SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended September 30, 2004

                                       OR

[ ]  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
                 (Name of Small Business Issuer in Its Charter)

           Delaware                                      86-0449546
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

            4500 S. Lakeshore Drive, Suite 357, Tempe, Arizona 85282
               (Address of Principal Executive Offices) (Zip Code)

                                  480-966-6115
                           (Issuer's Telephone Number)

Securities Registered Pursuant to Section 12(b) of the Exchange Act: None

Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                           $.04 Par Value Common Stock
                                (Title of Class)

Indicate by check mark whether the Registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  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. [ ]

<PAGE>

State issuer's revenues for its most recent fiscal year. $1,333,050.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified dated within the past 60 days. As of January 3, 2005, 7,925,021 shares
of common  stock were  outstanding,  and the  aggregate  number of shares of the
common stock of the  Registrant  held by  non-affiliates  was  2,299,734.  Until
recently there has been no public market for the common stock of Registrant, and
there is therefore no aggregate market value of the voting and non-voting common
equity held by non-affiliates.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. [X] Yes [ ] No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date.  As of January 3, 2005,  there were
7,925,021 shares of the Company's common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which  the  document  is  incorporated:   (1)  any  annual  report  to  security
holders;(2)  any proxy or information  statement;  and (3) any prospectus  filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents  should be clearly  described for  identification  purposes
(e.g.,  annual  report to security  holders for fiscal year ended  December  24,
1990).

Transitional Small Business Disclosure Format (Check One): Yes [ ]; No [X]



                                      -ii-
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION

                                   FORM 10-KSB

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
PART I

     ITEM 1.   DESCRIPTION OF BUSINESS......................................   1
     ITEM 2.   DESCRIPTION OF PROPERTY......................................   9
     ITEM 3.   LEGAL PROCEEDINGS............................................   9
     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........   9

PART II

     ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.....  10
     ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.........................  10
     ITEM 7.   FINANCIAL STATEMENTS......................................... F-1
     ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS................  16

PART III

     ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
               PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
               ACT..........................................................  16
     ITEM 10.  EXECUTIVE COMPENSATION ......................................  17
     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT ..................................................  17
     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............  17
     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.............................  18
     ITEM 14.  CONTROLS AND PROCEDURES......................................  19
     ITEM 15.  AUDITOR FEES.................................................  19

SIGNATURES..................................................................  20

                                   ----------

                 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     THE STATEMENTS  CONTAINED IN THIS REPORT ON FORM 10-KSB THAT ARE NOT PURELY
HISTORICAL  ARE  FORWARD-LOOKING  STATEMENTS  WITHIN THE  MEANING OF  APPLICABLE
SECURITIES LAWS.  FORWARD-LOOKING  STATEMENTS INCLUDE  STATEMENTS  REGARDING OUR
"EXPECTATIONS,"   "ANTICIPATION,"   "INTENTIONS,"   "BELIEFS,"  OR  "STRATEGIES"
REGARDING  THE  FUTURE.   FORWARD-LOOKING  STATEMENTS  ALSO  INCLUDE  STATEMENTS
REGARDING REVENUE, MARGINS,  EXPENSES, AND EARNINGS ANALYSIS FOR FISCAL 2003 AND
THEREAFTER;  FUTURE  PRODUCTS OR PRODUCT  DEVELOPMENT;  OUR PRODUCT  DEVELOPMENT
STRATEGIES,  PARTICULARLY AS THEY RELATE TO THE INTERNET; POTENTIAL ACQUISITIONS
OR  STRATEGIC   ALLIANCES;   AND  LIQUIDITY  AND  ANTICIPATED   CASH  NEEDS  AND
AVAILABILITY.  ALL FORWARD-LOOKING  STATEMENTS INCLUDED IN THIS REPORT ARE BASED
ON  INFORMATION  AVAILABLE  TO US AS OF THE FILING DATE OF THIS  REPORT,  AND WE
ASSUME NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING  STATEMENTS.  OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THE FORWARD-LOOKING  STATEMENTS.  AMONG THE
FACTORS THAT COULD CAUSE  ACTUAL  RESULTS TO DIFFER  MATERIALLY  ARE THE FACTORS
DISCUSSED IN PART I, ITEM 1, "DESCRIPTION OF BUSINESS - RISK FACTORS."


                                      -iii-
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

     Century  Pacific  Financial  Corporation  (the "Company" or "Century") is a
holding  company that was formed in 1982 and  commenced  operations  in 1984. It
provides through its principal  subsidiaries a range of financial and commercial
services.  Century and its three subsidiaries are hereinafter referred to as the
"Company".  The  remaining  subsidiaries  of  Century  include  Century  Pacific
Fidelity   Corporation   (Fidelity),   Century  Pacific  Investment   Management
Corporation  (Century Management) and Global Medical Technologies Inc. DBA Tempe
Medical  Equipment (Global  Medical).  Century Pacific Fidelity  Corporation and
Century Pacific Management Corporation are totally inactive at this time and are
without  assets or debts.  Global Medical was formed on April 4, 1999 to buy and
sell refurbished medical equipment.

