UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
(Mark One)
[
For the Quarterly Period Ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
Commission File No.:
(Exact name of the small business issuer as specified in
its charter)
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone
number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has 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 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.
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files).
Yes
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| [X] | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes [
]
The number of shares of Common Stock, $0.001 par value of the registrant outstanding at May 6, 2022 was .
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
| CENTENNIAL GROWTH EQUITIES, INC. | ||||||
| CONSOLIDATED BALANCE SHEETS | ||||||
| (UNAUDITED) | ||||||
| March 31, 2022 | December 31, 2021 | |||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash | $ | |
$ | |
||
| Total current assets | ||||||
| Total Assets | $ | |
$ | |
||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||
| Current Liabilities: | ||||||
| Due to related party | $ | $ | |
|||
| Total Current Liabilities | ||||||
| Due to related party - long term | ||||||
| Total Liabilities | ||||||
| Commitments and contingencies | ||||||
| Stockholders' Equity (Deficit): | ||||||
| Preferred Stock; par value
; shares authorized; shares issued and outstanding |
||||||
| Common Stock; par value ;
shares authorized; shares issued and outstanding |
||||||
| Additional paid-in capital | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||
| Total Stockholders' Equity (Deficit) | ( |
) | ||||
| Total Liabilities and Stockholders' Deficit | $ | |
$ | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| CENTENNIAL GROWTH EQUITIES, INC. | ||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
| (Unaudited) | ||||||
| For the Three Months Ended | ||||||
| March 31, | ||||||
| 2022 | 2021 | |||||
| Operating Expenses: | ||||||
| General and administrative | $ | |
$ | |
||
| Total operating expenses | ||||||
| Loss from operations | ( |
) | ( |
) | ||
| Loss before provision for income taxes | ( |
) | ( |
) | ||
| Provision for income taxes | ||||||
| Net Loss | $ | ( |
) | $ | ( |
) |
| Loss per share, basic and diluted | $ | ( | ) | $ | ( | ) |
| Weighted average common shares outstanding, basic and diluted | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| CENTENNIAL GROWTH EQUITIES, INC. | |||||||||||||||
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 | |||||||||||||||
| (Unaudited) | |||||||||||||||
| Total | |||||||||||||||
| Common Stock | Additional Paid | Accumulated | Stockholders’ | ||||||||||||
| Equity | |||||||||||||||
| Shares | Amount | in Capital | Deficit | (Deficit) | |||||||||||
| Balances as of December 31, 2021 | $ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||
| Forgiveness of related party loans | — | ||||||||||||||
| Net loss | — | ( |
) | ( |
) | ||||||||||
| Balances as of March 31, 2022 | $ | |
$ | |
$ | ( |
) | $ | |
||||||
| Total | |||||||||||||||
| Common Stock | Additional Paid | Accumulated | Stockholders’ | ||||||||||||
| Shares | Amount | in Capital | Deficit | Equity (Deficit) | |||||||||||
| Balances as of December 31, 2020 | $ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||
| Net loss | — | ( |
) | ( |
) | ||||||||||
| Balances as of March 31, 2021 | $ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| CENTENNIAL GROWTH EQUITIES, INC. | ||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
| (Unaudited) | ||||||
| For the Three Months Ended | ||||||
| March 31, | ||||||
| 2022 | 2021 | |||||
| Cash flows from operating activities: | ||||||
| Net Loss | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Changes in operating assets and liabilities: | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||
| Cash flows from investing activities: | ||||||
| Cash flows from financing activities: | ||||||
| Loans from related party | ||||||
| Net cash provided by financing activities | ||||||
| Net change in cash | ( |
) | ( |
) | ||
| Cash, beginning of period | ||||||
| Cash, end of period | $ | |
$ | |
||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for taxes | $ | $ | ||||
| Cash paid for interest | $ | $ | ||||
| Supplemental disclosure of non-cash investing and financing activity: | ||||||
| Forgiveness of related party debt | $ | |
$ | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
CENTENNIAL GROWTH EQUITIES, INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 1 – ORGANIZATION AND OPERATIONS
Centennial Growth Equities, Inc. (the “Company”), was
incorporated in the State of Colorado on
On
On
Mr. Ray was appointed as a Director, CEO, CFO, Secretary and Treasurer of the Company and Mrs. A. Terry Ray, the wife of Mr. Ray, was appointed as a Director of the Company.
