 11 bankruptcy protection. Century itself was released from Chapter 11 bankruptcy and administrative surveillance and protection on December 30, 1998. Settlement of all existing debts by minimal cash payments or issue of freely tradeable stock has settled accounts in a reasonable period of time. Management has been approached with merger and or acquisition proposals several times, however, actions regarding such proposals have been postponed until Global Medical reaches a stable and profitable trend. Future plans most assuredly will involve actively seeking bridge financing and ultimately, future offerings of securities.
Plans for the future are targeted for growth and profitability in the areas of financial services and the export and import of "big ticket" used, but refurbished, medical equipment such as is already the case with Global Medical.
The following table shows revenues by source for the Company's last fiscal year.
Century Pacific Financial Corporation
Year Ended September 30, 1999 1998 ---- ---- MEDICAL EQUIPMENT SALES: 762,534 None
SECURITIES ACTIVITIES: Commissions & principal transaction markups 43,562 42,292
INSURANCE ACTIVITIES: Commissions 363
SECURITIES OWNED: Interest, dividends and proceeds from trading activities None None
OTHER: Export-import activities None None
TOTAL REVENUES: 805,533 42,855
REVENUES BY SEGMENT (DISCUSSION)
In view of the financial interdependence of the Company's various subsidiaries and since the Company relies upon substantially the same personnel in connection with many of its revenue-producing operations, it does, however, continue to maintain separate accounting for expenses shared by the various subsidiaries and the company does believe that a meaningful allocation of expenses can be made among the company's business segments so as to reflect the percentage contribution to consolidated net income of each component of the Company's operations. Fidelity and Century Management were dormant during this fiscal year.
COMMISSIONS
Securities transactions for individuals and institutional investors, where the registered broker acts on an agency basis, generate securities commission revenues. Commissions are charged on both exchange and over-the-counter agency transactions for individual customers in accordance with an established schedule, which may change from time to time. In certain cases, discounts from the schedule may be granted to customers. Securities commissions result in part from executing transactions in listed stocks and bonds and the company also may realize commission revenue or markups when the trade is executed on principal or agency basis in over-the-counter or listed securities. A substantial portion of the commission revenues generated by the company is attributable to individual investors.
The independent contractor office operated and managed by Mr. Phillips under his license has a policy of charging a $50 minimum commission on equity trades and a $75 minimum on bond trades. These minimums tend to limit the number of trades in small quantities or small dollar amounts. It is a matter of policy not to effect transactions in commodity or financial futures contracts.
Reduced volume on the securities, and options markets typically results in lower commissions generated. Since the level of fixed costs is relatively insensitive to the level of revenues on a short-term basis, profitability can be dramatically affected in periods of greater or reduced market volume.
Securities transactions with clients are generally made on either a cash or a margin basis. In a margin transaction, the client is loaned part of the total purchase price of the securities. Minimum initial and maintenance margin requirements are prescribed by Federal Reserve Board and are enforced by Securities and Exchange Commission regulation.
PRINCIPAL TRANSACTIONS AND TRADING PROFITS
The level of positions carried in Century's trading account may fluctuate significantly. The size of the securities positions on any one date may not be representative of the Company's exposure on any other date because the securities positions vary substantially depending upon economic and market conditions, the allocation of capital among types of inventories, and general capital availability.
MEDICAL EQUIPMENT SALES AND SERVICES
This business activity is in the "start up" stage, however, progress has been remarkably good for the last two quarters of FY 1999 and shows promise of increasing volume and has already been profitable.
COMPETITION
The Company is engaged in highly competitive businesses. Its services and potential products are similar to those supplied or capable of being supplied by a number of companies, some of which have substantially greater financial and technological resources, and production and marketing capabilities. Principal competitive factors include (1) size of the firm, (2) the capability of technical and sales staff, (3) the capacity to be innovative and (4) quick response time. Each of the Company's competitors are directly competitive with most of the Company's services or products.
EMPLOYEE HIRING PRACTICES, ADMINISTRATION, AND OPERATIONS
EMPLOYEE HIRING PRACTICES
The company has several employees, of whom two have managerial responsibilities, while the others have administrative or sales duties only. Account executives that work as independent contractors under Mr. Phillips' supervision also generate some revenue.
The Company considers its employee relations to be good and believes that its compensation and employee benefits are competitive with those offered by other firms.