     Global  Medicals'  business to date has been primarily the sales of new and
reconditioned   medical  equipment.   Emphasis  has  been  placed  on  promoting
reconditioned  medical  equipment  outside  the  country  because of the greater
profit margins  resulting from the sale of  reconditioned  equipment  versus new
equipment.

     Global Medical has established excellent contacts throughout Mexico and has
been  providing a wide variety of medical  equipment and supplies,  ranging from
selling  computerized   tomography  units  to  selling  all  the  equipment  for
hospitals.  Global Medical has been profitable  since it began,  except for 2003
when it wrote off a significant  receivable that was owed by Amerimed USA, Inc.,
and expects to gain a  significant  share of the  multi-billion  dollar  medical
equipment market in the coming 5 years.

     In April of 2004 Global Medical Technologies, Inc. entered into a Strategic
Alliance  Agreement  with Cryptic  Afflictions,  LLC.  Global  agreed to provide
business  development  support and financing to Cryptic  Afflictions in exchange
for a percentage of Cryptics'  intellectual  property  rights.  The intellectual
property of Cryptic  includes  patent rights to a new human virus believed to be
associated with neurological  disorders such as Idiopathic epilepsy and Multiple
Sclerosis.

     Dr.  Steven  J.  Robbins,   Acting  Chief  Executive   Officer  of  Cryptic
Afflictions, LLC, and David L. Hadley, President of Global Medical Technologies,
Inc., a wholly owned subsidiary of the Company, have formed a new Nevada company
known as Limina Biotechnologies, Inc.  Mr. Hadley and Dr. Robbins announced that
they seek to obtain  approval  from  their  respective  companies  to merge both
Cryptic  Afflictions,  LLC, and Global Medical  Technologies,  Inc., into Limina
Biotechnologies, Inc.

     Cryptic  Afflictions,  LLC, has extensive  U.S. and  international  patents
pending and owns the  intellectual  property rights to a major and,  heretofore,
unrecognized  human  neuropathogen,   a  RNA  virus  designated  -  Cryptovirus.
Substantial  clinical  and  molecular  evidence  indicates  that  this  virus is
involved in the development of major neurological  disorders  including Multiple
Sclerosis (MS) and Idiopathic  Epilepsy (IE;  epilepsy of unknown  cause).  This
evidence  includes (1) the presence of  Cryptovirus-specific  antibodies  in the


                                        1
<PAGE>

serum and cerebrospinal  fluid of patients  suffering from these disorders,  (2)
the   ability   of  the  virus  to  cause   virtually   identical   disease   in
experimentally-infected  animals and (3) nucleotide sequence data that indicates
that the virus is pandemic and  represents a single virus  "species" - more akin
to measles than  hypervariable  viruses like HIV.  Further  clinical  validation
studies using Cryptovirus-specific  RT-PCR assays have been initiated to confirm
the presence of the virus within the central  nervous system lesions of patients
diagnosed with such disorders.

OUR PLAN FOR THE FUTURE

     We intend  to focus on final  validation  testing  for  Cryptovirus  in the
coming months.  Should we obtain  confirmation of the presence of Cryptovirus in
the  lesions of the central  nervous  system we will  immediately  apply for FDA
registration of the diagnostic test and begin work on the vaccine.

     Global  Medical will  continue its sales of new and  reconditioned  medical
equipment to healthcare facilities both inside the United States and abroad. The
domestic market consists of 90,803  medical/surgical  enters, 1,413 HMO's/PPO's,
19,392  nursing  homes,  and 6,917  hospitals.  Global  Medical  has focused its
efforts on all of the medical/surgical  centers,  nursing homes, and HMO's/PPO's
and ten percent of the hospitals. The total spent on medical equipment purchased
by these facilities is currently $20 billion dollars per year and is expected to
grow to over 32 billion per year by year 2010.  The market  abroad  includes all
privately  owned  healthcare  facilities  and  some  government  hospitals.  The
estimated  sales  potential  outside  the United  States is another  $20 billion
dollars per year. Global Medicals' goal is to capture 2% of the worldwide market
for medical equipment by year 2010.

     The need for medical  technology  is  expected  to increase  greatly in the
coming years,  however,  the available  funds for healthcare are not expected to
increase at the same rate.  This will put  considerable  pressure on  healthcare
administrators  to  carefully  watch  their  budgets and use  alternatives  like
reconditioned  medical equipment  whenever  possible.  We plan to be the world's
leader in  reconditioned  medical  equipment and discount pricing on supplies by
expanding Global Medical and the new subsidiaries we intend to acquire.

