U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

|X|   ANNUAL  REPORT  UNDER  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005

|_|   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 small business issuer as specified in its charter)

              DELAWARE                                86-0449546
   (State or other jurisdiction                      (IRS Employer
 of incorporation or organization)                 Identification No.)

             936A BEACHLAND BOULEVARD SUITE 13, VERO BEACH, FL 32963
                    (Address of principal executive offices)

                                 (772) 231-7544
                           (Issuer's telephone number)

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)

Check whether the issuer:  (1) 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. YES |X| NO |_|

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |X| NO |_|

Issuer's revenues for its most recent fiscal year:    $0

Check whether the  registrant  filed all  documents  and reports  required to be
field by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. YES |X| NO |_|.

As of October 27, 2005,  13,775,021 shares of the registrant's Common Stock were
outstanding.  The  aggregate  market value of the voting  common  equity held by
non-affiliates  (based on the  closing  bid price of such stock as  reported  on
October 27, 2005 by the NASD Over-the-Counter  Bulletin Board) was approximately
$1,259,893.

                    DOCUMENTS INCORPORATED BY REFERENCE: None

           Transitional Small Business Disclosure Format (Check One):
                                 Yes |_| No |X|

<PAGE>

                                TABLE OF CONTENTS

Item Number and Caption                                                     Page

PART I

Item 1.   Description of Business..............................................1

Item 2.   Description of Properties...........................................10

Item 3.   Legal Proceedings...................................................10

Item 4.   Submission of Matters to a Vote of Security Holders.................10


PART II

Item 5.   Market for Common Equity and Related Stockholder Matters............10

Item 6.   Management's Discussion and Analysis or Plan of Operations..........17

Item 7.   Financial Statements................................................17

Item 8.   Changes in and Disagreements With Accountants on Accounting and
              Financial Disclosure............................................17

Item 8A.  Controls and Procedures.............................................17


PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act...............17

Item 10.  Executive Compensation..............................................20

Item 11.  Security Ownership of Certain Beneficial Owners and Management......21

Item 12.  Certain Relationships and Related Transactions......................22

Item 13.  Exhibits and Reports on Form 8-K....................................22

Item 14.  Principal Accountant Fees and Services..............................23


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Summary

      Century  Pacific  Financial   Corporation   ("we",  "us",  "our",  or  the
"Company")  plans to seek a target  company with which to merge or to complete a
business combination.  In any transaction,  we will be the surviving entity, and
our   stockholders   will  retain  a  percentage   ownership   interest  in  the
post-transaction  company.  The amount of the retained  equity  ownership by our
stockholders  will be negotiated by our  management and the target  company.  We
currently are a shell company and have nominal assets and business operations.

      We will not  restrict  our search to any  specific  business,  industry or
geographic  location,  and we may participate in a business venture of virtually
any kind or nature.  This  discussion  of our plan for  acquiring  an  operating
business is purposefully  general,  and it is not meant to be restrictive of the
virtually  unlimited  discretion to search for and enter into potential business
opportunities.  We anticipate  that we will be able to  participate  in only one
potential  business venture because of our nominal assets and limited  financial
resources.

      We may  require  additional  financing  to execute  our plan to acquire an
operating  company.  The  accompanying  financial  statements  include  a "going
concern" explanatory paragraph from our accountants.

History and background

      We were  organized as a Delaware  corporation  on December  29, 1982.  The
Company had three wholly owned subsidiaries,  Global Medical Technologies, Inc.,
an Arizona  corporation  ("Global")  which was  operating,  and Century  Pacific
Financial Corp. and Century Pacific  Investment  Management  Corporation both of
which were inactive and without assets or debts.

      Global  was  formed on April 4, 1999 to buy and sell  refurbished  medical
equipment  and had  been the  Company's  principal  business  since  that  time.
Global's business had been primarily the sales of new and reconditioned  medical
equipment.  However, emphasis has been placed on promoting reconditioned medical
equipment  outside  the United  States  because of the  greater  profit  margins
resulting from the sale of reconditioned equipment versus new equipment.  Global
established  excellent contacts  throughout Mexico and had been providing a wide
variety of medical  equipment  and supplies,  ranging from selling  computerized
tomography units to selling all the equipment for hospitals.

      Prior to April 4, 1999, we received revenue from an investment banking and
securities  brokerage  business  operated under our former  principal  officer's
license through an independent  contractor  agreement with a regional securities
firm.  Those  operations  ceased after we  commenced  the Global  business.  Our
securities  business  activities  were  sharply  curtailed by the closure of all
business activities  maintained by previously existing  subsidiaries (other than
Global)  and their  subsequent  filings  for either  Chapter 7 or 11  bankruptcy
protection.  We were released from Chapter 11 bankruptcy  (U.S.  Bankruptcy case
no.  96-09598-PHX-GBN filed in May of 1996) and administrative  surveillance and
protection  on December 30, 1998.  Settlement  of all existing  debts by minimal
cash payments or issue of freely  tradable stock has settled all its accounts in
a reasonable  period of time. New management  took over in April of 1999 and has
operated the Global business.

Change of Control Transaction

      On December 8, 2004, David L. Hadley ("Hadley") and Natural  Technologies,
Inc.,  an Arizona  corporation  ("NTI")  (Hadley and NTI are  referred to herein
collectively  as  the   "Shareholders")   entered  into  a  Securities  Purchase
Agreement, as amended on January 3, 2005 (the "Purchase Agreement") with Keating
Reverse  Merger Fund,  LLC. ("KRM Fund") under which KRM Fund agreed to purchase
and the  Shareholders  agreed to sell an aggregate  of  5,625,287  shares of our
common stock held collectively by the Shareholders (the "Shares") for a purchase
price of $375,000 (the "Purchase  Price"),  or $0.067 per share. David L. Hadley
at the time was our CEO,  President and  Chairman.  The  transactions  under the
Purchase  Agreement  may be  referred  to  herein  as  the  "Change  of  Control
Transaction."


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<PAGE>

      On January 31, 2005, we entered into entered an Assumption  Agreement (the
"Assumption  Agreement") with Global and the Shareholders.  Under the Assumption
Agreement,  we  contributed  all of the shares of common  stock of our  inactive
subsidiaries,  Century Pacific  Financial  Corp. and Century Pacific  Investment
Management  Corporation,   to  Global.  Global  agreed  to  assume  all  of  our
liabilities  and to  indemnify  us for any loss we incur  with  respect  to such
assumed liabilities.  Global and the Shareholders also agreed to release us from
any and all obligations and claims.

      On February 4, 2005, we completed the distribution of all 7,925,021 shares
of common  stock of Global owned of record and  beneficially  by us (the "Global
Shares")  pro rata to our  stockholders  of record as of January  31,  2005 (the
"Distribution"). Pursuant to the Distribution, each of our stockholders received
one share of common stock of Global for each one share of our common stock owned
of record or  beneficially  by the  stockholder on the record date.  Global will
continue  to  operate  its  medical  equipment  reconditioning  business  as  an
independent company following the Distribution.

      The Shareholders completed the sale of their shares of our common stock to
KRM Fund on February 4, 2005.  Since the  distribution of our medical  equipment
business,  we  have no  material  assets,  liabilities  or  ongoing  operations.
Nevertheless,  we  believe  that we may be able to  recover  some  value for our
shareholders by the adoption and  implementation of a plan to seek,  investigate
and,  if the  results  of  the  investigation  warrant,  effectuate  a  business
combination  with a  suitable  privately-held  company  that has  both  business
history and operating assets. Our potential success will be primarily  dependent
on the efforts and abilities of our new management team, who will have virtually
unlimited  discretion in searching for, negotiating and entering into a business
combination transaction.

      Pursuant to the terms of the Purchase  Agreement,  and effective as of the
closing  of the  transactions  under the  Purchase  Agreement,  David L.  Hadley
resigned as our Chairman,  CEO and  President,  Karen A. Hadley  resigned as our
Secretary  and a  director,  and Syed M. Huq  resigned  as our  Treasurer  and a
director.

      Pursuant to the terms of the Purchase  Agreement,  and effective as of the
closing of the transactions under the Purchase  Agreement,  Kevin R. Keating was
appointed our President,  Secretary, Treasurer and sole director.  Concurrently,
our principal executive office was moved to 936A Beachland Boulevard,  Suite 13,
Vero Beach, FL 32963.

Recent Developments

      On February 16, 2005, we  originally  issued shares of our common stock as
follows:  (i)  5,000,000  shares  to KRM Fund at a  purchase  price of $0.01 per
share, for an aggregate purchase price of $50,000,  (ii) 500,000 shares to Kevin
R. Keating, our sole officer and a director,  for services rendered to us with a
fair value of $5,000, or $0.01 per share, and (iii) 150,000 shares of our common
stock to a financial  consultant for consulting  services  rendered to us with a
fair value of  $1,500,  or $0.01 per share.  On April 4,  2005,  we also  issued
200,000  shares of our common  stock to a financial  consultant  for  consulting
services  rendered  to us with a fair value of $2,000,  or $0.01 per share.  The
foregoing  stock  issuances by us have been  cancelled by the parties,  and such
transactions have been voided ab initio.

      On February 16, 2005, we entered into a contract with Vero Management, LLC
("Vero") for managerial and administrative  services.  Vero has not been engaged
to provide, and Vero does not render, legal,  accounting,  auditing,  investment
banking or capital formation services.  Kevin R. Keating is the manager of Vero.
The term of the  contract  is for one year.  In  consideration  of the  services
provided,  Vero  will be paid  $1,000  for  each  month in  which  services  are
rendered.

      On May 27, 2005 our Board of  Directors  approved  and on June 28, 2005 we
filed an  Amendment  to our  Certificate  of  Incorporation  with  the  State of
Delaware.  The amendment  increased the number of authorized shares of preferred
stock to  10,000,000  from  5,000,000  and  reduced its par value from $0.05 per
preferred share to $0.001. The amendment also increased the number of authorized
shares of common stock to 150,000,000 from 100,000,000 and reduced the par value
from $0.04 per common share to $0.001.  The  Amendment  had been approved by our
Board of  Directors on May 27, 2005 and by the written  consent of  stockholders
holding a majority of the outstanding shares of voting securities of the Company
entitled to vote on May 27, 2005. The  stockholders of the Company were mailed a
14C  information  statement  on June 7,  2005  informing  them of the  foregoing
actions.


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<PAGE>

      On February 16, 2005, we received a non-interest bearing, unsecured demand
loan from KRM Fund in the  amount of  $50,000 to  provide  working  capital  for
operating expenses. The loan is payable upon demand by KRM Fund.

      On June 28,  2005 we issued  5,000,000  restricted  common  shares in full
payment of a $50,000 note payable to KRM Fund. We also issued 850,000 restricted
common shares for services valued at $8,500.

      On March 30,  2005,  we entered  into a Letter of Intent to  acquire  Town
House Land Limited ("Town House").  We received a deposit of $50,000 pursuant to
the letter of intent to cover acquisition expenses. Effective on May 6, 2005, we
terminated its Letter of Intent with Town House and the $50,000 deposit has been
returned by us.

Pending Acquisition of Versatile Entertainment, Inc. and Bella Rose, LLC

      On October 28,  2005,  we entered  into an exchange  agreement  ("Exchange
Agreement")  with  Versatile  Entertainment,   Inc.,  a  California  corporation
("Versatile"), the stockholders of Versatile ("Stockholders"),  Bella Rose, LLC,
a California  limited  liability company ("Bella Rose") and the members of Bella
Rose  ("Members").  The completion of the  transactions  contemplated  under the
Exchange Agreement are subject to a number of conditions. The parties expect the
closing  of the  exchange  transaction  (the  "Exchange")  to  occur on or about
November 15, 2005. However, there can be no assurances that the Exchange will be
completed.

      Under the  Exchange  Agreement,  we will,  at closing,  acquire all of the
outstanding  membership  interests of Bella Rose ("Interests") from the Members,
and the Members will  contribute all of their  Interests to us. In exchange,  we
will  issue  to the  Members  492,021.29  shares  of our  Series  A  Convertible
Preferred Stock, par value $0.001 per share ("Preferred  Stock").  Following the
closing of the exchange transaction ("Closing"), Bella Rose will continue as our
wholly-owned subsidiary.

      The Exchange Agreement also provides that we will, at closing, acquire all
of the  outstanding  shares of capital stock of Versatile  ("Versatile  Shares")
from  the  Stockholders,  and the  Stockholders  will  contribute  all of  their
Versatile  Shares  to us.  In  exchange,  we  will  issue  to  the  Stockholders
1,968,085.05  shares of our Preferred  Stock.  Following the Closing,  Versatile
will continue as our wholly-owned subsidiary.

      A total of  2,460,106.34  shares of our Preferred  Stock will be issued in
the  Exchange to the  Members and the  Stockholders,  subject to  adjustment  as
described below.  Each share of our Preferred Stock will be convertible into 100
shares of our common  stock.  Accordingly,  upon  completion of the Exchange and
prior to any  adjustment,  the Members will own 49,202,129  shares of our common
stock on an as-converted basis, and the Stockholders will own 196,808,505 shares
of our common stock on an as-converted basis.

      The  consummation of the Exchange is contingent on a minimum of $4,500,000
being  subscribed  for,  and  funded  into  escrow,  by certain  accredited  and
institutional  investors  ("Investors")  for  the  purchase  of  shares  of  our
Preferred  Stock  promptly  after the  closing of the  Exchange  under terms and
conditions approved by our board of directors immediately following the Exchange
("Capital  Raise").  The closing of the Capital  Raise will be contingent on the
closing of the Exchange.