The Company functions as an equal opportunity employer.
ADMINISTRATION
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 other, is ongoing. Initial contact with these external entities is expected to be completed by the fourth quarter of 1999. The company does not expect the cost to address the Year 2000 data processing issues will be material and has determined that the software it utilizes in its operations is compatible with the Year 2000 changeovers. If future testing of existing software reveals inadequacies, it will be replaced.
Administrative activities though sharply curtailed are operating efficiently through the utilization of outside staff for accounting requirements while normal management and administrative duties are performed to fulfill corporate needs at existing levels.
OPERATIONS
Current operations of Century though relatively small compared to those of prior years before the bankruptcies have been sufficient for Century now devoid of its former operating subsidiaries and operating at substantially lower expense levels under Chapter 11 protection for 6 months of this fiscal year to generate sufficient cash flow to meet current expenses.
ITEM 2.
ITEM 2. PROPERTIES.
The Company operates principally from one location in Phoenix and one in Tempe, Arizona leased under its managing principals' names. It owns no real property.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
None are in existence, pending or threatened, at this time to the knowledge of its presiding officer or employees.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None were submitted to shareholders during this fiscal year as the Company was in operation under the jurisdiction of federal bankruptcy officials. Such matters will be submitted to a vote of securities holders within a reasonable time after release from bankruptcy.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY SECURITIES AND RELATED STOCKHOLDER MATTERS.
PRICE RANGE OF COMMON STOCK DURING THIS FISCAL YEAR. It is management's recollection that stock may have traded sporadically in pennies or mills, however, no official record of such transactions appears to be available.
The Company's Common stock has been inactive or very limited in trading during the last several years. Subsequent to the company's initial public offering effective November 12, 1986, for approximately a year and a half, the Company's Common Stock traded on the NASDAQ Stock Market under the symbol "CEPA". Later, as the company requested delisting, the issue continued trading on the "Pink Sheet" market or through the "Bulletin Board" system.
Fiscal 1999 Price ----------- ----- First Quarter Unknown Second Quarter Unknown Third Quarter Unknown Fourth Quarter Unknown
As of September 30, 1999, there were 367 shareholders of record.
DIVIDEND POLICY
The Company has not paid cash dividends on its common shares since its inception. The Company currently intends to retain all of its earnings, if any, to finance the development and growth of its business and does not anticipate paying any cash dividends in the foreseeable future.
ITEM 6.
ITEM 6. MANAGEMENT'S DISCUSSION OF PLAN OF OPERATION AND ANALYSIS OF SELECTED FINANCIAL DATA
The following selected data of the Company is qualified by reference to and should be read in conjunction with the consolidated financial statements, including the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this report. The detailed financial statements start on page 17.
RESULTS OF OPERATIONS. Comparisons of fiscal year periods ended September 30, 1999 and 1998 are contained herein. Revenues for the year of $805,533.00 are substantially higher then $42,855.00 of the previous year. Higher 1999 figures were substantially above 1998 because of addition of the medical equipment operations. The operating expenses of $236,779.00 were normal business expenses. Favorable cost of goods sold resulted in an increase in total profits and an increase in stockholder equity.
This form 10-K 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-K. 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 effect 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.
CAPITAL RESOURCES AND LIQUIDITY
The Company has operated during the fiscal year on a minimal revenue base, however, this base was adequate to pay current expenses. Assets owned by the Company are relatively illiquid and consist mainly of fully depreciated furnishings, computer equipment, and other office machines. It is anticipated that management will seek financing as needed by expected increased business activity. The Company has no material current financial commitments or accrued capital expenses.
AUDIT COMMITTEE
The directors of the Company had established an audit committee, however, due to bankruptcy filings its chairman, an outside director, and other members are no longer associated with the Company. A reconstituted Board of Directors, to include one or more "outside" directors, is being formed. An "outside" director will be nominated to chair this required audit committee.
ITEM 7.
ITEM 7. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements of the type required to be recorded under this item between the Company and its independent accountants during the fiscal year.
On September 30, 2001 an engagement letter was executed with Mark Shelley, CPA, to conduct audits covering fiscal years 1999 and 2000. It is management's intent to renew this agreement to cover subsequent years.
PART III
ITEM 8.