     We intend to be a consolidation of many different companies specializing in
the field of medical  and bio  technologies,  as well as real estate and capital
equipment  rental.  Each of the  companies  we intend to acquire in the  medical
technologies industry has been in business for several years,  specializing in a
particular  segment of the  industry,  such as  radiology,  patient  monitoring,
ultrasound,  or emergency  medicine.  The primary market for all these companies
has been the  alternate  care market,  the EMS market and the small to mid sized
hospitals  and  medical/radiology  centers.  Most  of  the  focus  has  been  on
reconditioned medical equipment,  although some new equipment is sold also. Each
of the companies  targeted for acquisition are profitable and have established a
strong  relationship  with their customers  throughout the  southwestern  United
States and Northern Mexico.

     Our  projected  to  be  acquired   companies  have  been  selling  new  and
reconditioned medical equipment for several years now. In the most recent years,
2002, has been one of the best in the history of the companies,  thus indicating
that despite a downturn in the US economy, Global Medicals' products are selling
well. The reason for our success,  we believe,  has to do with the fact that the


                                       2
<PAGE>

quality of the  reconditioned  product is better  than before and is more widely
accepted in the market place,  and the healthcare  administrators  are forced to
use alternatives like Global Medicals' due to the current budget constraints.

     Reconditioned  medical  equipment  is being sold for 50% of the cost of new
equipment, and many times with the same warranty as the new equipment. This is a
very  attractive  alternative  for  healthcare  providers  and has  resulted  in
increased  sales.  We believe we will see even greater  sales as the  healthcare
industry is pushed to provide more services with fewer dollars. Global Medicals'
sales of reconditioned  equipment have also opened the doors for increased sales
of new equipment and discounted  supplies since the buyers have gained a greater
familiarity with Global Medical.

     In the  international  market  place,  Global  Medical is doing quite well,
sales  are up,  and the  requests  for  product  are  increasing  daily.  Global
Medicals' wide selection of products,  its specialized  technical  support team,
and its  reputation  for  honesty  and  integrity  has  placed it in a very good
position for rapid expansion. With the capital we are seeking, the staff we have
and the  ever-increasing  demand for more product and services,  Global  Medical
should be able to increase sales dramatically.

     Global  Medical  expects to open three new  distribution  centers in Mexico
during 2005,  provided added capital is obtained.  Most of the companies we seek
to acquire are in the  southwestern  United States and support a wide variety of
product specialties.  It is our intention to provide our customers with products
for  every  part of the  healthcare  field by  merging  in the  segments  of the
healthcare technologies industry that Global Medical is currently in need of. We
also intend to become the leader in providing reconditioned medical equipment to
the healthcare providers.

     Although reconditioned medical equipment is sold primarily to the alternate
care segment of the healthcare  industry and to small and medium sized hospitals
here in the United States, it is of even greater demand outside the US. Our plan
is to first consolidate the reconditioned  medical equipment industry within the
United States using our regional superstores, and then to begin locating similar
stores worldwide.

     We will need an immediate  capital  investment of $5,000,000 to achieve our
planned  objectives  during  the next year,  and will  endeavor  to raise  money
through  public  offerings to meet the demands of company growth in the years to
come.

OBJECTIVES

     We expect to become  recognized in the medical  technologies  industry as a
leader in  providing  a full  spectrum  of high  quality  new and  reconditioned
medical equipment,  supplies,  and expert technical support.  To achieve this we
intend to:

     o    Establish regional medical technologies  superstores that will provide
          equipment and supplies in each of the different  medical  technologies
          specialties,  along with  twenty four hour,  seven day a week,  expert
          technical support and supplies for the equipment.

     o    Establish  a master  web site that links all the  various  specialties
          from each regional  superstore so that an on-line  customer can browse


                                       3
<PAGE>

          through  the  inventory  of the entire  network and locate any product
          available. The on-line customer can then select any product listed and
          view that item "real time" in its respective superstore location.  Not
          just a photo  as in most  other  web  sites,  but the  actual  item in
          question can be viewed upon request.

     o    We will endeavor to use every marketing  medium known to us to let the
          medical  community  know that they can  fulfill  all their  equipment,
          supply, consulting and technical service needs from one source, us.

     o    We intend to provide  expertise on setting up complete  hospitals  and
          surgical  centers on a turn-key  basis.  We will  provide  the liaison
          between the  architects,  and the engineers to provide the  electrical
          and mechanical  specifications for the buildings so that the equipment
          installation  goes  smoothly.  We will also provide  consultation  for
          floor plan design and assist with JCAH  compliance  and patient safety
          issues.

     o    We also intend to provide  equipment  financing  on a  rental/purchase
          basis.