      The  actual  number of shares of our  Preferred  Stock to be  received  by
Members and  Stockholders in the Exchange is subject to adjustment  based on the
number of shares  of our  Preferred  Stock  issued  to  Investors  for the first
$4,500,000 of the Capital Raise.  The aggregate shares of our Preferred Stock to
be issued to the Members and  Stockholders  in the Exchange will be reduced on a
share-for-share  basis for each share of our Preferred Stock issued to Investors
for the first $4,500,000 in the Capital Raise in excess of 333,000. If less than
333,000  shares  of  Preferred  Stock  are  issued  to  Investors  for the first
$4,500,000 in the Capital Raise, then there will be no adjustment.

      Upon  completion of the Exchange,  assuming  gross  proceeds of $4,500,000
from the Capital Raise, the Members, Stockholders and Investors in the aggregate
will own 2,793,106.34 shares of our Preferred Stock, which will represent in the
aggregate 95.3% of our issued and outstanding  shares of common stock on a fully
diluted and as-converted basis.  Further,  assuming gross proceeds of $4,500,000
from  the  Capital  Raise,  our  current  stockholders  will  own  4.7%  of  the
outstanding common stock (or,  13,775,021 of our common stock) immediately after
completion of these transactions on a fully diluted and as-converted basis.


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<PAGE>

      The Capital Raise may result in gross proceeds from Investors in excess of
$4,500,000.  In such case, the relative common stock ownership  interests of the
Members,   Stockholders  and  existing  stockholders  on  a  fully  diluted  and
as-converted basis will be reduced on a pro rata basis.

      The  issuance  of the shares of  Preferred  Stock to the  Members  and the
Stockholders  in the Exchange and,  upon  conversion of such shares of Preferred
Stock, the shares of our common stock underlying such shares of Preferred Stock,
is intended to be exempt from registration  under the Securities Act of 1933, as
amended (the "Securities Act"),  pursuant to Section 4(2) thereof and such other
available  exemptions.  The issuance of shares of  Preferred  Stock to Investors
under  the  Capital  Raise  is  being  offered  pursuant  to an  exemption  from
registration contained in Regulation D, only to accredited investors. The shares
of Preferred  Stock and the shares of our common stock  underlying the shares of
Preferred  Stock may not be offered or sold in the United States unless they are
registered  under the  Securities  Act, or an  exemption  from the  registration
requirements  of the  Securities  Act is available.  No  registration  statement
covering these  securities has been filed with the United States  Securities and
Exchange  Commission  ("Commission") or with any state securities  commission in
respect of the  Exchange or the Capital  Raise.  However,  as a condition to the
Capital  Raise,  we will agree to register  for public  re-sale the common stock
underlying the Preferred Stock issued to the Investors in the Capital Raise.

      We are presently  authorized  under our  Certificate of  Incorporation  to
issue  150,000,000  shares of common  stock,  par value  $0.001 per  share,  and
10,000,000  shares of  preferred  stock,  par value  $0.001  per  share.  Of the
10,000,000  shares of  preferred  stock  authorized,  3,500,000  shares  will be
designated as Series A Convertible  Preferred Stock pursuant to a certificate of
designations  ("Certificate  of  Designations"),  which will be  approved by our
board of  directors,  and filed with and accepted by, the  Secretary of State of
the State of Delaware prior to the Closing of the Exchange.  Currently,  we have
13,775,021  shares of  common  stock  issued  and  outstanding  and no shares of
preferred stock issued and outstanding.

      Under  the  terms  of the  Exchange  Agreement,  all  of  the  outstanding
Interests  held by the  Members  and all of the  Versatile  Shares  owned by the
Stockholders  will be exchanged for shares of our Preferred Stock. Each share of
Preferred  Stock will be  convertible  into 100 shares of our common  stock (the
"Conversion  Rate").  The Preferred Shares will immediately and automatically be
converted into shares of our common stock (the "Mandatory  Conversion") upon the
approval   by  a  majority   of  our   stockholders   (voting   together  on  an
as-converted-to-common-stock  basis),  following  the  Exchange  and the Capital
Raise,  of a 1 for 9.25  reverse  stock split of our  outstanding  common  stock
("Reverse Split").

      The holders of shares of Series A Preferred Stock (including the Investors
acquiring  such  shares as part of the  Capital  Raise  after the closing of the
Exchange)  will be  entitled  to vote  together  with the  holders of the common
stock, as a single class,  upon all matters submitted to holders of common stock
for a vote.  Each share of Series A Preferred Stock will carry a number of votes
equal to the number of shares of common  stock  issuable as if  converted at the
record date. As such,  immediately following the Exchange and the Capital Raise,
assuming  gross  proceeds  from the Capital  Raise of  $4,500,000,  the Members,
Stockholders and Investors will have 95.3% of the total combined voting power of
all classes of our stock entitled to vote.

      Upon Mandatory Conversion of the shares of Preferred Stock, and subject to
an  adjustment  of the  Conversion  Rate as a result of the Reverse  Split,  and
assuming  gross  proceeds  from the Capital  Raise of  $4,500,000,  the Members,
Stockholders  and  Investors  will,  in  the  aggregate,  receive  approximately
30,195,751  shares  of  Century's  common  stock,   representing  95.3%  of  the
outstanding shares of Century's common stock immediately following the Mandatory
Conversion.  The existing  stockholders of Century will, following the Mandatory
Conversion and Reverse Split, and assuming gross proceeds from the Capital Raise
of $4,500,000,  own  approximately  1,489,192  shares of Century's common stock,
representing 4.7% of the outstanding shares of common stock.

      In connection  with the Reverse Split,  our board of directors may, in its
discretion,  provide special treatment to certain stockholders to preserve round
lot holders (i.e.,  holders owning at least 100 shares) after the Reverse Split.
In the event  our board  determines  to  provide  such  special  treatment,  our
stockholders holding 925 or fewer shares of common stock but at least 100 shares
of common stock will receive 100 shares of common stock after the Reverse Split,


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<PAGE>

and persons  holding less than 100 shares of common stock would not be affected.
The terms and conditions of special  treatment  afforded to our  stockholders to
preserve  round  lot  stockholders,  if any,  including  the  record  dates  for
determining which stockholders may be eligible for such special treatment,  will
be established in the discretion of our board of directors.

      Effective  as of the Closing of the Exchange  transaction,  and subject to
applicable  regulatory  requirements,  including  the  preparation,  filing  and
distribution to our stockholders of a Schedule 14(f)-1 Notice to Stockholders at
least ten (10) days prior to Closing, Kevin R. Keating, our current sole officer
and a director will continue as a member of our board and will appoint Daniel S.
Guez,  the current CEO of Versatile and majority  Member of Bella Rose, and Dean
Oakey as directors.  Luca Toscani will resign form our board effective as of the
Closing.  As a condition  to the Closing of the  Exchange  transaction,  Keating
Reverse Merger Fund, LLC ("KRM Fund"), our current controlling stockholder,  and
Stockholders  and Members  holding a majority of the Preferred Stock received in
the  Exchange  transaction,  will  agree  to vote  their  shares  of our  voting
securities:  (i) to elect one member to our board to be  designated  by KRM Fund
(the "KRM Fund Designate") for a period of one year following the Closing and to
vote for such other persons that may be designated by Daniel S. Guez to fill any
vacant position on the board of directors (other than KRM Fund  Designate),  and
(ii) to approve the Reverse Split,  the adoption of a stock  incentive plan, and
the change of our corporate name (collectively, the "Actions").

      At or prior to the  Closing,  we will also enter into a certain  financial
advisory  agreement  with Keating  Securities,  LLC  ("Keating  Securities"),  a
registered broker-dealer,  under which Keating Securities will be compensated by
us for its advisory services rendered to us in connection with the Exchange. The
transaction  advisory  fee will be  $350,000,  with the  payment  thereof  being
subject to the Closing of the Exchange.

      We have  agreed with  Versatile  and Bella Rose to continue to operate our
businesses  in the ordinary  course prior to the Exchange.  In addition,  we are
able to pursue  the  Capital  Raise,  subject to the  approval  of the terms and
conditions thereof by our board promptly following the Closing of the Exchange.

      Under the Exchange  Agreement,  each of the Company,  Versatile  and Bella
Rose have  agreed to do  certain  things,  some of which are  conditions  to the
exchange  transaction.  Each company is  obligated  to (a) obtain all  necessary
approvals for various aspects of the  transaction,  (b) give the other access to
the  records  and  personnel  to  complete  due  diligence  review,  (c) proceed
expeditiously  to  undertake  all  actions  so as to be able to  consummate  the
Exchange,  (d) in the case of Versatile,  deliver audited  financial  statements
including a balance  sheet as of December  31, 2004 and 2003 and  statements  of
operations,  cash flows and stockholders'  equity from inception to December 31,
2004 and  unaudited  financial  statements  of Versatile  and Bella Rose for the
three month and nine month  periods ended  September 30, 2005 and 2004,  and (e)
refrain from soliciting or initiating proposals from,  providing  information to
or  holding  discussions  with any  party  concerning  any sale of assets or any
material  portion of any capital  stock or any merger,  consolidation,  business
combination,  liquidation  or  similar  transaction,  subject  to the  fiduciary
obligations of directors generally.

      Consummation of the Exchange is conditioned upon the minimum amount of the
Capital Raise  ($4,500,000) being held in escrow at the time of the consummation
of the  Exchange  with such funds  being  available  for  release to us upon the
Closing of the  Exchange  and the  approval of the terms and  conditions  of the
Capital Raise by our board after the Exchange.  Consummation  of the Exchange is
also  contingent  upon tax counsel to  Versatile  and Bella Rose  rendering  its
opinion that the transaction will not be taxable to the holders of Interests and
Versatile  Shares  pursuant  to Section 351 of the  Internal  Revenue  Code.  In
addition to the  foregoing  conditions,  the  Exchange is  conditioned  upon (i)
preparation,  filing and  distribution to our stockholders of a Schedule 14(f)-1
Notice to Stockholders,  and (ii) continued quotation of our common stock on the
Over-the-Counter Bulletin Board.

      Except for the representations and warranties relating to the ownership of
the  Interests  and  Versatile  Shares  which  survive the  consummation  of the
Exchange,  the representations and warranties of all the parties to the Exchange
Agreement do not survive the closing.

      The  Exchange  Agreement  may be  terminated  as  follows:  (i) by  mutual
consent, (ii) by either party if the Exchange is not consummated by November 30,
2005,  (iii) by either  party if the  Exchange is  prohibited  by issuance of an
order,  decree or ruling,  or (iv) by either  party if the other is in  material
breach of any representation,  warranty,  covenant or agreement. In the event of
termination, both parties are responsible for their expenses, except that we may
retain a $50,000  deposit paid by Versatile  and Bella Rose (unless the Exchange
Agreement  is  terminated  by Versatile or Bella Rose as a result of a breach by
us).


                                       5
<PAGE>

      Because an integral part of the Exchange is the  completion of the Capital
Raise in the minimum  amount of  $4,500,000,  the minimum  amount of the Capital
Raise  must be  subscribed  and  funded in escrow  prior to the  Closing  of the
Exchange.  The funds from the Capital  Raise will be released to us within three
days  following  the Closing of the Exchange and after the approval of the terms
and  conditions  of  the  Capital  Raise  by our  board  and  acceptance  of the
subscriptions  by us. If our board fails to approve  the Capital  Raise or we do
not accept the  subscriptions  within such three day period,  then the  Exchange
will  be  rescinded,   and  the  Capital  Raise   cancelled  with  the  escrowed
subscriptions  for shares of Preferred Stock returned to the Investors,  without
interest  or  deduction.  Additionally,  in the  event  of a  rescission  of the
Exchange,  all other  aspects of the Exchange  will be cancelled and the Members
and  Stockholders  restored to their  relative  ownership and positions in Bella
Rose and Versatile, respectively, as it was immediately prior to the Exchange.

      Our directors  have approved the Exchange  Agreement and the  transactions
contemplated  thereunder.  The directors of Versatile have approved the Exchange
Agreement  and  the  transactions  contemplated  thereunder.   Each  Member  and
Stockholder   has  approved  the  Exchange   Agreement   and  the   transactions
contemplated  thereunder  as  evidenced  by  their  execution  of  the  Exchange
Agreement. The parties expect the closing of the transactions under the Exchange
Agreement  to occur on or about  November  15,  2005.  However,  there can be no
assurances that the Exchange will be completed.

      On September 19, 2005, in our Current  Report on Form 8-K dated  September
16, 2005, we reported the  execution of a letter of intent to acquire  Versatile
and Bella Rose.  On November  1, 2005,  in our Current  Report on Form 8-K dated
October 28, 2005, we reported the execution of a definitive  Exchange  Agreement
to acquire Versatile and Bella Rose

Business of Versatile and Bella Rose

      Versatile  was  formed in April  2001,  to design,  develop,  manufacture,
market,  distribute  and  sell  high  end  fashion  jeans,  knits,  apparel  and
accessories.  Versatile currently markets,  distributes, and sells its "People's
Liberation" brand products in the United States, and  internationally  primarily
in Japan, Canada,  Mexico and the United Kingdom.  Versatile is headquartered in
Los Angeles, California, and maintains show rooms in New York and Los Angeles.

      Bella Rose was formed in May of 2005,  to  design,  develop,  manufacture,
market,  distribute  and sell high end fashion  jeans,  casual  wear,  and other
apparel. Bella Rose currently markets,  distributes and sells its "William Rast"
brand products in the United States, Japan and the United Kingdom. Bella Rose is
headquartered in Los Angeles,  California,  and maintains show rooms in New York
and Los Angeles.