ITEM 8. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
NAME -- Carlton V. Phillips Mr. Phillips has been a securities industry professional for more than 39 POSITION WITH COMPANY -- Director, years, having served as a broker, analyst Co-Chief Executive Officer, Chairman and investment banking specialist. For the past 33 years he has occupied DATE ELECTED DIRECTOR -- March 1996 management positions in the securities industries and is currently the chairman, TERM OF OFFICE -- 3 years co-chief executive officer, and a director of the Company and several of AGE -- 75 its wholly owned subsidiaries. Before assuming his current position Mr. Phillips served for 13 years as an officer and director of Continental American Securities, Inc., where he rose to be president and chief executive officer. Mr. Phillips holds a bachelor's degree in economics from Brown University and a master's degree in management from St. Mary's of California. He retired from the Army of the United States with the rank of colonel.
NAME -- David L. Hadley Mr. Hadley has been engaged in the medical machinery and instrument business POSITION WITH COMPANY -- Director, for most of his working life. His Co-Chief Executive Officer, reputation as a dealer and as an President accomplished repair technician is outstanding throughout the southwestern DATE ELECTED DIRECTOR -- April 1999 United States and Latin America. He has been a business owner operating TERM OF OFFICE -- 3 years successfully for in excess of 10 years.
AGE -- 47
ITEM 9.
ITEM 9. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION LIST
The following list sets forth information concerning the compensation of the Company's Executive Officers whose compensation exceeded $100,000 for the fiscal year ending September 30, 1999.
None
STOCK OPTION GRANTS IN LAST FISCAL YEAR
None
AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED SEPTEMBER 30, 1999 AND FISCAL YEAR END OPTION VALUES
None
ITEM 10.
ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning all persons known to the Company to be the beneficial owners of more than 5% of the Company's Common Stock, (ii) the ownership interest of each director and nominee, and (iii) by all directors and executive officers as a group calculated as of September 30, 1999.
Carlton V. Phillips Chairman, Director, 3,186,925 6.19% Co-Chief Executive Officer
David L. Hadley President, Director, 19,825,505 38.50% Co-Chief Executive Officer
ITEM 11.
ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
The information required to be presented in Part III of this report is hereby incorporated by reference to the Company's definitive Proxy Statement to be prepared for the first Annual Meeting of Stockholders subsequent to the discharge of Century's bankruptcy estate by the Federal Bankruptcy Court, Arizona District. This information will be prepared in accordance with Schedule 14A and filed with the Securities and Exchange Commission as soon as practicable after release from bankruptcy.
PART IV
ITEM 12.
ITEM 12. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K.
(a)(1) Financial Statements
The following financial statements of the Company and its subsidiaries are included below:
Report of Independent Certified Public Accountant Consolidated Balance Sheet for September 30, 1999 and 1998; Consolidated Statement of Operations for September 30, 1999 and 1998; Consolidated Statement of Stockholders' Equity for September 30, 1999 and 1998. Consolidated Statement of Cash Flows for September 30, 1999 and 1998.
(a)(2) Financial Statement Schedules
All schedules are inapplicable or the required information is otherwise included in the consolidated financial statement and the notes thereto, and, therefore, have been omitted.
(a)(3) and (c) Exhibits
None
(b) Form 8-K
No reports on Form 8-K were filed during the last quarter of the year ended September 30, 1999.
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: November 28, 2001 By /s/ Carlton V. Phillips ---------------------------------------- Carlton V. Phillips Chairman of the Board, and Co-Chief Executive Officer
By /s/ David Hadley ---------------------------------------- David Hadley President and Co-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 November 28, 2001 - ---------------------------------------- Carlton V. Phillips Treasurer and Director
/s/ David Hadley November 28, 2001 - ---------------------------------------- David Hadley President and Director
CENTURY PACIFIC FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Financial Statements
September 30, 1999
Page ----
Independent Auditors' Report
Consolidated Balance Sheet as of September 30, 1999 and 1998
Consolidated Statements of Operations for the years ended September 30, 1999 and 1998
Consolidated Statements of Stockholders' Equity from September 30, 1997 to September 30, 1999
Consolidated Statements of Cash Flows for the years ended September 30, 1999 and 1998
Notes to Consolidated Financial Statements
Shelley Intl., CPA 443 E. 10th Ave. Mesa, AZ 85204 (480) 461-8301
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors Century Pacific Financial Corporation
I have audited the accompanying consolidated balance sheets of Century Pacific Financial Corporation as of September 30, 1999 and 1998 and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended September 30, 1999, 1998, and 1997. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made ty management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Century Pacific Financial Corporation as of September 30, 1999 and 1998 and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended September 30, 1999, 1998, and 1997 in conformity with generally accepted accounting principles.