     Global  Medical  intends  to cut  overall  cost of goods by having  all the
various  specialty  companies under its umbrella share resources,  through extra
price  discounts  because of increased  purchasing  power,  and through  greater
volume discounts on expense items such as payroll  processing,  telephone rates,
and insurance costs.

     Global intends to invest considerable time and financial resources into the
newly  formed  Limina   Biotechnologies,   Inc.  Management  believes  a  unique
opportunity  exists to benefit  mankind and earn a  substantial  profit from the
diagnostic  tests and possible vaccine we hope will be developed by the staff at
Cryptic Afflictions.

CUSTOMER SUPPORT

     All equipment  sold comes with a 90-day  warranty on parts and labor.  Each
specialty shall have in-house engineers and experts who can assist with not only
service  related  problems,  but also with  applications  issues  and  training.
One-year  warranties  are common on most new pieces of  equipment,  however  our
subsidiaries will also provide this same warranty,  and/or service contract with
reconditioned equipment when large orders are placed.

RISK FACTORS

OPERATING HISTORY AND RECENT EARNINGS

     In fiscal year ended  September 30, 2004, we had net income before taxes of
$90,728,  in fiscal year ended September 30, 2003, we had net loss before tax of
($306,300),  and in fiscal year ended  September  30, 2002 our net income before
tax was $126,623. Our largest asset is a long-term tax benefit of $715,761.00.

     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  have  ceased,  and now all our income is  generated by
Global Medical.


                                       4
<PAGE>

     The medical equipment subsidiary purchases for resale used and occasionally
new medical  equipment to be resold.  Global Medical employs  personnel that are
technically  qualified to  refurbish  both the  electronic  apparatus as well as
structural elements of "hi-tech" medical instruments and machines.

     We maintain our corporate  headquarters  in a leased office located at 4500
S. Lakeshore Drive,  Suite 357, Tempe,  Arizona 85282. No single client accounts
for more than 50% of Global Medicals total revenue.

BANKRUPTCY

     Our securities business activities were sharply curtailed by the closure of
all business activities  maintained by previously  existing  subsidiaries (other
than Global  Medical) 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. Management has been approached with merger and or acquisition proposals
several  times,  however,  actions  regarding  such proposals had been postponed
until Global Medical reached a stable and profitable  trend,  which has occurred
in fiscal year 2002.

GLOBAL MEDICAL'S  LIMITED OPERATING HISTORY MAY CAUSE FUTURE INVESTORS A PROBLEM
IN  EVALUATING  ITS POTENTIAL  FOR FUTURE  SUCCESS.  THIS IN TURN COULD CAUSE US
DIFFICULTIES IN RAISING NEEDED CAPITAL.

     Global Medical was formed in 1999. It has a limited  operating  history and
limited  historical  financial  information  upon  which  you can  evaluate  our
existing business and our potential for future success.  We face numerous risks,
expenses,  delays,  and  uncertainties  associated with maintaining a profitable
business. Some of these risks and uncertainties relate to our ability to:

     o    increase customer acceptance of our products and services,
     o    develop and renew strategic relationships,
     o    obtain access to new distribution channels,
     o    purchasing used medical equipment at sufficient discounts,
     o    obtain  parts and supplies to  refurbish  the used  medical  equipment
          acquired for resale,
     o    provide  or  contract  for  satisfactory  customer  service  and order
          fulfillment, and
     o    integrate any acquired businesses, technologies and services.

     We may not be successful in addressing these risks and  uncertainties.  The
failure to do so would materially and adversely affect our business.

     As a result of our limited operating history, our plan for rapid growth and
the  increasingly  competitive  nature of the markets in which we  compete,  our
historical  financial data is of limited value in anticipating  future operating
expenses.  Our planned expense levels will be based in part on our  expectations
concerning  future revenue,  which is difficult to forecast  accurately based on
our stage of development. We may be unable to adjust spending in a timely manner
to  compensate  for any  unexpected  shortfall  in  revenue.  Further,  business
development  and  marketing  expenses  may increase  significantly  as we expand
operations.  To the  extent  that  these  expenses  precede  or are not  rapidly


                                       5
<PAGE>

followed by a corresponding increase in revenue, our business, operating results
and financial condition may be materially and adversely affected.

WE FACE INTENSE COMPETITION.

     Our  ability to compete  successfully  depends on a number of factors  both
within and outside our control, including the following:

     o    the  quality,  features,  diversity,  and prices of our  products  and
          services,
     o    our ability to become the supplier of choice for hospital and clinics,
     o    our ability to develop and maintain effective marketing programs,
     o    the quality of our customer service and training,
     o    our ability to  recognize  industry  trends and  anticipate  shifts in
          changes in medical equipment,
     o    the number,  nature, and success of our competitors in a given market,
          and
     o    general market conditions.