      Each of  Versatile  and Bella  Rose has a limited  operating  history  and
limited  revenue to date.  While  management  believes that each company has the
opportunity  to be successful in the high end fashion jean market,  there can be
no assurance  that  Versatile or Bella Rose will be successful in  accomplishing
its  business  initiatives,  or that it will be able to achieve any  significant
levels of revenues, or recognize net income, from the sale of its products.

      The  businesses  of Versatile and Bella Rose involve a number of risks and
uncertainties  that could cause the actual  results of either  company to differ
materially from those estimated by management from time to time. Potential risks
and uncertainties, include, but are not limited to, such factors as fluctuations
in demand for each company's  products,  the introduction of new products,  each
company's ability to maintain customer and strategic business relationships, the
impact of  competitive  products  and  pricing,  growth in target  markets,  the
adequacy  of each  company's  liquidity  and  financial  strength to support its
growth,  and other  information  that may be  detailed  from time to time in our
filings with the United States  Securities  and Exchange  Commission  should the
exchange transaction contemplated by the Exchange Agreement be completed.


                                       6
<PAGE>

Employees

      We currently do not have any  employees.  Our sole officer and a director,
Kevin R. Keating, serves in such capacities without salary or bonus. Mr. Keating
accepted  his  position as an officer  and a director  on  February 4, 2005.  We
issued shares of our common stock to Mr.  Keating as  compensation  for services
rendered.

      We have entered  into a contract  with Vero  Management,  LLC ("Vero") for
managerial and  administrative  services.  Vero has not been engaged to provide,
and Vero does not render,  legal,  accounting,  auditing,  investment banking or
capital  formation  services.  Vero is owned and managed by Mr. Keating.  We pay
Vero $1,000 per month for services provided to us.

Risk Factors

      An  investment  in our  common  stock  involves  investment  risks and the
possibility  of the  loss of an  investor's  entire  investment.  A  prospective
investor should evaluate all information about us and the risk factors discussed
below in relation to his financial circumstances before investing in us.

      1. No Current Operating Business.  We currently have no relevant operating
business,  revenues from  operations  or assets.  Our business plan is to seek a
merger or business  combination with an operating  business.  We face all of the
risks  inherent  in the  investigation,  acquisition,  or  involvement  in a new
business  opportunity.  An investor's  purchase of any of our securities must be
regarded as placing funds at a high risk in a new or "start-up" venture with all
of the unforeseen  costs,  expenses,  problems,  and  difficulties to which such
ventures are subject.

      2. No Assurance of Success or Profitability. There is no assurance that we
will acquire a suitable and favorable  business  opportunity in a reverse merger
transaction.  In addition, even if we become involved in a business opportunity,
there is no assurance  that the business we acquire  will  generate  revenues or
profits,  or that the value of our common stock will increase as a result of the
acquired business opportunity.

      3.  Possible  Business  - Not  Identified  and  Highly  Risky.  Except  as
otherwise  discussed  with respect to the Exchange,  we have not  identified and
have no commitments to enter into or acquire a specific business opportunity and
therefore  we can  disclose  the risks and hazards of a business or  opportunity
that we acquire  only in a general  manner,  and cannot  disclose  the risks and
hazards of any specific business or other opportunity that we may enter into. An
investor can expect a potential  business  opportunity  to be quite  risky.  Our
acquisition  of or  participation  in a business  opportunity  could result in a
total  loss  to our  investors  and  stockholders  if  the  target  business  is
unsuccessful. Further, any investment in us may continue to be highly illiquid.

      4. Type of Business Acquired.  Except as otherwise  discussed with respect
to the Exchange,  the type of business  that may be acquired is not  identified.
Therefore,  our investors  and  stockholders  have to rely on our  management to
determine which target business to pursue.  There are no controlling  parameters
of the business to be acquired.  Thus,  ultimately an investment  will depend on
the target  business  and  therefore  investors in us will be subject to all the
risks that would be associated with that selected  business.  Our management may
have the right to approve and  authorize  a reverse  merger  transaction  with a
target company without obtaining the vote of the majority of our stockholders.

      5. Impracticability of Exhaustive Investigation. We have limited funds and
lack full-time  management  which will likely make it impracticable to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before we commit our  limited  capital and other  resources  to acquire a target
business. Management decisions,  therefore, likely will be made without detailed
feasibility studies,  independent analysis,  market surveys, and the like which,
if we  had  more  funds  available  to  us,  would  be  desirable.  We  will  be
particularly  dependent in making  decisions  upon  information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking to be acquired by us.

      6. Lack of Diversification. Because of our limited financial resources, it
is unlikely that we will be able to diversify our  acquisitions  or  operations.
The inability to diversify our  activities  into more than one area will subject
our  investors and  stockholders  to economic  fluctuations  within a particular
business  or industry  and  therefore  increase  the risks  associated  with the
investment.  We only intend to acquire a single  business  opportunity  and thus
your investment will lack diversification.


                                       7
<PAGE>

      7. Possible Reliance upon Unaudited Financial Statements.  We will require
audited  financial  statements from target companies that we propose to acquire.
No assurance can be given, however, that audited financials will be available at
the closing of the reverse merger transaction. In cases where audited financials
are unavailable,  we will have to rely upon unaudited  information received from
target companies' management that has not been verified by outside auditors. We,
at the time of acquisition,  will be subject to the reporting  provisions of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including audited  financial  statements for any business that the shell company
acquires. Consequently,  acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting  requirements of the Exchange Act are applicable.  But, in
cases  where we have  completed  a reverse  merger  transaction  in  reliance on
unaudited  financial  statements and audited  statements cannot  subsequently be
obtained,  the  continued  ability of the  post-transaction  company to remain a
reporting company and publicly trading will be in jeopardy and may significantly
reduce the value of your investment.

      8. Investment Company Regulation. We do not intend to become classified as
an  "investment   company"  under  the  Investment  Company  Act  of  1940  (the
"Investment  Act").  We believe  that we will not become  subject to  regulation
under the  Investment  Act because (i) we will not be engaged in the business of
investing or trading in securities,  and (ii) any  acquisition  undertaken  will
result in the target company  obtaining a majority  interest in us. Should there
be  a  requirement  to  register  as  an  investment  company,  it  would  cause
significant  registration and compliance  costs. Any violation of the Investment
Act will subject us to materially adverse consequences. Should the SEC find that
we are  subject  to  the  Investment  Act,  and  order  registration  under  the
Investment  Act,  we would  resist  such  finding  and take  steps to avoid such
registration.  Irrespective  of  whether  the SEC or we were to  prevail in such
dispute about whether or not we are an investment company,  however, the damages
and delays would be costly.

      9. Other Regulation.  Any acquisition made by us may be of a business that
is subject to regulation or licensing by federal,  state, or local  authorities.
Foreign  companies may also be  considered,  and be subject to similar  business
regulations  as are  applicable  in the United States and also may be subject to
limitations on ownership by foreign  persons and entities.  Compliance with such
regulations  and  licensing  can be expected to be a  time-consuming,  expensive
process and may limit our other  investment  opportunities.  We intend to pursue
potential business  opportunities in foreign countries,  including China, and as
such, such opportunities will be subject to foreign country laws and regulations
affecting  foreign   investment,   business   operations,   currency   exchange,
repatriation  of profits,  and  taxation,  which will  increase the risk of your
investment.

      10.  Dependence  upon  Management.  We will be heavily  dependent upon the
skills, talents, and abilities of our management to implement our business plan.
Our management  may devote limited time to our affairs,  which may be inadequate
for our  business,  and may delay the  acquisition  of any business  opportunity
considered.   Furthermore,   management   has  little   experience  in  seeking,
investigating,  and  acquiring  businesses  and will  depend  upon  its  limited
business  knowledge in making decisions  regarding our acquisition of a business
opportunity.  Because  investors  will not be able to  evaluate  the  merits  of
possible  business  acquisitions  by  us,  they  should  critically  assess  the
information concerning the management.

      11.  Dependence  upon  Outside   Advisors.   To  supplement  the  business
experience of management,  we may be required to employ  accountants,  technical
experts, appraisers,  attorneys, or other consultants or advisors. Some of these
outside  advisors  may be our  affiliates  or  their  affiliated  entities.  The
selection of any such advisors will be made by our management  without any input
from stockholders.

      12. Conflicts of Interest.  Our management has other business interests to
which they will devote primary attention. As a result, conflicts of interest may
arise that can be resolved  only through the exercise by them of their  judgment
as may be consistent  with their  fiduciary  duties.  Our management will try to
resolve conflicts to the best advantage of all concerned, but there may be times
when an acquisition  opportunity is given to another entity to the  disadvantage
of our stockholders and for which there will be no recourse. It is also expected
that  we  will  engage  Keating   Securities,   LLC,  an  affiliate  of  Keating
Investments,  LLC, the managing member of our controlling stockholder, to act as
a financial advisor in connection with the reverse merger  transaction for which
it may earn a cash and/or equity fee.


                                       8
<PAGE>

      13.  Need  for  Additional  Financing.  In all  likelihood  we  will  need
additional  funds  to  take  advantage  of any  available  acquisition  business
opportunity.  Even if we were to obtain  sufficient funds to acquire an interest
in a business  opportunity,  we may not have sufficient capital to fully exploit
the  opportunity.  Our  ultimate  success  will depend upon our ability to raise
additional  capital  at  the  time  of  the  acquisition  and  thereafter.  When
additional  capital may be needed,  there can be no assurance that funds will be
available  from any  source  or,  if  available,  that they can be  obtained  on
acceptable terms.

      14. Borrowing Transactions. There is a possibility that any acquisition of
a business  opportunity by us will require  borrowing  against the assets of the
business opportunity to be acquired, or against the projected future revenues or
profits of the business  opportunity.  This leverage could increase our exposure
to larger losses.  There is no assurance that any business  opportunity acquired
through  borrowing and leverage will generate  sufficient  revenues to cover the
related debt and expenses.

      15. No Foreseeable Dividends. We do not intend to pay any dividends. We do
not  foresee  making  any cash  distributions  in the  manner of a  dividend  or
otherwise.

      16. Loss of Control by Present  Management and Stockholders.  It is likely
that any acquisition of an operating  company will result in a change in control
of the then current  directors,  officers and the stockholders.  Therefore,  our
management  prior to the  acquisition  will be  changed  to those of the  target
company and its  stockholders,  who will then control the combined  company.  At
that time, our  stockholders  will be at investment risk for the decisions about
the  business by persons that they may not know or have any ability to influence
through a board seat or by the voting mechanism of stockholders.

      17. Dilutive  Effects of Issuing  Additional  Common Stock. In any reverse
merger transaction,  for tax reasons and management  reasons,  the owners of the
target  company  will be issued a large  number of shares of common  stock which
will dilute the ownership interest of our current stockholders.  In addition, at
the time of the reverse merger,  it will be likely that there will be additional
authorized  but  unissued  shares  that  may be  later  issued  by the  then new
management for any purpose without the consent or vote of the stockholders.  The
acquisition  issuance and  additional  issuances  that may occur will dilute the
interests of our stockholders after the reverse merger transaction.

      18.  Thinly-traded  Public  Market.  Our  securities  will be very  thinly
traded,  and the  price if traded  may not  reflect  the  value of the  company.
Moreover,  there may be a reverse  split of the shares which may not reflect the
value of the company  either.  There can be no  assurance  that there will be an
active market for our shares either now or after we complete the reverse merger.
The market  liquidity  will be  dependant  on the  perception  of the  operating
business  and any steps that its  management  might take to bring the company to
the awareness of investors.  There can be no assurance  given that there will be
any  awareness  generated.  Consequently  investors may not be able to liquidate
their  investment  or  liquidate  it at a price that  reflects  the value of the
business.  If a more  active  market  should  develop,  the  price may be highly
volatile.  Because there may be a low price for our  securities,  many brokerage
firms may not be willing to effect  transactions in the  securities.  Even if an
investor finds a broker willing to effect a transaction in the  securities,  the
combination  of brokerage  commissions,  transfer fees,  taxes,  if any, and any
other  selling  costs may  exceed  the  selling  price.  Further,  many  lending
institutions  will not permit the use of such  securities as collateral  for any
loans.

      19.  Possible  Rule  144  Sales.  The  majority  of our  shares  currently
outstanding are "restricted securities" within the meaning of Rule 144 under the
Securities  Act of 1933,  as amended (the "Act").  As restricted  shares,  these
shares may be resold only  pursuant to an  effective  registration  statement or
under  the  requirements  of  Rule  144  or  other  applicable   exemption  from
registration  under the Act and as required under  applicable  state  securities
laws.  Rule  144  provides  in  essence  that a person  who has held  restricted
securities  for a period of one year may, under certain  conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the restricted  securities have been held by the owner for a
period of two years. Current stockholders who own 10% or more of our shares will


                                       9
<PAGE>

likely be deemed an affiliate  until 90 days after a reverse merger is completed
with a target company.  After such 90-day period,  and assuming said shares have
been held for more than two years,  these stockholders may be able to sell their
shares  without  volume  restrictions.  A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registrations of
our  shares,  may have a  depressive  effect upon the price of our shares in any
market that may develop.

ITEM 2.  DESCRIPTION OF PROPERTIES.

      Immediately prior to the completion of the Change of Control  Transaction,
we maintained our corporate  headquarters  in a leased office located at 4500 S.
Lakeshore Drive, Suite 357, Tempe, Arizona 85282. Beginning February 4, 2005, we
have operated from the offices of Vero. We have a management agreement with Vero
under which Vero  provides us with  managerial  and  administrative  services in
exchange for $1,000 per month.

