U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
(x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003.
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO
______________________.
COMMISSION FILE NUMBER: 000-49924
CENTRO SERVICES INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0513395
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
C/o Resident Agents of Nevada
Suite 4-711 S. Carson, Carson City, Nevada 89701
(Address or principal executive offices)
(775) 882-4641
(Issuer’s telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: Common Stock, $0.001 Par Value.
Indicate by check mark whether the Registrant (1) had filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (x) No
As of March 31, 2003, the Registrant had 4,526,000 shares of common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one) Yes ( ) No (x)
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TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET AS OF MARCH 31, 2003 3
INTERIM STATEMENTS OF OPERATIONS AND ACCUMULATED
DEFICIT FOR THE QUARTER ENDED MARCH 31, 2003 4
STATEMENTS OF CASH FLOWS FOR THE QUARTER ENDED
MARCH 31, 2003. 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 7
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 7
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7
ITEM 5. OTHER INFORMATION 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 8
SIGNATURE
CENTRO SERVICES INC.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
March 31, 2003 December 31, 2002
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$ $
ASSETS
CURRENT ASSETS
Cash 2,113 2,132
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LONG TERM
Incorporation and start up costs
2,082 2,082
4,195 4,214
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LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable 732 0
Contingencies (Note 1)
STOCKHOLDERS’ EQUITY (CAPITAL DEFICIENCY)
Capital Stock
Common Stock, par value of $.001 each
100,000,000 shares authorized
4,526,000 issued and outstanding 4,526 4,526
Deficit accumulated during development stage (1,063) (312)
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3,463 4,214
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4,195 4,214
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The accompanying notes are an integral part of these interim financial statements
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CENTRO SERVICES INC.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
Three Three
Months Months
Ended Ended
March 31, 2003 March 31, 2002
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GENERAL AND
ADMINISTRATIVE
EXPENSES
Bank Charges $ 19 $ 15
Accounting and filing costs 732 0
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NET LOSS FOR THE
PERIOD $ 751 $ 15
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BASIC NET LOSS
PER SHARE $ 0.00 $ 0.00
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WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING 4,526,000 4,526,000
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The accompanying notes are an integral part of these interim financial statements.
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CENTRO SERVICES INC.
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
Three Three
Months Months
Ended Ended
March 31, 2003 March 31, 2002
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--------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss for the period $ <751> $ 15
Increase in Accounts Payable <732>
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NET CASH USED IN
OPERATING ACTIVITIES <19> <15>
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CASH USED IN INVESTING ACTIVITIES
Incorporation and filing costs 0 2,082
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CASH FLOWS FROM
FINANCING ACTIVITIES
Advances from shareholder - - 1,049
Common shares issued - - 4,526
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NET CASH FLOWS
FROM FINANCING ACTIVITES - - 5,575
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INCREASE (DECREASE)
IN CASH <19> 3,478
CASH, BEGINNING OF
PERIOD 2,132 -
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CASH, END OF PERIOD $ 2,113 3,478
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The accompanying notes are an intogral part of these interim financial statements
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Centro Services Inc.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated on November 21, 2001 in the State of Nevada. To date the Company has had no business operations and was organized for the purpose of creating a corporate vehicle to locate and acquire an operating business. The ability of the Company to continue as a going concern is dependent on raising capital to acquire a business venture.
On July 17, 2002, the Company completed a Form 10SB registration (“10SB”)
with the United States Securities and Exchange Commission (“SEC”) and as a result is subject to the regulations governing reporting issuers in the United States.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions.
Preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amount and disclosures. Accordingly, actual results could differ from those estimates.
Foreign Currency Translation.
The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders’ equity , whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Fair Value of Financial Instruments.
In accordance with the requirements of SFAS No. 107, the Company has determined of the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities including cash and cash equivalents and accounts payable approximate carrying value due to the short-term maturity of the instruments.
Net Loss per Common Share.
Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflects the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
<PAGE>
NOTE 3- RELATED PARTY TRANSACTIONS
A certain director has provided a cash advance totalling $1,049 at March 31, 2002. Amounts due from related parties are non-interest bearing and have no specific terms of repayment.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the Company’s consolidated financial statements and the notes thereto. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.
The statements contained herein, other than historical information, are or may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, and involve factors, risks and uncertainties that may cause the Company’s actual results to differ materially from such statements. These factors, risks and uncertainties, include the relatively short operating history of the Company; market acceptance and availability of products and services; the impact of competitive products, services and pricing; possible delays in the shipment of new products; and the availability of sufficient financial resources to enable the Company to expand its operations.