On
On April 1, 2022, the board of directors accepted the resignations of Mr. Phil E. Ray and Mrs. A. Terry Ray and appointed Dimitar Slavchev Savov to serve as President, CEO, CFO and Clifford Redekop to serve as Secretary of the Corporation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s
unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S. GAAP”). The accompanying unaudited consolidated financial statements
reflect all adjustments, consisting of only normal recurring items, which, in
the opinion of management, are necessary for a fair statement of the results of
operations for the periods shown and are not necessarily indicative of the
results to be expected for the full year ending December 31, 2022. These
unaudited consolidated financial statements should be read in conjunction with
the financial statements and related notes included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021.
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
revenues and expenses during the reporting period. Actual results may differ
from those estimates.
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Cash and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three
months or less to be cash equivalents.
As of March 31, 2022 and December 31, 2021, the Company had
Principles of Consolidation
The unaudited
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries, Centennial Growth Equities and Centennial Ventures,
Inc. There has been no activity in either subsidiary as of March 31, 2022.
Recent Accounting Pronouncements
The
Company has implemented all new applicable accounting pronouncements that are in
effect and applicable. These pronouncements did not have any material impact on
the financial statements unless otherwise disclosed, and the Company does not
believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations.
NOTE 3 - GOING CONCERN
As reflected in the unaudited consolidated financial
statements, the Company has an accumulated deficit of $
NOTE 4 – RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2022 and 2021, Mr. Ray
loaned the Company $
In conjunction with the sale of the majority shares of the
Company and the change in ownership, Mr. Ray forgave the $
NOTE 5 - SUBSEQUENT EVENTS
Management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited consolidated financial statements other than the following.
On April 1, 2022, the board of directors accepted the resignations of Mr. Phil E. Ray and Mrs. A. Terry Ray and appointed Dimitar Slavchev Savov to serve as President, CEO, CFO and Clifford Redekop to serve as Secretary of the Corporation.
On the Company signed with “VITAL FE” Joint
Stock Company (“VITAL”) an Exclusive Rights Agreement for a term of 15 years for
the production and distribution of Thymus Nuclear Glycoprotein (“TNG”). VITAL
holds the technology to manufacture TNG and the intellectual property for Phase
III Clinical Trial on TNG, started in 1997 and completed in 1998 in Infectious
Diseases Hospital, Sofia on 20 patients suffering from AIDS in the advanced
stages of the disease. The results of the clinical trial show that TNG has a
significant place in the treatment of HIV. Under the terms of the agreement the
Company has agreed to pay VITAL $
On , the Company signed with “MICAR 11” LTD. (“MICAR”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of two dietary supplements, namely Palmcarotilen and Fiziolong.
8
Palmcarotilen is a dietary supplement in the form of
soft gelatin capsules that improves and regulates the metabolism of the
epithelial cells and protects them from degenerative alterations. It favorably
affects embryonic development; the regulation of the growth and division of the
cells; stimulates the growth of the bone tissue; favorably affects the function
of the gonads; increases and maintains high level of the immune system.
Fiziolong is a dietary food supplement in the form of hard gelatin
capsules, which serves as general stimulant for those in a period of
convalescence, as well as in situations of high mental and physical loads, and
for the recovery in sports. Under the terms of the agreement the Company has
agreed to pay MICAR $
On April 8, 2022, the Company filed a certificate of
designation establishing the rights and preference of preferred stock with the
Secretary of State of Colorado, which modified the rights of owners of Preferred
Stock.
As of April 11, 2022, due to the acquisitions discussed above and updated business scope, Centennial Growth Equities, Inc. is no longer designated as a shell company.
On April 29, 2022, the Company issued shares of common stock pursuant to the terms of an Intermediation Agreement with the goal of getting national distribution of the Company’s dietary supplements Fiziolong and Palmcarotilen in the North American markets.