      We do not own any real or  personal  property  nor do we have any plans to
acquire  any  real  or  personal  property  in the  future.  We do not  own  any
significant  business  operating  assets.  We do  not  maintain  any  policy  of
insurance to insure any property or business operations.

ITEM 3.  LEGAL PROCEEDINGS.

      We are not aware of any pending or threatened  legal  proceedings in which
we are involved.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      There were no matters  submitted to a vote of our stockholders  during the
fourth quarter of the fiscal year ended September 30, 2005.

                                     PART II

ITEM 5.  MARKET  FOR  COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS  AND  SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

      Subsequent to our initial public offering effective November 12, 1986, for
approximately  a year and a half,  our common  stock  traded on the NASDAQ Stock
Market under the symbol "CEPA."  Later,  as we requested  de-listing,  the issue
continued trading on the "Pink Sheet" market or through NASD's  Over-the-Counter
Bulletin  Board.  Our common stock started  trading again in 2002 and now trades
under the symbol  "CYPC."  Our common  stock is traded  from time to time on the
over-the-counter  market, and quotations may be found in NASD's Over-the-Counter
Bulletin Board. Our common stock trades only sporadically and has experienced in
the past,  and is expected to  experience in the future,  significant  price and
volume  volatility.  Our stock is  currently  available  for  trading  on NASD's
Over-the-Counter  Bulletin  Board.  Based on  information  available  to us, the
quotations  below  reflect the high and low bid  quotation  for our stock on the
Over-the-Counter  Bulletin Board. The quotations reflect inter-dealer prices and
do not include retail  mark-ups,  mark-downs or  commissions.  The prices do not
necessarily reflect actual transactions.

              2005                     High         Low
         --------------                -----       -----
         First Quarter                 $0.51       $0.20
         Second Quarter                $0.35       $0.12
         Third Quarter                 $0.46       $0.12
         Fourth Quarter                $0.60       $0.15


                                       10
<PAGE>

              2004                     High         Low
         --------------                -----       -----
         First Quarter                 $0.65       $0.15
         Second Quarter                $0.49       $0.15
         Third Quarter                 $0.33       $0.15
         Fourth Quarter                $0.30       $0.15

      As of September  30, 2005,  we had  13,775,021  shares of our common stock
outstanding.  There were 417 holders of record of our common  stock at September
30, 2005. Our transfer agent is Stalt, Inc., Menlo Park, CA.

      We have neither paid nor declared cash distributions or dividends,  and we
do not  intend to pay cash  dividends  on our  common  stock in the  foreseeable
future.  We currently intend to retain all earnings,  if and when generated,  to
finance our operations.  The declaration of cash dividends in the future will be
determined  by the  board  of  directors  based  upon  our  earnings,  financial
condition, capital requirements and other relevant factors.

Recent Sales of Unregistered Securities.

      On  August  8,  2003,  we  converted  debt of  $294,600  owed to a related
company,  Natural  Technologies,  Inc., into 1,178,400  shares of our restricted
common  stock.  On August 8, 2003, we also  converted  $24,000 of debt owed to a
third party into 80,000 shares of restricted common stock. The above shares give
effect to the 2.5 to 1 reverse stock split effective August 12, 2003.

      In September 2003, we issued 200,000 common shares for consulting services
valued at $30,000.

      On August 8, 2004, we issued 55,000 shares of common stock to  consultants
for services valued at $8,250.

      On August 30, 2004, we issued 1,000,000 shares of restricted  common stock
in exchange for a $85,000 note payable to David L. Hadley, one of our officers.

      During the last  quarter of the fiscal  year  ended  September  30,  2004,
Global,  one of our  former  subsidiaries,  issued  preferred  stock and  raised
$196,000.  Global also issued an additional 100,000 convertible preferred shares
on December 20, 2004 for services valued at $50,000. This Global preferred stock
was  initially  convertible  into our common stock or Global  common stock under
specific  conditions.  However,  the conversion  terms have been amended and the
Global  preferred stock is now only  convertible  into Global common stock under
specified conditions.  Following the Distribution described above, Global is now
an independent and private company operating the medical equipment  refurbishing
business.

      On December 15, 2004,  we issued  2,470,000  restricted  common  shares in
exchange for $125,000  accumulated  unpaid salary to David L. Hadley, one of our
officers.

      On May 27, 2005, our Board of Directors  approved and on June 28, 2005 the
Company filed an Amendment to the  Certificate of  Incorporation  of the Company
with the State of Delaware.  The  amendment  increased  the number of authorized
shares of preferred stock to 10,000,000 from 5,000,000 and reduced its par value
from $0.05 per  preferred  share to $0.001.  The  amendment  also  increased the
number of authorized  shares of common stock to 150,000,000 from 100,000,000 and
reduced the par value from $0.04 per common share to $0.001.

      On February 16, 2005, we received a non-interest bearing, unsecured demand
loan from KRM Fund in the  amount of  $50,000 to  provide  working  capital  for
operating expenses. The loan is payable upon demand by KRM Fund.


                                       11
<PAGE>

      On June 28, 2005,  we issued  5,000,000  restricted  common shares in full
payment of a $50,000  note  payable to KRM Fund.  We granted KRM Fund  piggyback
registration rights with respect to these shares.

     On June 28, 2005, we issued  500,000  restricted  common shares to Kevin R.
Keating  for  services  valued at $5,000 and  350,000  restricted  shares of our
common stock to a financial consultant for services valued at $3,500. We granted
Mr.  Keating and the financial  consultant  piggyback  registration  rights with
respect to these shares.

      In  connection  with  the  above  stock  issuances,  we did  not  pay  any
underwriting discounts or commissions. None of the sales of securities described
or referred to above was registered under the Securities Act of 1933, as amended
(the  "Securities  Act").  Each of the  purchasers  fell into one or more of the
categories that follow:  an existing  shareholder of the Company,  a creditor of
the Company,  a current or former officer or director of the Company,  a service
provider to the Company,  or an accredited  investor with whom the Company or an
affiliate  of the Company had a prior  business  relationship.  As a result,  no
general  solicitation  or advertising  was used in connection with the sales. In
making the sales  without  registration  under the  Securities  Act, the Company
relied upon one or more of the  exemptions  from  registration  including  those
contained  in  Sections  4(2)  of  the  Securities  Act,  and  in  Regulation  D
promulgated under the Securities Act.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward-Looking Statements

      The following  discussion may contain certain  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Exchange  Act of 1934.  Such  statements  are intended to be
covered by the safe harbors created by such provisions. These statements include
the plans  and  objectives  of  management  for  future  growth of the  Company,
including plans and objectives  related to the  consummation of acquisitions and
future private and public issuances of the Company's equity and debt securities.
The forward-looking statements included herein are based on current expectations
that  involve  numerous  risks and  uncertainties.  Assumptions  relating to the
foregoing  involve  judgments  with  respect  to,  among  other  things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond the  control of the  Company.  Although  the  Company  believes  that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and,  therefore,  there can be no assurance that
the  forward-looking  statements  included  in this Form 10-KSB will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

      The words "we," "us" and "our" refer to the Company.  The words or phrases
"would be," "will allow," "intends to," "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," or similar expressions
are intended to identify  "forward-looking  statements."  Actual  results  could
differ  materially from those  projected in the forward looking  statements as a
result of a number of risks and uncertainties, including but not limited to: (a)
limited  amount of resources  devoted to achieving  our business  plan;  (b) our
failure to  implement  our  business  plan within the time period we  originally
planned to  accomplish;  (c) because we are  seeking to merge with an  operating
business  which has not yet been  identified,  you will be  unable to  determine
whether we will ever become  profitable;  and (d) other risks that are discussed
in this Form 10-KSB or included in our previous  filings with the Securities and
Exchange Commission.

Plan of Operations

GENERAL BUSINESS PLAN

      Our plan of operation  is to seek a target  company with which to merge or
to complete a business combination. In any transaction, we will be the surviving
entity, and our stockholders will retain a percentage  ownership interest in the
post-transaction  company.  The amount of the retained  equity  ownership by our
stockholders will be negotiated by our management and the target company. We may
also be required to pay cash and/or  equity fees to third parties that advise us
in connection with the merger or business combination, commonly refereed to as a
reverse  merger.  These third party advisors may include  certain  affiliates of
ours and their affiliated entities.


                                       12
<PAGE>

      Typically in connection with the reverse merger  transaction  involving us
and the target  company,  there will be a capital  funding  event for the target
business on a combined basis either at the time of the reverse merger or shortly
thereafter.  This may be a private placement by either us or the target company,
if the funding event is contingent on the closing of the reverse merger.  If the
funding event is after the reverse  merger,  it will likely be a public offering
or  private  placement  of our  securities.  It will  often be the case that the
liquidity  opportunity for our existing stockholders will be tied to the ability
of the old and new investors of the target  enterprise to have  liquidity in the
market for their financial investment.  Therefore,  our stockholders may have to
continue to hold their  investment or may face competition in being able to sell
their shares in the  post-transaction  business in the public market,  which may
depress the price for such a volume of securities.

      We will not  restrict  our search to any  specific  business,  industry or
geographic  location,  and we may participate in a business venture of virtually
any kind or nature.  This  discussion  of our plan for  acquiring  an  operating
business is purposefully  general,  and it is not meant to be restrictive of the
virtually  unlimited  discretion to search for and enter into potential business
opportunities.  We anticipate  that we will be able to  participate  in only one
potential  business venture because of our nominal assets and limited  financial
resources.

      We may seek a business  opportunity  with  entities  which  have  recently
commenced operations,  or that desire to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

      We expect that the selection of a business opportunity will be complex and
risky. Due to general economic  conditions,  rapid technological  advances being
made in some  industries  and  shortages of available  capital,  we believe that
there are  numerous  potential  targets  with  either  sound  business  ideas or
operations  seeking the benefits of a shell  company that has complied  with the
federal  reporting  requirements for public  companies and is publicly  trading.
Such  benefits  may  include  facilitating  or  improving  the  terms  on  which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all stockholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult and complex.  We have,  and will continue to have,  limited
capital  with which to provide  the owners of  business  opportunities  with any
significant cash or other assets. We will,  however,  be able to offer owners of
target candidates the opportunity to acquire a controlling ownership interest in
an  issuer  who has  complied  with the  reporting  requirements  under  federal
securities  laws  without  incurring  the cost and time  required  to conduct an
initial public offering.

      The analysis of new business opportunities will be undertaken by, or under
the  supervision  of, our management who will likely engage outside  advisors to
assist us in this analysis.  Some of these outside advisors may be affiliates of
ours or their  affiliated  entities.  We intend to  concentrate  on  identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our officers and directors,  or by our
advisors. In analyzing prospective business opportunities, we will consider such
matters as (i) available  technical,  financial and managerial  resources;  (ii)
working capital and other financial  requirements;  (iii) history of operations,
if any and  prospects  for the  future;  (iv)  nature of  present  and  expected
competition;  (v) quality,  experience  and depth of management  services;  (vi)
potential for further research,  development or exploration; (vii) specific risk
factors not now  foreseeable  but that may be anticipated to impact the proposed
activities  of the  company;  (viii)  potential  for growth or  expansion;  (ix)
potential  for  profit;  (x) public  recognition  and  acceptance  of  products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
or our advisors expect to meet  personally with or interview  management and key
personnel.

      We may also have to compensate  certain  advisors,  finders and investment
banking firms for services  rendered in connection  with the  identification  of
target   operating   companies  and  the   negotiation  and  completion  of  the
transaction. Due to our limited resources, it is expect that all or a portion of
this  compensation will be in the form of our common stock or from cash provided
by the target  company or the funding event.  Additional  issuance of our common


                                       13
<PAGE>

stock will have a further  dilutive  effect on the percentage of shares held our
stockholders. Keating Securities, LLC, an affiliate of Keating Investments, LLC,
the managing member of our controlling stockholder, will also act as a financial
advisor in connection  with the reverse  merger  transaction  and will be paid a
cash and/or equity fee upon the successful closing of the reverse merger.

      We will not acquire or merge with any company for which audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

ACQUISITION OPPORTUNITIES

      In implementing a structure for a particular business acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing agreement with another company or entity. We may also acquire stock or
assets of an existing business. Our management may have the right to approve and
authorize a reverse merger  transaction with a target company without  obtaining
the vote of the majority of our  stockholders.  Further,  upon consummation of a
reverse  merger  transaction,  it is probable  that our present  management  and
stockholders will no longer be in control of us. In addition, our management, as
part of the terms of the  reverse  merger  transaction,  may  resign  and may be
replaced by new directors without a vote of our stockholders.  Any and all sales
of shares of our common stock may only be made in compliance with the securities
laws of the United States and any applicable state.

      It is anticipated that certain  securities issued by us in connection with
the reverse merger would be issued in reliance upon exemptions from registration
under application federal and state securities laws. In some circumstances, as a
negotiated element of the reverse merger transaction,  we will be asked to agree
to register all or a part of such securities  immediately  after the transaction
is consummated or at specified times thereafter. In such a case, we will attempt
to negotiate the registration of some or all of our current  outstanding  shares
which are  restricted,  but there is no guarantee that this will be accomplished
or,  if  accomplished,   that  the  registration   rights  identical.   If  such
registration  occurs, it will be undertaken by the surviving entity after it has
successfully  consummated  a  reverse  merger  and is no  longer  considered  an
inactive  company.  The issuance of substantial  additional  securities by us in
connection  with the reverse  merger and their  potential  sale into any trading
market which may develop in our securities  may have a depressive  effect on the
value of our securities in the future. There is no assurance that such a trading
market will develop.