     Because  these  factors  change  rapidly,  customer  demand  also can shift
quickly.  We  could  experience  a  material  adverse  effect  on our  business,
operating results and financial condition if we are unable to respond quickly to
market  changes or a slowdown in demand for the products we sell and services we
provide.

     The  competition  is made up of privately  held  companies  which  although
successful in their own areas, fail to provide the full spectrum of both product
and  services  that are  necessary  to meet the demands of the  rapidly  growing
healthcare industry. Whereas all of the competition combined would be a force to
reckon  with,  each  company  separately  lacks  either the  standard of product
quality needed to satisfy the demands of consumer,  or lacks the expertise to be
able to put together the packages required for new hospital projects.

     The reality is that the reconditioned  medical  equipment  industry is very
fragmented.  There are hundreds of small companies  throughout the United States
specializing  in areas of the  entrepreneurs  expertise,  but that are unable to
grow beyond the niche for lack of either funds,  management or expertise. We may
be classed in this group of companies at this time.

CHANGES IN ECONOMIC CONDITIONS MAY ADVERSELY AFFECT OUR BUSINESS.

     Our success depends in part upon a number of economic  factors  relating to
discretionary   business   spending,   including   employment  rates,   business
conditions,  future  economic  prospects,  interest rates and tax rates.  We are
unable  to  estimate  the  impact,  if any,  of the acts of  terrorism  recently
unleashed on the United States on our business.

OUR FAILURE TO CONTINUE  TO DEVELOP AND GROW OUR SALES AND  MARKETING  FORCE AND
EFFORTS COULD ADVERSELY  AFFECT OUR BUSINESS AND RESULT IN DECREASING  SALES AND
LOSSES.

     We do not employ an experienced  sales and marketing  team, and have relied
on  outside  consultants.  We need to employ  experienced  sales  and  marketing
personnel to assist in creating sales. Establishing our sales and marketing team
will involve a number of risks, including the following:


                                       6
<PAGE>

     o    we  may  not  have  adequate  financial  and  marketing  resources  to
          establish and maintain such a team,
     o    we may be unable to hire,  retain,  integrate  and motivate  sales and
          marketing personnel and their support staff, and
     o    new sales and marketing  personnel may require a substantial period of
          time to become productive.

OUR FAILURE TO EFFECTIVELY MANAGE OUR GROWTH COULD IMPAIR OUR BUSINESS.

     Our failure to manage our growth  effectively could have a material adverse
effect on our business,  operating results and financial condition.  In order to
manage our growth, we must take various steps, including the following:

     o    arrange necessary capital to expand our facilities and equipment,
     o    obtain products and services from third parties on a timely basis, and
     o    successfully hire, train, retain and motivate additional employees.

     We  anticipate  that our  future  growth  in our  operations  will  place a
significant strain on our management systems and resources.  We will be required
to increase  staffing and other expenses as well as make expenditures on capital
equipment to attempt to meet the  anticipated  demand of our  customers.  We may
increase  our  expenditures  in  anticipation  of  future  orders  that  do  not
materialize, which would adversely affect our profitability.

DISTRIBUTIONS

     Shareholders are entitled to receive such  distributions as may be declared
by our Board of Directors.  We do not anticipate that any distributions  will be
paid in the foreseeable  future.  Any  distributions  will be generated from our
future cash flow,  and we cannot  provide any  assurances  that we will have any
cash flow to make distributions any time in the future.  Investors may incur tax
liabilities   based  upon  their   involvement  with  us  and  not  receive  any
distributions from us that would be available to pay such tax liabilities.

ECONOMIC AND GENERAL RISKS OF THE BUSINESS

     Our success  will also depend upon  factors that are beyond our control and
cannot clearly be predicted at this time. Such factors include general  economic
conditions,  changes in tax laws,  fluctuating  operating  expenses,  changes in
insurance  reimbursement  for  procedures  performed at  hospitals  and clinics,
changes in health  coverage  by  governments,  and changes in the use of certain
types of medical equipment.

NEED FOR ADDITIONAL CAPITAL

     We presently have  insufficient  capital to acquire other  companies in the
same business  fields of Global Medical.  While our management  believes it will
obtain sufficient funds to make the initial  acquisitions it desires to make, no
assurances  can be  made  given  that  we  will  be  able  to  accomplish  these
objectives. No assurances can be given that we will be able to obtain additional
capital  or,  if  available,  that  such  capital  will be  available  on  terms
acceptable to us. If our estimates for capital requirements are not accurate, we
may not have  sufficient  funds to complete the initiation of the marketing plan
or the  continuation  of  acquiring  more  business and will be required to seek
additional capital through private offerings of equity securities.