On April 29, 2022, the Company issued shares of common stock to Noble Investment Corp. pursuant to the terms of a Consulting Services Agreement for the goal of getting an active trading symbol and placing the Company’s common stock on OTC Markets.
On April 29, 2022, the Company issued shares of common stock to Mariya Radivoeva pursuant to the terms of a Services Agreement with the goal of creating a coherent brand that reflects the entry of Centennial Growth Equities into the pharmaceutical industry.
On April 29, 2022, the Company issued shares of common stock to Kubrat Radivoev pursuant to the terms of a Services Agreement with the goal of construction and maintenance of the Company’s own production facility.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
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Business Overview
Centennial Growth Equities, Inc. was incorporated in the State of Colorado on June 6, 2000. Pursuant to the terms of a stock purchase agreement resulting in a change of control the Company is changing its business to focus on the following.
On April 7, 2022, the Company signed with “VITAL FE” Joint Stock Company (“VITAL”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of Thymus Nuclear Glycoprotein (“TNG”). VITAL holds the technology to manufacture TNG and the intellectual property for Phase III Clinical Trial on TNG, started in 1997 and completed in 1998 in Infectious Diseases Hospital, Sofia on 20 patients suffering from AIDS in the advanced stages of the disease. The results of the clinical trial show that TNG has a significant place in the treatment of HIV.
On April 7, 2022, signed with “MICAR 11” LTD. (“MICAR”) an Exclusive Rights Agreement for a term of 15 years for the production and distribution of two dietary supplements, namely Palmcarotilen and Fiziolong. Palmcarotilen is a dietary supplement in the form of soft gelatin capsules that improves and regulates the metabolism of the epithelial cells and protects them from degenerative alterations. It favorably affects embryonic development; the regulation of the growth and division of the cells; stimulates the growth of the bone tissue; favorably affects the function of the gonads; increases and maintains high level of the immune system. Fiziolong is a dietary food supplement in the form of hard gelatin capsules, which serves as general stimulant for those in a period of convalescence, as well as in situations of high mental and physical loads, and for the recovery in sports.
Critical Accounting Policies, Judgments and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Results of Operations for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.
As of March 31, 2022, the Company has had no revenue.
Operating expenses primarily consist of costs related to filing the Form 10-K and Form 10-Qs for the Company, including audit and accounting expense and filing fees. For the three months ended March 31, 2022, total operating expenses were $6,316 compared to $5,754 during the three months ended March 31, 2021.
During the three months ended March 31, 2022, the Company incurred a net loss of $6,316, compared to a net loss of $5,754 during the three months ended March 31, 2021. The increase in net loss was related to the increase in operating expenses described above.
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $6,316 for the three months ended March 31, 2022, compared to $5,754 for the three months ended March 31, 2021.
Investing Activities
We neither generated nor used cash in investing activities during the three months ended March 31, 2022 and 2021.
10
Financing Activities
Cash flows provided by financing activities were $6,000 in loan proceeds from a related party and $5,500 during the three months ended March 31, 2022 and 2021, respectively.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has limited operations and has an accumulated deficit of $158,015. If the Company cannot fulfill its business plan, the Company may attempt to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended March 31, 2022.
The following aspects of the Company were noted as potential material weaknesses:
| • | lack of an audit committee | |
| • | lack of separation of duties |
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Changes in Internal Controls
Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended March 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS.
There are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.
11
Item 1A. Risk Factors.
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
None
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits.
| Exhibit | ||
| No. | Description | |
| 31.1 | Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer | |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | |
| 101.INS* | Inline XBRL Instance Document(1) | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document(1) | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document(1) | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document(1) | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document(1) | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document(1) |
Signatures
Pursuant to the requirements of Section 13(a) 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.
| Centennial Growth Equities, Inc. | ||
| Date: May 12, 2022 | By: | /s/ Dimitar Slavchev Savov |
| Dimitar Slavchev Savov, Chief Executive Officer, | ||
| Director | ||
12