      While  the  actual  terms  of  a  reverse  merger  transaction  cannot  be
predicted, it is expected that the parties to any business transaction will find
it desirable to avoid the creation of a taxable event and thereby  structure the
business  transaction in a so-called  "tax-free"  reorganization  under Sections
368(a)(1) or 351 of the Internal  Revenue Code (the "Code").  In order to obtain
tax-free  treatment  under the Code,  it may be necessary  for the owners of the
acquired business to own 80 percent or more of the voting stock of the surviving
entity. In such event, the equity interest retained by our current  stockholders
would be less  than 20  percent  of the  issued  and  outstanding  shares of the
surviving  entity.  This  would  result in  significant  dilution  in the equity
interests of our stockholders.

      In addition to the tax  considerations  discussed above, it is likely that
in any reverse  merger,  and  depending  upon,  among other  things,  the target
company's assets and liabilities, the equity interests of our stockholders after
the transaction will be a small percentage of the post-transaction  company. The
percentage  ownership  may be subject to  significant  reduction in the event we
acquire a target company with significant assets and expectations of growth.

      We will  participate in a business  opportunity only after the negotiation
and  execution  of  appropriate  written  agreements.  Although the terms of the
acquisition  agreements cannot be predicted,  generally such agreements will (i)
require  specific  representations  and  warranties by all of the parties;  (ii)
specify certain events of default and remedies therefor;  (iii) detail the terms
of closing and the  conditions  which must be  satisfied  by each of the parties
prior to and after closing; (iv) outline the manner of bearing costs,  including
costs   associated   with  our   attorneys  and   accountants;   (v)  set  forth
indemnification provisions; and (vi) include miscellaneous other terms.

      As stated above, we will not acquire or merge with any entity which cannot
provide independent  audited financial  statements within a reasonable period of
time after closing of the proposed  transaction.  Included in these requirements
is the affirmative duty to file independent audited financial statements as part
of a  Current  Report  on Form  8-K,  required  to be  filed  with  the SEC upon
consummation of a merger or acquisition, as well as audited financial statements


                                       14
<PAGE>

included in an Annual Report on Form 10-K (or Form 10-KSB,  as  applicable).  If
such audited financial  statements are not available at closing,  or within time
parameters necessary to insure compliance with the reporting  requirements under
federal securities laws, or if the audited financial  statements provided do not
conform to the  representations  made by the  business to be  acquired,  we will
attempt to negotiate a provision in the definitive closing documents to void the
transaction.  However,  there  is no  guarantee  that we will be  successful  in
including  such a provision  and,  in such case,  the  continued  ability of the
post-transaction  company to remain a reporting company and publicly trading may
be in jeopardy.

COMPETITION

      We are an  insignificant  participant  among the firms which engage in the
reverse  merger of shell  companies into an operating  business.  There are many
established  venture  capital and  financial  concerns  that have  significantly
greater financial and personnel  resources and technical expertise than we have.
In view of our limited financial resources and limited management  availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.  As a result,  we may not be able to find suitable target companies
with which to complete a reverse merger transaction.

Results of Operations

      For the year ended  September 30, 2005, we had net loss of $1,911,191,  as
compared  with net income of $75,571 for the year ended  September  30, 2004. In
the year  ended  September  30,  2005,  we  disposed  of all of the  assets  and
liabilities of our medical equipment business in connection with distribution of
all of the shares of Global common stock to our stockholders.  Accordingly,  the
above results of operations  include income (loss) from discontinued  operations
of  $(900,743)  and  $75,571  for the year ended  September  30,  2005 and 2004,
respectively.  In the year ended  September  30,  2005,  we also  established  a
valuation  allowance  equal to the net  deferred  tax asset of  $764,604,  which
contributed to our net loss in that period.

      The  distribution of Global shares to our stockholder in February 2005 has
been considered a disposal of assets in connection with discontinued operations.
The excess of  liabilities of Global  (including  those  liabilities  assumed by
Global under the  Assumption  Agreement)  over the adjusted  basis of the assets
owned by  Global  (including  those  assets  transferred  to  Global  under  the
Assumption  Agreement)  was  recorded  as a loss  on  disposal  of  discontinued
operations of $962,482 in the year ended September 30, 2005.

Liquidity and Capital Resources

      Our total assets as September 30, 2005 are $68,034,  which is comprised of
cash. Our current  liabilities  are $57,500,  consisting of accounts  payable of
$7,500 and a deposit related to an acquisition of $50,000. During the year ended
September 30, 2005,  we issued  5,000,000  shares of restricted  common stock in
satisfaction  of a short  term  cash  loan of  $50,000  and  850,000  shares  of
restricted  common  stock for  services  rendered to us by our director and by a
financial  consultant  valued  at  $8,500.  We have  no  long-term  debt.  Total
stockholders' equity as of September 30, 2005 is $10,534.

      We have no current  commitments under operating or capital leases and have
not entered into any  contracts  for financial  derivative  instruments  such as
futures, swaps and options.

      The  following is a summary of the  Company's  cash flows from  operating,
investing, and financing activities:

<TABLE>
<CAPTION>
                                                Year Ended         Year Ended
                                            September 30, 2005  September 30, 2004
                                            ------------------  ------------------
<S>                                         <C>                 <C>
      Cash Flows from Operating Activities  $          (96,757) $          (85,119)

      Cash Flows from Investing Activities                  --            (101,090)

      Cash Flows from Financing Activities             155,000             196,000

      Net Change in Cash                    $           58,243  $            9,791
</TABLE>


                                       15
<PAGE>

      Management  considers  it possible  that  additional  funds may need to be
raised,  either  through loans or via private  placements  of common  stock,  to
sustain our liquidity in the near term.

Going Concern

      We have sustained recurring operating losses,  currently have no source of
operating  revenue,  and have only limited  working capital with which to pursue
our business plan, which  contemplates the completion of a business  combination
with an operating company.  The amount of capital required to sustain operations
until the successful  completion of a business  combination is subject to future
events  and  uncertainties.  It may be  necessary  for us to  secure  additional
working  capital  through  loans or sales of common  stock,  and there can be no
assurance  that such funding will be available in the future.  These  conditions
raise substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies

      Use of Estimates

      The  preparation  of financial  statements in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

      Deferred Taxes

      We recognize  deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities.   Management   regularly   reviews  our  deferred  tax  assets  for
recoverability and establishes a valuation allowance based on historical taxable
income,  projected  future  taxable  income,  and  the  expected  timing  of the
reversals of existing temporary differences. Management has recorded a valuation
allowance to reduce  deferred tax assets  including  those  associated  with net
operating  losses.  The  assessment  realization  of deferred tax  provisions is
dependent upon future taxable income,  and based on historical  evidence,  it is
more likely than not that such provision will not be utilized.  Further,  in the
case  of  an   acquisition  of  a  new  business  by  us,  the  ability  of  the
post-acquisition   business  to  utilize  our  net   operating   losses  may  be
significantly  impaired  or  eliminated.  As of  September  30,  2005,  we  have
established  a valuation  allowance  equal to the net deferred tax asset,  since
management  is unable  to  determine  that we will  generate  sufficient  future
taxable income to allows us to realize the deferred tax asset.


                                       16
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

      The  following  financial  statements  required  by this  item  are  filed
herewith following the signature page to this report:

                                                                            PAGE
      Report of Independent  Registered  Public  Accounting Firm             F-1
      Consolidated Balance  Sheet - As of September  30, 2005                F-2
      Consolidated Statements of Operations - For the years ended
         September 30, 2005 and 2004                                         F-3
      Consolidated Statements of Stockholders' Equity - For the
         years ended September 30, 2005 and 2004                             F-4
      Consolidated Statements of Cash Flows - For the years ended
         September 30, 2005 and 2004                                         F-5
      Notes to Financial Statements                                       F-6-15


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

      There were no disagreements  with Shelley  International,  CPA, whether or
not  resolved,  on any matter of accounting  principles or practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
Shelley International's satisfaction,  would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its report.

ITEM 8A. CONTROLS AND PROCEDURES

      As of the end of the period covered by this report,  the Company conducted
an evaluation,  under the  supervision and with the  participation  of the Chief
Executive  Officer and Chief  Financial  Officer,  of the  Company's  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
1934 Act.  Based on this  evaluation,  the  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the 1934 Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange  Commission rules and forms.  There was no change in the
Company's  internal  control over financial  reporting during the Company's most
recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      In connection with the closing of the Purchase Agreement  discussed above,
on  February  4,  2005,  David  L.  Hadley  resigned  as our  Chairman,  CEO and
President, Karen A. Hadley resigned as our Secretary and a director, and Syed M.
Huq resigned as our Treasurer and a director.

      Kevin R. Keating was appointed as our  President,  Treasurer and Secretary
and a director  effective  February  4, 2005.  On October 7, 2005,  Mr.  Keating
appointed Luca Toscani to the board, and Mr. Toscani accepted such appointment.

      The  following  table  sets  forth the  names,  positions  and ages of our
executive  officers and  directors.  All of our  directors  serve until the next
annual  meeting of  stockholders  or until  their  successors  are  elected  and
qualify.  Officers  are  elected by the board of  directors  and their  terms of


                                       17
<PAGE>

office  are,  except to the  extent  governed  by  employment  contract,  at the
discretion of the board of directors.

            NAME         AGE                 POSITION
      -----------------  ----  --------------------------------------------
      Kevin R. Keating   65    President, Treasurer, Secretary and Director
      Luca Toscani       35    Director

      Mr. Keating, a Director, and the President, Secretary and Treasurer of the
Company,  is an  investment  executive  and for the past nine years has been the
Branch  Manager of the Vero Beach,  Florida,  office of  Brookstreet  Securities
Corporation.  Brookstreet  is a  full-service,  national  network of independent
investment  professionals.  Mr. Keating services the investment needs of private
clients with special  emphasis on equities.  For more than 35 years, he has been
engaged in various  aspects of the investment  brokerage  business.  Mr. Keating
began his Wall Street career with the First Boston  Company in New York in 1965.
From 1967  through  1974,  he was  employed  by several  institutional  research
boutiques where he functioned as Vice President Institutional Equity Sales. From
1974 until 1982,  Mr. Keating was the President and Chief  Executive  Officer of
Douglas Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has
been associated with a variety of firms as a registered representative servicing
the needs of  individual  investors.  Mr.  Keating is also the  manager and sole
member of Vero  Management,  LLC,  which  has a  management  agreement  with the
Company.

      Luca  Toscani,  a  Director  of  the  Company,  is a  partner  in  Keating
Investments,  LLC,  and has been with  Keating  Securities,  LLC, an NASD member
firm,  for five years.  He is a Registered  Representative  having  successfully
completed his Series 7 and 66 examinations.  Mr. Toscani was formerly hedge fund
manager  with  Medici  Capital  Management,  London.  He began his  career as an
arbitrage trader at Bear Stearns International Ltd. (London) after graduating in
1995  summa  cum  laude  from the  Venice  University,  Italy  with a degree  in
Economics  and  Business.  Mr.  Toscani  spent one year each of  scholarship  at
Warwick University and University College, both in the United Kingdom.

Audit Committee and Audit Committee Financial Expert

      Our board of directors  functions as an audit  committee and performs some
of the same  functions  as an  audit  committee  including:  (1)  selection  and
oversight of our independent  accountant;  (2)  establishing  procedures for the
receipt,  retention and treatment of complaints regarding  accounting,  internal
controls and auditing matters;  and (3) engaging outside advisors.  We are not a
"listed company" under SEC rules and are therefore not required to have an audit
committee  comprised  of  independent  directors.  Our  board of  directors  has
determined  that its members do not include a person who is an "audit  committee
financial  expert"  within the meaning of the rules and  regulations of the SEC.
Our board of directors has  determined  that each of its members is able to read
and understand  fundamental  financial  statements and has substantial  business
experience that results in that member's financial sophistication.  Accordingly,
the board of directors  believes  that each of its members  have the  sufficient
knowledge and experience necessary to fulfill the duties and obligations that an
audit committee would have.

Code of Ethics

A code of ethics relates to written  standards  that are reasonably  designed to
deter wrongdoing and to promote:

      o     Honest and ethical conduct, including the ethical handling of actual
            or apparent  conflicts of interest between personal and professional
            relationships;

      o     Full,  fair,  accurate,  timely  and  understandable  disclosure  in
            reports and documents  that are filed with, or submitted to, the SEC
            and in other public communications made by an issuer;


                                       18
<PAGE>

      o     Compliance with applicable governmental laws, rules and regulations;

      o     The  prompt  internal  reporting  of  violations  of the  code to an
            appropriate person or persons identified in the code; and

      o     Accountability for adherence to the code.

      Due to the limited scope of our current operations,  we have not adopted a
corporate  code of ethics  that  applies  to our  principal  executive  officer,
principal accounting officer, or persons performing similar functions.

Board Meetings; Nominating and Compensation Committees

      Our directors and officers will not receive  remuneration from the Company
unless approved by the Board of Directors or pursuant to an employment contract.
We have no employment contracts currently in place.  Directors may be paid their
expenses,  if any, of attendance at such meeting of the Board of Directors,  and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated fixed  compensation as director.  No such payment shall preclude any
director  from  serving  us in any other  capacity  and  receiving  compensation
therefor.  No compensation  has been paid to our directors for attendance at any
meetings during the last fiscal year.