                                       7
<PAGE>

DEPENDENCE ON MANAGEMENT

     Our success will, to a large extent,  depend upon the quality of management
and the active  participation  of the Board of Directors and the  Officers.  The
loss of the services of any member of existing  management would have a material
impact on our  business  and our  future  prospects.  In the event of the death,
disability  or incapacity of any of the members of the Board of Directors or the
Officers,  we would  have to find a  successor  or  successors  with  comparable
abilities and experience to manage our affairs.  We intend to have an employment
agreement with our President, David L. Hadley, who is a significant shareholder.
We do not  presently  have key man life  insurance for any of the members of the
Board of  Directors or any Officer.  We have plans to obtain  insurance  for our
Officers  and  some key  employees  when we have the  funds  available  for such
purpose.

LIMITED MARKET STUDIES

     We have not conducted any formal,  documented  market studies regarding the
proposed business addressed in this report.

COMPETITION

     Our  competitors  in the area of acquiring,  refurbishing  and selling used
medical  equipment  probably have greater  experience and financial,  technical,
human  and other  resources  than we do.  We  expect  that we will face  intense
competition from these and other unknown or future  competitors.  We are engaged
in highly  competitive  businesses.  Our  services  and  potential  products are
similar to those supplied or capable of being supplied by a number of companies,
some of which have substantially  greater financial and technological  resources
and production and marketing capabilities. Principal competitive factors include
(1) size of the firm, (2) the  capability of technical and sales staff,  (3) the
capacity to be innovative and (4) quick response time.  Each of our  competitors
is directly competitive with most of our services or products.

TECHNOLOGY ISSUES

     All medical  equipment has the  possibility  of being made  valueless or of
substantially   reduced  value  by  changes  in  technology.   Our  business  is
technologically intensive and is subject to significant technological change and
innovation.  Technological  developments  are occurring  rapidly and,  while the
effects of such  developments  are  uncertain,  they may have  material  adverse
effect on us.

RISK OF PRODUCT LIABILITY

     The nature of Global  Medicals'  business  exposes it to risk from  product
liability claims. Global Medical currently maintains product liability insurance
for its products, with limits of $1,000,000 per occurrence and $2,000,000 in the
aggregate per annum.

     However, such coverage is becoming increasingly  expensive and there can be
no  assurance  that the  Company's  insurance  will be adequate to cover  future
product  liability claims, or that the Company will be successful in maintaining
adequate product liability insurance at commercially  reasonable rates. To date,
no product  liability  claims have been asserted  against  Global  Medical.  Any
losses that Global Medical may suffer as a result of any future liability claims


                                       8
<PAGE>

or claims in excess of Global  Medicals'  coverage,  may have a material adverse
effect on our  business,  financial  condition,  and results of  operations.  In
addition, any product liability litigation may have a material adverse effect on
the reputation and marketability of Global Medicals' products.

THE FORECAST AND COST PROJECTIONS

     As a threshold  matter,  we may not ever  generate  any  revenues if we are
unsuccessful in implementing our marketing and acquisition  plans.  There can be
no  assurances  that we can  achieve the  results of  operations  assumed by the
forecasts prepared by us. Some of the underlying  assumptions invariably may not
materialize and unanticipated  events and circumstances may occur. Any return to
our  shareholders  on their shares of Common  Stock will be  dependent  upon our
ability to sell  significant  numbers of used medical  equipment and  thereafter
operate our business profitably, which in turn will depend upon economic factors
and conditions beyond the control of our management.

DEPENDENCE UPON KEY PARTIES

     We have several  relationships  with third  parties that are crucial to our
ability to execute our business plan.

MAINTENANCE ISSUES

     If we obtain  sufficient  funding to continue our business  operations,  we
will have to  establish  a system  for  maintaining  the  items of used  medical
equipment we sell,  and we  presently  do not have such a system.  If we are not
able to develop an appropriate  maintenance system or obtain third-party vendors
who are able to  provide  maintenance  services  to us,  it may have a  material
adverse effect on us.

AVAILABILITY OF MATERIALS FILED WITH THE SEC

     The  public  may read and copy any  materials  we file  with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. The
public may obtain  information on the operation of the Public  Reference Room by
calling the SEC at  1-8900-SEC-0330.  We are an  electronic  filer,  and the SEC
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements,  and other information  regarding  issuers that file  electronically
with the SEC at http://www.sec.gov.

ITEM 2. PROPERTIES

     The Company operates  principally from one location in Tempe,  Arizona.  It
owns no real property.

ITEM 3. LEGAL PROCEEDINGS.

     None.

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

     None.


                                       9
<PAGE>

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY SECURITIES AND RELATED
        STOCKHOLDER MATTERS.

     Our common stock has been  inactive or very  limited in trading  during the
last several years. 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 the "Bulletin
Board" system.  The stock started trading again in 2002 and now trades under the
symbol "CYPC".