/s/ Mark Shelley Shelley Intl., CPA
September 30, 2001
Century Pacific Financial Corporation
Consolidated Balance Sheet As of September 30, 1999
Assets
Current Assets Cash Receivables $ 129,316 Inventory 171,637 Current Tax Benefit 4,668 ----------
Total Current Assets $ 305,621 ----------
Equipment, net $ 10,152 ---------- Other Assets Note Receivable $ 47,168 Long Term Tax Benefit 875,697 ----------
Total Assets $1,238,638 ==========
The accompanying notes are an integral part of these statements.
Century Pacific Corporation
Consolidated Balance Sheet As of September 30, 1999 and 1998
Liabilities and Stockholders' Equity
9/30/99 9/30/98 ----------- ----------- Current Liabilities Bank Overdraft $ 18,765 $ -- Payables 19,504 508,933 Notes Payable 10,000 -- ----------- -----------
Total Current Liabilities $ 48,269 $ 508,993 =========== ===========
STOCKHOLDERS' EQUITY
Preferred Stock 5,000,000 shares authorized, no shares outstanding, par value $0.05 $ -- $ --
Common Stock 100,000,000 shares authorized 51,471,843 shares outstanding for 1999, par value $0.04 2,058,874 532,716
Additional Paid in Capital 2,006,271 2,823,496
Retained Earnings (Loss) (2,874,776) (3,865,145) ----------- -----------
Total Stockholders' Equity $ 1,190,369 $ (508,933) ----------- -----------
Total Liabilities and Stockholders' Equity $ 1,238,638 $ 0 =========== ===========
The accompanying notes are an integral part of these statement.
Century Pacific Financial Corporation
Consolidated Statement of Operations For the years ended September 30, 1999 and 1998
Year Ended 9/30/99 9/30/98 ------------ ------------ Revenue Equipment Sales $ 762,534 $ -- Service Revenue 43,562 42,855 ------------ ------------
Total Revenue 805,533 42,855 ------------ ------------
Cost of Goods Sold 446,892 -- ------------ ------------
Gross Profit $ 358,641 $ 42,855 ============ ============ Expenses Rent $ 24,264 $ 11,340 Salaries 56,895 16,122 Travel 17,600 Interest Expense 3,223 Depreciation 1,128 Loss on Investment 78,635 Other General and Administrative 55,034 15,771 ------------ ------------ Total Expenses 236,779 43,233 ------------ ------------
Income Before Income Taxes 121,862 (378)
Provision For Income Taxes 88,139 -- ------------ ------------
Net Income (Loss) $ 33,723 $ (378) ============ ============ Basic and Fully Diluted Earnings per Common Share a a ------------ ------------ Weighted Average Number of Shares 16,508,788 13,317,894 ============ ============
a = less than $0.01
The accompanying notes are an integral part of these notes
Century Pacific Financial Corporation
Consolidated Statement of Stockholders' Equity From September 30, 1997 to September 30, 1999
The accompanying notes are an integral part of these statements
Century Pacific Financial Corporation
Consolidated Statement of Cash Flow for the years ended September 30, 1999, 1998
9/30/99 9/30/98 --------- --------- Cash from Operations Net Income (Loss) $ 33,723 $ (378) --------- ---------
Changes in Receivables Change in Payables $ 48,269 $ 272 Payables for Stock (Ch-11) (508,933) -- Depreciation 1,128 -- Inventory (171,637) -- Net Change in Tax Benefit 76,281 -- --------- ---------
Cash from Operations $(521,169) $ (106) --------- ---------
Cash Used for Investing Purchase of Equipment $ 11,280 $ -- --------- ---------
Cash for Investing $ 11,280 $ -- --------- ---------
Cash from Financing Issue of Stock Under Chapter 11 Approved Plan $ 200,000 $ -- Note Payable (47,168) -- --------- ---------
Cash from Financing 152,832 -- --------- ---------
Net Change in Cash (379,617) (106)
Beginning Cash Balance 0 106 --------- ---------
Ending Cash Balance $ 0 $ 0 ========= =========
The accompanying notes are an integral part of these statements.