      The Company is not a "listed company" under SEC rules and is therefore not
required to have a compensation committee or a nominating committee. The Company
does not  currently  have a  compensation  committee.  Our Board of Directors is
currently comprised of only two members,  Kevin R. Keating, who is also our sole
officer acting as President,  Secretary and Treasurer, and Luca Toscani. We have
no  employees,  and any  compensation  for our  directors  and officers  must be
approved by our Board of Directors.

      The Company neither has a nominating  committee for persons to be proposed
as  directors  for  election to the Board of  Directors  nor a formal  method of
communicating  nominees  from  shareholders.  The  Company  does  not  have  any
restrictions on shareholder  nominations  under its certificate of incorporation
or by-laws.  The only restrictions are those applicable  generally under Florida
law and the  federal  proxy  rules.  Currently,  the entire  Board of  Directors
decides on nominees,  on the  recommendation of one or more members of the Board
of Directors.  None of the members of the Board of Directors are  "independent."
The Board of Directors will consider  suggestions from individual  shareholders,
subject to  evaluation  of the person's  merits.  Stockholders  may  communicate
nominee  suggestions  directly  to any  of the  Board  members,  accompanied  by
biographical details and a statement of support for the nominees.  The suggested
nominee  must also  provide a  statement  of  consent  to being  considered  for
nomination.  Although  there are no formal  criteria for nominees,  our Board of
Directors   believes  that  persons  should  be  actively  engaged  in  business
endeavors,  have a  financial  background,  and  be  familiar  with  acquisition
strategies and money management.

      Because the  management and directors of the Company are the same persons,
the Board of Directors  has  determined  not to adopt a formal  methodology  for
communications  from shareholders on the belief that any communication  would be
brought to the Boards' attention by virtue of the co-extensive capacities served
by Kevin R. Keating.

Conflicts of Interest

      Certain  conflicts  of  interest  existed at  September  30,  2005 and may
continue to exist  between the Company and its officers and directors due to the
fact  that  each has  other  business  interests  to  which  they  devote  their
attention.  Each officer and director may continue to do so notwithstanding  the
fact that management time should be devoted to the business of the Company.

      Certain  conflicts  of  interest  may exist  between  the  Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and  conflicts of interest may
arise that can be resolved  only through the exercise by  management  their best
judgment as may be consistent with their fiduciary  duties.  Our management will
try to resolve  conflicts to the best advantage of all concerned,  but there may
be times  when an  acquisition  opportunity  is given to  another  entity to the
disadvantage of our stockholders and for which there will be no recourse.


                                       19
<PAGE>

      As a result  of the  change  of  control  of the  Company  and its plan of
operations to pursue a business  combination  with an operating  company,  it is
also  expected  that we will engage  Keating  Securities,  LLC, an  affiliate of
Keating  Investments,  LLC, the  managing  member of KRM Fund,  our  controlling
stockholder, to act as a financial advisor in connection with the reverse merger
transaction  for which it may earn a cash and/or  equity fee.  Kevin R. Keating,
our sole officer and director, is the father of Timothy J. Keating, the Managing
Member of KRM Fund.  Kevin R. Keating has no ownership  interest in KRM Fund and
exercises no control over KRM Fund. Timothy J. Keating is the majority member of
Keating  Investments,  LLC, the managing  member of KRM Fund.  Luca Toscani is a
minority member of Keating Investments, LLC, the managing member of KRM Fund.

Section 16(a) Beneficial Ownership Reporting

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that  directors,  executive  officers  and  persons who own more than 10% of the
outstanding common stock of certain reporting  companies file initial reports of
ownership  and reports of changes in  ownership  in such  common  stock with the
Securities and Exchange Commission ("SEC"). Officers, directors and stockholders
who own more  than 10% of the  outstanding  common  stock of  certain  reporting
companies are required by the SEC to furnish such  companies  with copies of all
Section  16(a)  reports  they file.  The Company is not  required to comply with
Section 16(a). Accordingly, stock ownership information contained in this report
is based on what is known to the Company.

ITEM 10. EXECUTIVE COMPENSATION

The following  Executive  Compensation Chart highlights the compensation for our
executive  officers.  No other executive  officers  received salary and bonus in
excess of $100,000 for the prior three fiscal years.

<TABLE>
<CAPTION>
                                                                               Long Term Compensation
                                                                        --------------------------------------
                                         Annual Compensation                     Awards             Payouts
                               ---------------------------------------- -------------------------- -----------
                                                            Other        Restricted    Securities
      Name and                                              Annual          Stock      Underlying      LTIP         All Other
      Principal                               Bonus      Compensation     Award(s)      Options      Payouts       Compensation
      Position          Year   Salary ($)      ($)           ($)             ($)      SARs (#)(2)      ($)             ($)
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
<S>                    <C>     <C>          <C>       <C>               <C>          <C>           <C>         <C>
Kevin R. Keating        2005       $0          $0            $0             N/A          N/A          N/A           $5,000
(Pres., Secr., and
Treas.) (1)
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
David L. Hadley         2005     $16,848       $0            $0             N/A          N/A          N/A            N/A
(former CEO and
Pres.) (2)              2004     $60,000       $0            $0             N/A          N/A          N/A          $20,500

                        2003     $60,000       $0            $0             N/A          N/A          N/A          $20,500
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
</TABLE>

----------
(1)   On June 28, 2005,  the Company  issued Mr.  Keating  500,000 shares of its
      common  stock in  consideration  for services  rendered by him,  valued at
      $5,000.
(2)   Mr. Hadley served as our Chairman of the Board,  Chief  Executive  Officer
      and President  until  February 4, 2005. Mr. Hadley has no stock options to
      purchase  shares of  common  stock  and was paid no  compensation  for his
      services as Chief Executive Officer and President of the Company. As Chief
      Executive  Officer and President of our  wholly-owned  subsidiary,  Global
      Medical  Technologies,  Inc., Mr. Hadley has been paid an annual salary of
      $60,000  together  with an annual  bonus as set forth above in  connection
      with his  services to Global  Medical  Technologies,  Inc. On December 15,
      2004, the Company issued Mr. Hadley 2,470,000  restricted common shares in
      exchange for $125,000 accumulated unpaid salary from previous years.


                                       20
<PAGE>

      There was no other  compensation  paid to Kevin R. Keating  during 2005 in
his  capacity  as an officer or director  of the  Company.  There were no option
grants to Kevin R. Keating during the fiscal year ended  September 30, 2005, and
no options  were  exercised  by Kevin R.  Keating  during the fiscal  year ended
September 30, 2005.

      We did  not  pay  any  compensation  to any  director  in the  year  ended
September 30, 2005.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      We have set forth in the following table certain information regarding our
common stock  beneficially  owned on September 30, 2005 for (i) each shareholder
we know to be the  beneficial  owner  of 5% or  more of our  outstanding  common
stock,  (ii)  each of our  executive  officers  and  directors,  and  (iii)  all
executive  officers and directors as a group. In general,  a person is deemed to
be a "beneficial  owner" of a security if that person has or shares the power to
vote or direct the voting of such security, or the power to dispose or to direct
the  disposition  of such  security.  A person is also deemed to be a beneficial
owner of any securities of which the person has the right to acquire  beneficial
ownership  within 60 days. To the best of our knowledge,  all persons named have
sole  voting  and  investment  power  with  respect  to such  shares,  except as
otherwise noted. There are not any pending or anticipated  arrangements that may
cause a change in control of the Company,  except as otherwise  discussed  above
with respect to the Exchange.  At September 30, 2005,  13,775,021  shares of our
common stock were outstanding.

<TABLE>
<CAPTION>
------------------------------------------ ------------------------------------ --------------------------------------
                  Name                     Number of Shares Beneficially Owned            Percent of Shares
------------------------------------------ ------------------------------------ --------------------------------------
<S>                                        <C>                                  <C>
Kevin R. Keating                                       500,000 (1)                              3.6%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
------------------------------------------ ------------------------------------ --------------------------------------
Luca Toscani                                              0 (2)                                  0%
5251 DTC Parkway, Suite 1090
Greenwood Village, CO 8011
------------------------------------------ ------------------------------------ --------------------------------------
Keating Reverse Merger Fund, LLC                     10,625,287 (2)                             77.1%
c/o Timothy J. Keating
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111
------------------------------------------ ------------------------------------ --------------------------------------
All  Executive  Officers and Directors as                500,000                                3.6%
a group
------------------------------------------ ------------------------------------ --------------------------------------
</TABLE>

----------
(1)   Kevin R.  Keating is not  affiliated  with and has no equity  interest  in
      Keating Reverse Merger Fund, LLC ("KRM Fund") and disclaims any beneficial
      interest in the shares of the Company's Common Stock owned by KRM Fund.
(2)   KRM Fund is not owned by or affiliated with Kevin R. Keating and disclaims
      any beneficial  interest in the shares of the Company's Common Stock owned
      by Kevin R. Keating.  Timothy J. Keating is the majority member of Keating
      Investments,  LLC, the managing  member of KRM Fund, and in such capacity,
      exercises  voting and investment  control over the shares of the Company's
      common  stock  owned by KRM Fund.  Luca  Toscani is a  minority  member of
      Keating  Investments,  LLC, the managing  member of KRM Fund, and does not
      have voting or investment  control over the shares of the Company's common
      stock  owned by KRM  Fund.


                                       21
<PAGE>

ITEM 12. CERTAIN  RELATIONSHIPS  AND  RELATED TRANSACTIONS

      On February 16, 2004,  the Company  entered into a contract  with Vero for
managerial and  administrative  services.  Vero has not been engaged to provide,
and Vero does not render,  legal,  accounting,  auditing,  investment banking or
capital formation services. Kevin R. Keating is the manager of Vero. The term of
the contract is for one year. In  consideration of the services  provided,  Vero
will be paid $1,000 for each month in which services are rendered.

      Kevin  R.  Keating  is  the  father  of the  majority  member  of  Keating
Investments, LLC. Luca Toscani is a minority member of Keating Investments, LLC.
Keating  Investments,  LLC is the  managing  member  of KRM  Fund,  which is the
majority  stockholder  of the  Company.  Keating  Investments,  LLC is also  the
managing  member  and  90%  owner  of  Keating  Securities,  LLC,  a  registered
broker-dealer.  Kevin  R.  Keating  is not  affiliated  with  and has no  equity
interest in Keating  Investments,  LLC, KRM Fund or Keating Securities,  LLC and
disclaims any  beneficial  interest in the shares of the Company's  Common Stock
owned by KRM Fund.  Similarly,  Keating  Investments,  LLC, KRM Fund and Keating
Securities,  LLC disclaim any beneficial interest in the shares of the Company's
Common Stock currently owned by Kevin R. Keating.

      The  Company  has engaged  Keating  Securities,  LLC to act as a financial
advisor in connection with the reverse merger  transaction for which it may earn
a cash and/or equity fee.

      Other than the above transactions or otherwise set forth in this report we
have not entered into any material  transactions  with any  director,  executive
officer,  and nominee for director,  beneficial owner of five percent or more of
our common stock,  or family members of such persons.  Also, we have not had any
transactions with any promoter. We are not a subsidiary of any company.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

      (a)   Exhibits.

            The following exhibits are included as part of this report:

            Exhibit
            Number      Title of Document
            -------     --------------------------------------------------------

            31          Certification   pursuant   to   Section   302   of   the
                        Sarbanes-Oxley Act of 2002

            32          Certification  of  Chief  Executive  Officer  and  Chief
                        Financial Officer of the Company,  pursuant to 18 U.S.C.
                        Section 1350, as adopted  pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.

      (b)   Reports on Form 8-K.

      On September 19, 2005, in its Current  Report on Form 8-K dated  September
16, 2005,  the Company  reported the  execution of a letter of intent to acquire
Versatile and Bella Rose.

      On October  7, 2005,  in its  Current  Report on Form 8-K dated  October 7
2005, the Company  reported the appointment of Luca Toscani as a director of the
Company.

      On November 1, 2005,  in its Current  Report on Form 8-K dated October 28,
2005, the Company reported the execution of a definitive  exchange  agreement to
acquire Versatile and Bella Rose.


                                       22
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)   AUDIT FEES

      The  aggregate  fees  billed  for each of the last two  fiscal  years  for
professional  services rendered by the principal accountant for the audit of the
Company's  annual  financial  statements  and  review  of  financial  statements
included  in the  Company's  Form  10-KSB  (17 CFR  249.308a)  or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in connection
with statutory and regulatory  filings or engagements for those fiscal years was
$36,250 for the fiscal year ended  September 30, 2004 and $12,000 for the fiscal
year ended September 30, 2005.

(2)   AUDIT-RELATED FEES

      There  were no fees  billed  in each of the  last  two  fiscal  years  for
assurance and related  services by the principal  accountant that are reasonably
related to the  performance  of the audit or review of the  Company's  financial
statements.

(3)   TAX FEES

      There  were no fees  billed  in each of the  last  two  fiscal  years  for
professional  services rendered by the principal  accountant for tax compliance,
tax advice, and tax planning.

(4)   ALL OTHER FEES

      There were no other fees  billed in each of the last two fiscal  years for
products  and  services  provided by the  principal  accountant,  other than the
services reported above.

RE-APPROVAL POLICIES AND PROCEDURES

      Before  the  accountant  is  engaged  by the  issuer  to  render  audit or
non-audit  services,  the  engagement  is approved by the Company's the board of
directors acting as the audit committee.


                                       23
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         CENTURY PACIFIC FINANCIAL CORPORATION



Date: November 3, 2005                   By: /s/ Kevin R. Keating
                                           -------------------------------------
                                           Kevin R. Keating
                                           President and Chief Executive Officer

      In accordance  with the  requirements  of the  Securities  Exchange Act of
1934,  this  report has been  signed by the  following  persons on behalf of the
registrant and in the capacities and on November 3, 2005.