               Fiscal 2004                                Price
               -----------                               -------

               First Quarter                             Unknown
               Second Quarter                            Unknown
               Third Quarter                             Unknown
               Fourth Quarter                            Unknown

     As of September 30, 2004, there were over 400 shareholders of record.

     Price range of common  stock during this fiscal  year:  it is  management's
recollection that common stock traded sporadically in pennies,  between 15 cents
and 51 cents, however, no regular trading activity was experienced.

DIVIDEND POLICY

     We have not paid cash  dividends on our common shares since our  inception.
We  currently  intend to retain all of our  earnings,  if any,  to  finance  the
development  and growth of our  business and do not  anticipate  paying any cash
dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

SELECTED FINANCIAL DATA

     The following table summarizes certain selected consolidated financial data
and is  qualified in its entirety by the more  detailed  Consolidated  Financial
Statements  and Notes  appearing  elsewhere  in this  Report.  The data has been
derived from the financial  statements audited by Shelley Intl CPA,  independent
certified public accountant.


                                       10
<PAGE>

                                  YEAR ENDED       YEAR ENDED       YEAR ENDED
                                 SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,
                                     2004             2003             2002
                                 -------------    -------------    -------------
STATEMENTS OF OPERATIONS:

REVENUE

  MEDICAL EQUIPMENT SALES        $   1,333,050    $     736,316    $   1,267,070
  FINANCIAL SERVICES                        --               --           26,054

TOTAL SALES                          1,333,050          736,316        1,293,124

COSTS OF GOOD SOLD                     522,719          262,738          756,425

GROSS PROFIT                           810,331          473,578          536,699

EXPENSES

  OPERATIONS/G&A                       719,603          467,482          367,399
  DEDUCT CANCUN INVENTORY                   --          312,550               --

TOTAL EXPENSE                          719,603          780,032          367,399

INCOME BEFORE PROVISION FOR
INCOME TAXES                            90,728         (306,454)         169,300

PROVISION FOR INCOME TAXES              15,157               --           66,491

NET INCOME (LOSS)                       75,571         (306,454)         102,809
                                 =============    =============    =============
BASIC EARNINGS
  (LOSS) PER COMMON SHARE                 0.02            (0.09)            0.03

AVERAGE WEIGHTED NUMBER
  OF COMMON SHARES                   4,491,874        3,535,200        2,941,621
DILUTED EARNINGS PER SHARE                0.02            (0.07)            0.02

DILUTED AVERAGE WEIGHTED
  NUMBER OF COMMON SHARES            4,491,874        4,120,021        4,120,021

The notes to the financial statements,  set forth on pages F-9 through F-14, are
an integral part of this Comparative Statement of Operations.


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

OVERVIEW

     We are a Delaware  corporation  formed in  December  of 1982.  Our  primary
business  is the sale,  marketing,  and  re-furbishing  of new and used  medical
equipment.  We also provide  technical  expertise and  consultation  to overseas
architects  who are designing new medical  facilities  and have provided all the
medical  equipment  needed for the hospitals we helped  design.  On April 4th of


                                       11
<PAGE>

1999 Global  Medical  Technologies  was formed as a wholly owned  subsidiary  of
Century as part of the Company's reorganization plan. The medical sales division
(Tempe Medical Equipment) of Natural Technologies,  Inc. was sold to Century for
stock and $500,000.00  cash. This formed our primary business and has now become
the sole business  providing revenue to us since all securities  activities have
ceased.

     During the last five fiscal years, 2000 through 2004 we derived our revenue
from sales within the State of Arizona and in Mexico.  Cost of sales include the
purchasing and refurbishing of used medical equipment, new medical equipment and
supplies, parts and contract labor. Operating expenses include general corporate
expenses,  sales  salaries,  taxes,  and  rent,  as well as the cost of  support
services to maintain proper records and import equipment into Mexico.

     Approximately  ninety five percent  (95%) of our sales  during  fiscal 2004
occurred  because of direct  sales.  Most of these sales were from long standing
relationships,  or referrals  from existing  clients.  We have not initiated any
formal  marketing  due to the need for  additional  capital that must be present
prior to accepting additional  workload.  The primary method of selling has been
from "word of mouth  referral",  we have  focused on ensuring  that the existing
customers  are treated well and honestly and we have grown  steadily  each year.
Sales terms have been very  flexible  in order to assist the clients  with their
purchases,  however,  this has  placed a burden  on our cash  flow.  We obtain a
deposit for the  equipment  before any  deliveries  are made and extend  payment
terms of up to one year to pay. The deposit  received usually covers the cost of
the goods sold thus  limiting  exposure to just the profits on the sale. We have
been  fortunate  not to have had any  significant  bad  debt to  date,  and have
maintained title to the equipment being internally  financed until final payment
is made by utilizing a form of rental/purchase process for all of our clients in
Mexico.