Century Pacific Financial Corporation
Notes to Financial Statements September 30, 1999 and 1998
NOTE 1. GENERAL BUSINESS AND ACCOUNTING PRINCIPLES
Organization and Business
Century Pacific Financial Corporation (the Company) was organized as a Delaware corporation on December 29, 1982. Formerly it was known as Century Pacific Corporation. The Company was originally organized to provide financial services. The Company currently has three wholly owned subsidiaries, Century Pacific Fidelity Corporation, Century Pacific Investment Management Corporation, and Global Medical Technologies, Inc. Century Pacific Fidelity Corporation and Century Pacific Management Corporation are totally inactive at this time and are 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.
In May 1996 the Company filed for Bankruptcy, No. 96-09598-PHX-GBN. In December of 1998 the Company emerged from bankruptcy. See Stockholders' Equity Note for an explanation of the stock issued in order to emerge from bankruptcy.
Basis
The financial statements are prepared following generally accepted accounting principles.
Revenue Recognition
For the medical equipment sales the Company generally recognizes revenue upon shipment. For the financial services revenue is recognized when the service is rendered.
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 cost is included in the cost of the inventory. Inventory at September 30, 1999 consists of $171,637.
Equipment
Equipment is depreciated using the straight-line method over the estimated useful lives, which is five years.
Fixed assets at September 30 consist of the following:
Office Equipment $ 11,380 Less: Accumulated depreciation (1,128) -------- $ 10,152 ========
Stock Options and Warrants
SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, was adopted in fiscal 1997. Adoption of this statement did not have a material effect on the financial statements as the Company currently has no options or warrants outstanding.
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.
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.
Earnings (Loss) per Share
The basic earnings (loss) per share is calculated by dividing the Company's net income (adjusted for certain dividends when paid) 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) (adjusted for certain dividends and certain interest when expensed) 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.
1999 1998 ---------- ---------- Basic weighted average number of shares 16,508,788 13,317,894 Additional shares added due to conversions 0 0 Diluted weighted average number of shares 16,508,788 13,317,894
NOTE 2. NOTES PAYABLE
The Company borrowed $10,000 from one of its major shareholders during the year to maintain adequate cash flow. This is a demand note, which currently carries no interest.
NOTE 3. STOCKHOLDERS' EQUITY
During the year 1998 the Company presented a plan to the bankruptcy court in which they would pay for their debts with Company stock. As part of this plan the Company was to issue 18,329,444 shares of stock for its debt. Also the Company purchased inventory to invest into its newly formed subsidiary, Global Medical Technologies, Inc. The Company paid 19,825,505 shares of stock for $200,000 of used medical equipment and the right to employ David Hadley and selected coworkers. The approved terms of the Federal Bankruptcy Court Chapter 11 Plan authorized these transactions.
Currently the Company has no options or warrants outstanding.
NOTE 4. 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 tax rates in effect when these differences are expected to reverse.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company's opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset recorded. The components of deferred taxes at September 30, 1999 are as follows:
Tax effect of net operating losses $874,386 General business credits 5,979 -------- 880,365 Less: Valuation allowance 0 -------- Net deferred tax asset $880,365 ========
The federal Net Operating Loss carryforwards for the Company and the corresponding expiration dates are listed below.
Amount Expiration ------ ---------- Amount available from year 1990 $ 70,850 2005 Amount available from year 1991 712,702 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 2013 ---------- Total NOL as of 9/30/1999 $2,717,878 ==========
The provision for income taxes was calculated as follows.
Net change in the deferred tax benefit $ 4,668 $ 76,281 Current taxes payable 3,498 11,858 ------- -------- Provision for Income Taxes $ 8,166 $ 88,139 ======= ========
NOTE 5. CONTINGENCIES AND COMMITMENTS
The Company's financial services office is on a month-to-month basis with no long-term commitments. The Company's medical equipment office has a lease expense illustrated below.
Year 1 Year 2 Year 3 Year 4 Year 5 ------ ------ ------ ------ ------ Real Estate Leases $30,000 $30,000 $30,000 $ 0 $ 0
NOTE 6. RELATED PARTIES TRANSACTIONS
The Company utilizes as its primary contractor for equipment repair a company, Natural Technologies, Inc. that is owned by a major shareholder. The Company also has a Note Receivable from Natural Technologies for $47,168.
NOTE 7. 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 effected.