Signatures                             Title
---------------------------            -----------------------------------------

/s/ Kevin R. Keating                   President (Principal Executive Officer),
---------------------------            Treasurer, Secretary (Principal Financial
                                       and Accounting Officer) and Director

/s/ Luca Toscani                       Director
---------------------------


                                       24
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION

                        CONSOLIDATED FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED SEPTEMBER 30, 2005


<PAGE>

                          INDEX TO FINANCIAL STATEMENTS


                                                                            PAGE
Report of Independent Registered Public Accounting Firm......................F-1
Consolidated Balance Sheet - As of September 30, 2005........................F-2
Consolidated Statements of Operations - For the Years Ended
     September 30, 2005 and 2004.............................................F-3
Consolidated Statement of Changes in Stockholders' Equity -
     For the Years Ended September 30, 2005 and 2004.........................F-4
Consolidated Statements of Cash Flows - For the Years Ended
     September 30, 2005 and 2004.............................................F-5
Notes to Consolidated Financial Statements...................................F-6


<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

To the Board of Directors/Audit Committee
Century Pacific Financial Corporation.

We have audited the  accompanying  balance sheets of Century  Pacific  Financial
Corporation,  a Delaware  corporation,  as of September 30, 2005 and the related
statement of operations,  stockholders'  equity,  and cash flows for each of the
years ended  September 30, 2005 and 2004.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance  with the auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits 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  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Century  Pacific  Financial
Corporation  as of September 30, 2005 and the results of its operations and cash
flows  for the  years  ended  September  30,  2005 and 2004 in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the  Company  has  sustained  a loss in the  year  ended
September 30, 2005. This raises substantial doubt about the Company's ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from this uncertainty.


/s/ Shelley International, CPA

Mesa, Arizona
October 28, 2005


                                      F-1
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2005


ASSETS

Current Assets
     Cash                                                           $    68,034
                                                                    -----------
     Total Current Assets                                                68,034
                                                                    -----------
         Total Assets                                               $    68,034
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable                                               $     7,500
     Deposit liability                                                   50,000
                                                                    -----------
     Total Current Liabilities                                           57,500
                                                                    -----------

Stockholders' Equity
     Preferred Stock, authorized 10,000,000 shares,
         par value $0.001, no shares outstanding                             --
     Common Stock, authorized 150,000,000 shares,
         par value $0.001, 13,775,021 shares issued
         and outstanding                                                 13,775
     Additional paid in capital                                       4,676,720
     Accumulated deficit                                             (4,679,961)
                                                                    -----------
     Total Stockholders' Equity                                          10,534
                                                                    -----------
     Total Liabilities and Stockholders' Equity                     $    68,034
                                                                    ===========


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                       F-2

<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE FISCAL YEARS ENDING SEPTEMBER 30, 2005 AND 2004


Fiscal Year Ended September 30,                        2005           2004
                                                   -----------    -----------
Revenue                                            $        --    $        --

Expenses
     General and administrative expense                 39,258             --
     Professional fees                                   8,708             --
                                                   -----------    -----------
Loss from continuing operations, before taxes          (47,966)            --

Provision for income taxes                                  --             --
                                                   -----------    -----------
Loss from continuing operations                        (47,966)            --

Discontinued Operations:
     Loss on disposal of discontinued
        operations, net of tax of $0 and $0           (962,482)            --
     Income (loss) from discontinued
        operations, net of tax of $764,604 and
        $15,197 respectively                          (900,743)        75,571
                                                   -----------    -----------
Net Income (Loss)                                  $(1,911,191)   $    75,571
                                                   ===========    ===========

Basic and Diluted Earnings (Loss) per Share
     From continuing operations                          (0.01)            --
     From disposal of discontinued operations            (0.10)            --
     From operations of discontinued business            (0.10)          0.02
                                                   -----------    -----------
     Basic and diluted earnings (loss) per share   $     (0.21)   $      0.02
                                                   ===========    ===========
Weighted average number of shares                    8,914,802      4,491,874
                                                   ===========    ===========


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                                                CENTURY PACIFIC FINANCIAL CORPORATION
                                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                       FOR THE FISCAL YEARS ENDING SEPTEMBER 30, 2005 AND 2004


                                        Preferred Stock               Common Stock
                                  -------------------------    -------------------------     Paid in     Accumulated       Total
                                    Shares        Amount          Shares        Amount       Capital       Deficit        Equity
                                  ----------    -----------    -----------   -----------   -----------   -----------    -----------

<S>                               <C>           <C>            <C>           <C>           <C>           <C>            <C>
BALANCE, SEPTEMBER 30, 2003               --             --      4,400,021   $     4,400   $ 4,409,345   $(2,844,341)   $ 1,569,404

Common stock issued for
     services, August 8, 2004                                       55,000            55         8,195                        8,250

Common stock issued for
     debt, August 30, 2004                                       1,000,000         1,000        84,000                       85,000

Net income for year                       --                                                                  75,571         75,571
                                  ----------    -----------    -----------   -----------   -----------   -----------    -----------
BALANCE, SEPTEMBER 30, 2004               --             --      5,455,021         5,455     4,501,540    (2,768,770)     1,738,225

Common stock issued for
     services, December 13, 2004                                 2,470,000         2,470       122,530                      125,000

Common stock issued for
    services, June 29, 2005                                        850,000           850         7,650                        8,500

Common stock issued for
     Cash, June 29, 2005                                         5,000,000         5,000        45,000                       50,000

Net income (loss) for year                                                                                (1,911,191)    (1,911,191)
                                  ----------    -----------    -----------   -----------   -----------   -----------    -----------
BALANCE, SEPTEMBER 30, 2005               --    $        --     13,775,021   $    13,775   $ 4,676,720   $(4,679,961)   $    10,534
                                  ==========    ===========    ===========   ===========   ===========   ===========    ===========


                     ON JUNE 28, 2005 THE COMPANY CHANGED ITS PAR VALUE FOR COMMON STOCK FROM $0.04 PER SHARE TO
                        $0.001 PER SHARE. THIS CHANGE HAS BEEN RETROACTIVELY APPLIED TO THE ABOVE SCHEDULE.


                              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
</TABLE>

                                                                F-4
<PAGE>

                            CENTURY PACIFIC FINANCIAL CORPORATION
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDING SEPTEMBER 30, 2005 AND 2004

<TABLE>
<CAPTION>

                                                                       2005           2004
                                                                   -----------    -----------
<S>                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $(1,911,191)   $    75,571
  Adjustments to net income
     Common stock issued for services                                    8,500             --
     Loss on disposal of discontinued operations                       962,482             --
  Changes in assets and liabilities
     Change in deferred tax asset                                      764,604             --
     Accounts payable                                                    7,500             --
     Deposit liability                                                  50,000             --
     Change in assets and liabilities of discontinued operations        21,348       (160,690)
                                                                   -----------    -----------
Net cash flows from operating activities                               (96,757)       (85,119)

CASH FLOWS FROM INVESTING ACTIVITIES
     Cash flow of discontinued operations                                   --       (101,090)
                                                                   -----------    -----------
Net cash flows from investing activities                                    --       (101,090)
CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common stock for cash                                  50,000             --
     Cash flow of discontinued operations                              105,000        196,000
                                                                   -----------    -----------
Net cash flows from financing activities                               155,000        196,000
                                                                   -----------    -----------
Net increase in cash                                                    58,243          9,791
                                                                   -----------    -----------
Cash, beginning of the year                                              9,791             --

Cash, end of the year                                              $    68,034    $     9,791
                                                                   ===========    ===========


          THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
</TABLE>

                                             F-5
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004

NOTE 1 - GENERAL BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS
Century  Pacific  Financial  Corporation  (the  "Company")  was  organized  as a
Delaware  corporation on December 29, 1982. Prior to the Distribution  discussed
in Footnotes 2 and 3, the Company had three wholly  owned  subsidiaries,  Global
Medical  Technologies,   Inc.,  an  Arizona  corporation  ("Global")  which  was
operating,  and Century Pacific  Financial Corp. and Century Pacific  Investment
Management  Corporation both of which were inactive and without assets or debts.
Global was formed on April 4, 1999 to buy and sell refurbished medical equipment
and that has been the Company's  principal  business since that time.  Following
the  distribution,  the Company's  plan of operation is to seek a target company
with which to merge or to complete a business combination.

USE OF ESTIMATES
The  financial  statements  have been  prepared  in  conformity  with  generally
accepted  accounting   principles.   In  preparing  the  financial   statements,
management  is  required  to make  estimates  and  assumptions  that  affect the
reported  amounts of assets and  liabilities as of the date of the statements of
financial  condition  and revenues and expenses for the year then ended.  Actual
results may differ significantly from those estimates.

EARNINGS (LOSS) PER SHARE
The basic earnings  (loss) per share is calculated by dividing the Company's net
income  available to common  shareholders  by weighted  average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income  available to common  shareholders  by diluted
weighted  average  number of common  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.

DISPOSED OPERATIONS
The Company has adopted  Statement of  Financial  Accounting  Standards  No. 144
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
modifies   previous   disclosures  and  requires   additional   disclosures  for
discontinued operations and the assets associated with discontinued  operations.
On February 4, 2005,  the Company  disposed of its  existing  medical  equipment
business,  Global,  as described in footnote 3. On February 4, 2005, the Company
underwent a change in control and became a non-operating  entity.  Operations of
the  Company,  prior to the  change in  control  are  excluded  from  continuing
operations.

STOCK COMPENSATION FOR SERVICES RENDERED
The Company may issue shares of common stock in exchange for services  rendered.
The costs of the services are valued according to generally accepted  accounting
principles and will be charged to operations.


                                      F-6
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 1 - GENERAL BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial  instruments consist primarily of cash, and obligations under accounts
payable.  The carrying  amount of cash and accounts  payable  approximates  fair
value because of the short maturity of those instruments.

STATEMENT OF CASH FLOWS
For  purposes of the  Statement of Cash Flows the Company  considers  all highly
liquid debt instruments  purchased with an original  maturity of three months or
less to be cash equivalents.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Statement   No.   150Accounting   for   Certain   Financial   Instruments   with
Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement  establishes  standards for how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.

Statement No. 151 Inventory  Costs-an amendment of ARB No. 43, Chapter 4 (Issued
11/04)

This statement amends the guidance in ARB No. 43, Chapter 4, Inventory  Pricing,
to  clarify  the  accounting  for  abnormal  amounts of idle  facility  expense,
freight, handling costs, and wasted material (spoilage).  Paragraph 5 of ARB 43,
Chapter 4, previously  stated that "...under some  circumstances,  items such as
idle facility expense,  excessive spoilage, double freight and re-handling costs
may be so abnormal ass to require treatment as current period  charges...." This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.

Statement  No. 152  Accounting  for Real Estate  Time-Sharing  Transactions  (an
amendment of FASB Statements No. 66 and 67)

This  Statement  amends  FASB  Statement  No. 66,  Accounting  for Sales of Real
Estate,  to reference the financial  accounting and reporting  guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
(SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.

This  Statement  also amends FASB  Statement  No. 67,  Accounting  for Costs and
Initial Rental Operations of Real Estate Projects,  states that the guidance for
(a) incidental  operations  and (b) costs incurred to sell real estate  projects
does not apply to real estate  time-sharing  transactions.  The  accounting  for
those operations and costs is subject to the guidance in SOP 04-2.


                                      F-7
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004


NOTE 1 - GENERAL BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Statement No. 153 Exchanges of Non-monetary  Assets (an amendment of APB Opinion
No. 29)

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is
based on the principle that exchanges of non-monetary  assets should be measured
based on the fair value of the assets  exchanged.  The guidance in that Opinion,
however,  includes  certain  exceptions to the principle.  This Statement amends
Opinion 29 to eliminate  the  exception  for  non-monetary  exchanges of similar
productive  assts and  replaces it with a general  exception  for  exchanges  of
non-monetary  assets  that do not  have  commercial  substance.  A  non-monetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's  current  financial  position,  results or operations,  or cash
flows.

Statement No. 123R Accounting for Stock-Based Compensation

In  December  2004  the  FASB  issued  a  revised  Statement  123  (SFAS  123R),
"Accounting for Stock-Based  Compensation"  requiring public entities to measure
the cost of  employee  services  received  in  Exchange  for an award of  equity
instruments based on grant date fair value. The cost will be recognized over the
period  during which an employee is required to provide  service in exchange for
the award -- usually the vesting period. The Company is evaluating the impact of
this new  pronouncement  and does not expect the effect of  implementation  will
have a significant impact on the Company's financial statements.


                                      F-8
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 2 - SPINOFF AND CHANGE IN CONTROL

On December 8, 2004, David L. Hadley ("Hadley") and Natural Technologies,  Inc.,
an  Arizona   corporation  ("NTI")  (Hadley  and  NTI  are  referred  to  herein
collectively  as  the   "Shareholders")   entered  into  a  Securities  Purchase
Agreement, as amended on January 3, 2005 (the "Purchase Agreement") with Keating
Reverse Merger Fund, L.L.C. ("KRM Fund") under which KRM Fund agreed to purchase
and the  Shareholders  agreed to sell an aggregate  of  5,625,287  shares of the
common stock of the Company held collectively by the Shareholders (the "Shares")
for a purchase  price of $375,000 (the "Purchase  Price"),  or $0.067 per share.
David L. Hadley at the time was the CEO,  President and Chairman of the Company.
The parties completed the transactions  under the Purchase Agreement on February
4, 2005.