Critical Accounting Policies
We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we used in applying the critical accounting policies. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely event that would result in materially different amounts being reported.
Results of Operations.
On July 17, 2002 the Registrant completed a Form 10SB registration with the United States Securities and Exchange Commission. As such the Registrant is subject to the regulations governing reporting issuers in the United States.
To date the Registrant has had no business operations and was organized for the purpose of creating a corporate vehicle to locate and acquire an operating business entity.
For the three months ended March 31, 2003 the Registrant incurred bank charges of $19 (March 31, 2002 - $15).
For the three months ended March 31 30, 2003 the Registrant had a net loss of $751 or 0.00 cents per share (March 31, 2002 - $15).
Liquidity and Capital Resources
During the three months ended March 31, 2003 the Registrant used $0 in cash for investing activities. As at March 31, 2003 the Registrant had $2,113 cash in the bank (December 31, 2002 - $2,132).
As the Registrant does not currently engage in any business activities that provide any cash flow, the Registrant is dependant on the Registrant raising capital or receiving loans from management in order to meet the costs of identifying, investigating and analyzing business combinations and for general corporate needs.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
The Company does not have an active business at this time.
Inflation and Currency Fluctuation
Management does not believe that inflation or currency fluctuation have had a material adverse affect on the financial statements for the periods presented.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our chief executive officer and our chief financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-14 (C) and 15-d-14 (C) as of a date (the “Evaluation Date”) within 90 days of filing date of this quarterly report, have concluded that as of the Evaluation Date, our disclosure controls and procedures were adequate and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.
Changes in internal controls
There were no significant changes in our internal controls or to our knowledge, in other factors that could significantly affect our internal controls subsequent to the Evaluation Date.
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PART II. – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K. The Registrant did not file any reports on Form 8-K during the quarterly period ended March 31, 2003.
(b) Exhibits. Exhibits included or incorporated by reference herein: See Exhibit Index.
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EXHIBIT INDEX
Number Exhibit Description
Articles of Incorporation (incorporated by reference to Exhibit 3 of the Registration Statement on Form 10-SB filed on July 17, 2002).
Bylaws (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on July 17, 2002.
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.
CENTRO SERVICES, INC.
Dated: May 30, 2003 By: /s/ Keith Attoe,
Keith Attoe, President and Director
Dated: May 30, 2003 By: /s/ Gerry Racicot
Gerry Racicot, Treasurer, Chief Financial Officer and principle Accounting Officer
FORM OF OFFICER'S CERTIFICATE
PURSUANT TO SECTION 302
______________________________
The undersigned President of Centro Services, Inc., hereby certifies that:
1. he has reviewed this quarterly report on Form 10-QSB;
2. based on his knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. based on his knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this quarterly report;
4. he and the other certifying officers:
a. are responsible for establishing and maintaining "disclosure controls and procedures" (a newly-defined term reflecting the concept of controls and procedures related to disclosure embodied in Section 302(a)(4) of the Act) for the issuer;
b. have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this quarterly report is being prepared;
c. have evaluated the effectiveness of the issuer's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report; and
d. have presented in this quarterly report their conclusions about the effectiveness of the disclosure controls and procedures based on the required evaluation as of that date;
5. he and the other certifying officers have disclosed to the issuer's auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
a. all significant deficiencies in the design or operation of internal controls (a pre-existing term relating to internal controls regarding financial reporting) which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and
6. he and the other certifying officers have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
/s/ Keith Attoe
Keith Attoe
President and Director
FORM OF OFFICER'S CERTIFICATE
PURSUANT TO SECTION 302
______________________________
The undersigned Chief Financial Officer and principle Accounting Officer of Centro Services, Inc., hereby certifies that:
1. he has reviewed this quarterly report on Form 10-QSB;
2. based on his knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. based on his knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this quarterly report;
4. he and the other certifying officers:
a. are responsible for establishing and maintaining "disclosure controls and procedures" (a newly-defined term reflecting the concept of controls and procedures related to disclosure embodied in Section 302(a)(4) of the Act) for the issuer;
b. have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this quarterly report is being prepared;
c. have evaluated the effectiveness of the issuer's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report; and
d. have presented in this quarterly report their conclusions about the effectiveness of the disclosure controls and procedures based on the required evaluation as of that date;
5. he and the other certifying officers have disclosed to the issuer's auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
a. all significant deficiencies in the design or operation of internal controls (a pre-existing term relating to internal controls regarding financial reporting) which could adversely affect the issuer's ability to record, process, summarize and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and
6. he and the other certifying officers have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
/s/ Gerry Racicot
Gerry Racicot, Treasurer
Chief Financial Officer and principle Accounting
Officer