On  January  31,  2005,  the  Company,  Global and the  Shareholders  entered an
Assumption  Agreement  (the  "Assumption   Agreement").   Under  the  Assumption
Agreement,  the  Company  contributed  all of the shares of common  stock of its
inactive  subsidiaries,  Century  Pacific  Financial  Corp. and Century  Pacific
Investment  Management  Corporation,  to  Global.  Global  agreed to assume  all
liabilities of the Company and to indemnify the Company for any loss the Company
incurs with respect to such  assumed  liabilities.  Global and the  Shareholders
also agreed to release the Company from any and all obligations and claims.

On February 4, 2005,  the Company  completed the  distribution  of all 7,925,021
shares of common stock of Global owned of record and beneficially by the Company
(the "Global  Shares") pro rata to the  Company's  stockholders  of record as of
January  31,  2005 (the  "Distribution").  Pursuant  to the  Distribution,  each
stockholder of the Company received one share of common stock of Global for each
one share of common stock of the Company owned of record or  beneficially by the
stockholder  on the record  date.  Global  will  continue to operate its medical
equipment  reconditioning  business  as an  independent  company  following  the
Distribution.

As more fully described in Footnote 3, the  distribution of Global Shares to the
Company's  stockholders has been accounted for as a discontinuation  of Global's
business.

NOTE 3 - DISCONTINUED OPERATIONS

As  described  in  Footnote  2, the Company  disposed  of its  existing  medical
equipment  business in February 2005 through a distribution  of Global Shares by
the Company to its  stockholders.  This  transaction  has been  accounted for as
discontinued  operations  since  the  Company  disposed  of its  entire  medical
equipment  business  operations as a result of the  Distribution.  The excess of
liabilities of Global (including those  liabilities  assumed by Global under the
Assumption  Agreement)  over the  adjusted  basis of the assets  owned by Global
(including  those assets  transferred to Global under the Assumption  Agreement)
was  recorded as a gain (loss) on  disposal of assets and  liabilities  from the
discontinued operations.


                                      F-9
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 3 - DISCONTINUED OPERATIONS (CONTINUED)

The following is a summary of the assets and  liabilities  of Global,  which are
included  in the gain  (loss) on  disposal  of assets and  liabilities  from the
discontinued operations at the distribution date:

Assets transferred:

      Receivables, net                                             $   359,900
      Used Equipment Inventory                                         315,825
      Investment in Client Files                                       500,000
      Other Investments                                                121,006
      Furniture and Equipment, net                                      75,016
      Deposits                                                           7,800
                                                                   -----------
      Net assets transferred                                        $1,379,547
                                                                   -----------

Liabilities assumed:

      Bank Overdraft                                               $    40,496
      Accounts Payable                                                  75,569
      Notes payable - shareholder                                       20,000
      Notes payable - third parties                                     50,000
      Subsidiary preferred stock obligation                            231,000
                                                                   -----------
      Total liabilities assumed                                        417,065
                                                                   -----------
      Net gain (loss) on disposal of discontinued operations       $  (962,482)
                                                                   ===========

Since  prior to the  Distribution,  the  operations  consisted  entirely  of the
medical  equipment  business of Global,  all operating  income and losses of the
Company through the date of  distribution  have been classified in the Statement
of Operations as income and losses from discontinued operations.

Following  completion of the transactions under the Assumption Agreement and the
distribution of Global Shares to the Company's stockholders,  the Company has no
material assets, liabilities or ongoing operations.  Nevertheless, the Company's
management  believes  that  it may  be  able  to  recover  some  value  for  its
shareholders by the adoption and  implementation of a plan to seek,  investigate
and,  if the  results  of  the  investigation  warrant,  effectuate  a  business
combination  with a  suitable  privately-held  company  that has  both  business
history and operating assets.

Since the Company has no active business  operations  flowing the  Distribution,
the Company has established a valuation  allowance equal to the net deferred tax
asset,  since  management is unable to determine  that the Company will generate
sufficient future taxable income to allow it to realize the deferred tax asset.


                                      F-10
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004


NOTE 4 - STOCKHOLDERS' EQUITY

In June 2002 the Company had a 7 to 1 reverse  stock split  ("2002  Split").  On
August 12, 2003 the Company had another  reverse  stock split of 2.5 to 1 ("2003
Split"). These reverse stock splits have been retroactively applied to all years
shown on the financial statements.

On August  8, 2003 the  Company  converted  the debt owed to a related  company,
Natural  Technologies to stock.  The debt of $294,600 was converted to 2,946,000
shares of  restricted  common stock  (1,178,400  after giving effect to the 2003
Split) per a certain 1999 agreement between the parties.

On August 8, 2003 the  Company  converted  $24,000  of debt to 80,000  shares of
restricted common stock.

In  September  2003 the Company  issued  200,000  common  shares for  consulting
services valued at $30,000.

On  August  8,  2004  the  Company  issued  55,000  shares  of  common  stock to
consultants for services valued at $8,250.

On August 30, 2004 the Company  issued  1,000,000  shares of  restricted  common
stock in exchange for a note payable to an officer of $85,000.

On December 15, 2004 the Company issued  2,470,000  restricted  common shares in
exchange for $125,000 accumulated unpaid salary to the Company's President.

On May 27, 2005 the Board of Directors approved and on June 28, 2005 the Company
filed an Amendment to the Certificate of  Incorporation  of the Company with the
State of Delaware.  The amendment  increased the number of authorized  shares of
preferred  stock to  10,000,000  from  5,000,000  and reduced its par value from
$0.05 per preferred share to $0.001.  The amendment also increased the number of
authorized  shares of common stock to 150,000,000  from  100,000,000 and reduced
the par value from $0.04 per common share to $0.001.

On June 28, 2005 the Company issued 5,000,000  restricted  common shares in full
payment of a $50,000  note  payable and  850,000  restricted  common  shares for
services valued at $8,500.


                                      F-11
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 5 - GOING CONCERN

The Company has a substantial  deficit in retained  earnings from losses for the
previous  years and with the disposal of its medical  equipment  business has no
active business operations. The Company must continue to raise funds in the near
future to survive.  This raises substantial doubt about the Company's ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from this uncertainty.

Management has been  successful in the past in raising these funds.  There is no
assurance  that  management  can continue to find  investors to cover the losses
generated.  Management's  plan is to seek a  company  with  which to merge or to
complete a business combination to the benefit of its shareholders.

NOTE 6 - INCOME TAXES

The  Company  provides  for  income  taxes  under  the  Statement  of  Financial
Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires
the use of an asset and  liability in accounting  for income taxes.  The Company
recognizes  deferred tax assets and liabilities based on the differences between
the  financial  statement  carrying  amounts  and the tax  bases of  assets  and
liabilities.  Management regularly reviews the Company's deferred tax assets for
recoverability and establishes a valuation allowance based on historical taxable
income,  projected  future  taxable  income,  and  the  expected  timing  of the
reversals of existing temporary differences.  Since the Company no longer has an
operating  business after the disposal of its medical  equipment  business,  the
management  has  recorded a valuation  allowance  to reduce  deferred tax assets
including  those  associated  with net operating  losses.  The components of the
deferred tax asset at September 30, 2005 are as follows:

         Tax effect of net operating losses                        $   819,655
         Valuation allowance                                          (819,655)
                                                                   -----------
         Net  deferred tax asset                                   $        --
                                                                   ===========

The estimated federal net operating loss  carry-forwards for the Company and the
corresponding expiration dates, as of September 30, 2005, are listed below:

         Amount available from year          Year of Expiration
         --------------------------          ------------------
         1991          $    424,189                 2006
         1992             1,205,511                 2007
         1993               626,560                 2008
         1994                80,024                 2009
         1995                20,249                 2010
         1996                 1,593                 2011
         1998                   387                 2018
         2003               300,225                 2023
         2005               184,105                 2025
                       ------------
                       $  2,842,843
                       ============


                                      F-12
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004

NOTE 6 - INCOME TAXES (CONTINUED)

Of the total  $2,842,843 in federal net operating  losses,  $2,794,877  has been
limited  under the change in control  provisions  of section 382 of the Internal
Revenue Code.

NOTE 7 - NOTES PAYABLE

On February 16, 2005,  the Company  received a non-interest  bearing,  unsecured
demand loan in the amount of $50,000 to provide  working  capital for  operating
expenses.  The loan was payable upon demand by KRM Fund.  On June 29, 2005,  the
loan balance was converted into 5,000,000 shares of restricted common stock.

NOTE 8 - RELATED PARTY TRANSACTIONS

The sole officer and director of the Company, Kevin R. Keating, is the father of
the managing member of Keating Investments, LLC. Keating Investments, LLC is the
managing member of KRM Fund,  which is the majority  shareholder of the Company.
KRM Fund owns  approximately  77% of the  outstanding  shares  of the  Company's
common stock as of September 30, 2005.  Kevin R. Keating is not affiliated  with
and has no equity interest in Keating Investments, LLC or KRM Fund and disclaims
any beneficial interest in the shares of the Company's stock owned by KRM Fund.

On February 16, 2005, the Company entered into a contract with Vero  Management,
L.L.C.  ("Vero") for managerial and administrative  services.  Vero has not been
engaged to  provide,  and Vero does not  render,  legal,  accounting,  auditing,
investment  banking or capital formation  services.  Kevin R. Keating,  the sole
director of the Company, is the manager of Vero. The term of the contract is for
one year. In  consideration of the services  provided,  Vero will be paid $1,000
for each  month in which  services  are  rendered.  For the  fiscal  year  ended
September  30, 2005,  $8,000 is included in general and  administrative  expense
pursuant  to this  agreement,  $8,000 has been paid,  and $0 remains in accounts
payable at September 30, 2005.


                                      F-13
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004


NOTE 9 - LETTER OF INTENT

On March 30, 2005,  the Company  entered into a Letter of Intent to acquire Town
House Land Limited ("Town House").  In connection with this Letter of Intent, on
April 6, 2005 the  Company  received  a deposit  of  $50,000  to be  applied  to
acquisition  related expenses.  The completion of the acquisition was subject to
the negotiation and execution of a definitive acquisition agreement,  as well as
other conditions. The Company's management subsequently terminated the Letter of
Intent, and refunded the entire deposit in May 2005.

On September  16, 2005,  the Company  entered into a Letter of Intent to acquire
Versatile Entertainment,  Inc., a California corporation ("Versatile") and Bella
Rose, LLC, a California limited liability company ("Bella Rose").

Under the transactions contemplated under the Letter of Intent, the Company will
acquire  all of the  outstanding  capital  stock  of  Versatile  and  all of the
membership  interests  of Bella Rose.  In the  exchange,  the Company will issue
shares  of  its  convertible   preferred  stock  ("Preferred   Shares")  to  the
stockholders of Versatile and the members of Bella Rose (together, the "Existing
Holders").  The closing of the exchange transaction is subject to the ability of
Versatile and Bella Rose to obtain additional financing from investors.

Immediately after giving effect to the acquisition and the additional financing,
the Existing  Holders and the investors  participating in the financing will own
in the aggregate 95.3% of the Company's issued and outstanding  shares of common
stock  on  a  fully  diluted  and  as-converted  basis.  At  the  close  of  the
transaction,  it is contemplated  that the Existing Holders will designate a new
board of directors.  The current stockholders of the Company are expected to own
4.7% of the issued and outstanding common stock after completion of the exchange
transaction  and  financing  on a fully  diluted  and  as-converted  basis.  The
completion  of the  acquisition  is subject to certain  conditions  to  closing,
including  but not limited to, the  negotiation  and  execution  of a definitive
acquisition agreement, the delivery of audited financial statements of Versatile
and Bella  Rose  prepared  in  accordance  with  generally  accepted  accounting
principles in the United States of America, and required board,  stockholder and
member approvals.


                                      F-14
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2005 AND 2004


NOTE 9 - LETTER OF INTENT (CONTINUED)

The  acquisition  agreement  will provide  that the Company  take the  following
corporate  actions  ("Actions")  promptly  following the closing of the exchange
transaction:  (a) change the  Company's  name to a name selected by the Existing
Holders;  and (b) a reverse stock split of the Company's  common stock,  on such
terms as mutually  agreed to by the parties,  to permit the Company to issue the
additional  shares of its common  stock  upon the  conversion  of the  Preferred
Shares and to allow the  Company to have  additional  shares of  authorized  and
unissued common stock for other corporate  purposes.  The Preferred  Shares will
automatically  convert  without further action of the holder thereof into shares
of the Company's  common stock upon  stockholder  approval of the Actions.  As a
condition of closing of the exchange  transaction,  Keating Reverse Merger Fund,
LLC and the Existing Holders will enter into a voting agreement under which each
of them agree to vote their  shares of capital  stock of the Company in favor of
the Actions following the Closing.

Subject  to the  satisfaction  of  the  above  conditions  and  other  customary
conditions, the acquisition is presently expected to close in the fourth quarter
of 2005.  However,  there  can be no  assurances  that the  acquisition  will be
completed.  In  connection  with this letter of intent,  the Company  received a
deposit of $50,000 to be applied to acquisition related expenses, which is shown
as a current liability in the accompanying financial statements.


                                      F-15
<PAGE>

                                  EXHIBIT INDEX

------- ------------------------------------------------------------------------
Exhibit
Number  Description of Exhibit
------- ------------------------------------------------------------------------
31      Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
------- ------------------------------------------------------------------------
32      Certification of Chief Executive Officer and Chief Financial Officer  of
        the  Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.
------- ------------------------------------------------------------------------