     When we import the goods to Mexico that we intend to finance or that have a
balance  still  due,  we import in the name of our  Mexican  affiliate,  (Olivia
Martinez Sanchez or Manuel Francisco  Amavizca),  and then provide final Mexican
invoice  giving title to the client once final payment for the  merchandise  has
been  received.  In the event a client  cannot pay we can recover the  equipment
without  litigation  because  title to the equipment was not given to the client
who is using it.

     We have a thirty-day return policy and a customer  satisfaction  guarantee.
Any  customer  that is not happy  with the  product  can return it or we will do
whatever is  necessary  to repair the defect.  We have had no  customers  return
merchandise  on this 30-day  guarantee.  We expect  this to continue  and do not
expect returns for the next year.

     All revenue is recognized  when  shipped.  We do currently  offer  extended
terms on the sales of our  products.  However,  we  intend to create a  separate
division  that can process the  financing  in the future and to utilize the EXIM
Bank.

     There are no particular external business conditions that have affected our
business in the past,  however,  the war with Iraq had a  significant  impact on
sales during the second and third  quarters of fiscal 2003.  Sales of healthcare
related  products  have  increased in past years and are expected to continue to
increase for the  foreseeable  future.  We plan to raise  additional  capital as
quickly as possible and begin  acquiring  other  companies  that can enhance our


                                       12
<PAGE>

sales and take advantage of the increasing demand in the market. It is essential
that we stabilize  our stock price at a reasonable  value.  This is necessary in
order  to  raise  capital   through  the  sale  of  additional   shares  without
significantly diluting the value of shares owned by the current shareholders. We
are  currently  discussing  merger plans with several  medical  equipment  sales
companies that are also profitable, however we cannot initiate any mergers until
the stock price is stabilized and additional  capital is raised.  We expect that
sales will show a significant  increase beginning in 2005,  provided  additional
capital is raised to support  growth.  There are no seasonal or other aspects in
our financial performance.

     Revenues have been derived  primarily  from the Mexican market in the past.
However, it is anticipated that revenues will be more evenly distributed between
domestic and overseas  sales as we acquire  additional  companies  that actively
market within the United States.

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDING SEPTEMBER 30, 2004,  SEPTEMBER
30, 2003 AND SEPTEMBER 30, 2002

     REVENUE.  Total  revenue for the fiscal  years ending  September  30, 2004,
September  30,  2003 and  September  30,  2002 were  $1,333,050,  $736,316,  and
$1,293,124,  respectively. The twelve month period ending September 30, 2003 saw
sales of medical equipment of $1,208,949 and equipment repair service revenue of
$124,101, and the twelve month period of September 30, 2003 saw sales of medical
equipment of $694,441 and equipment  repair  service of $41,875,  and the twelve
month  period  ending  September  30,  2002 saw sales of  medical  equipment  of
$1,267,070 and service revenue of $26,054, The change in revenue is attributable
to buyers regaining  confidence following a drop in sales that resulted from the
start of the war in Iraq.

     COST OF GOODS SOLD;  GROSS  PROFIT.  Cost of goods sold for the fiscal year
ending  September  30,  2004,  September  30, 2003 and  September  30, 2002 were
$522,719,  $262,738,  and  $756,425,  respectively.  Cost of goods  sold for the
fiscal years ending  September 30, 2004,  September 30, 2003,  and September 30,
2002  were  approximately  39% of  total  revenue,  36% of  total  revenue,  and
approximately  58% of total  revenue.  The  increase  in cost of  goods  sold of
$522,719,738  or  approximately  39% of total  revenue  of  fiscal  year  ending
September 30, 2003 is primarily attributable to increased sales.

     Gross profit for the fiscal year ended  September  30, 2004 was $810,331 or
61% of total revenue,  gross profit for the fiscal year ended September 30, 2003
was $473,578 or  approximately  64% of total  revenue,  and gross profit for the
fiscal year ending September 30, 2002 was $536,699 or approximately 42% of total
revenue. The lower percentage of gross profit in fiscal year 2004 as compared to
fiscal year 2003 is  primarily  attributable  to the sale of more new  equipment
with smaller  profit  margins.  In 2002 we had sold a larger  percentage of used
equipment that had been in inventory and purchased at very low prices.

     SALES, MARKETING,  GENERAL AND ADMINISTRATIVE  EXPENSES.  Sales, Marketing,
General and  Administrative  expenses  for the fiscal year ended  September  30,
2004,  September 30, 2003, and September 30, 2002 were $719,603,  $467,482,  and
367,399 respectively.  Sales, Marketing, General and Administrative expenses for
fiscal year ended September 30, 2004 were  approximately  $250,000  greater than
those of the fiscal year ended  September 30, 2003 due to the increased cost for
legal and accounting  fees associated  with the new reporting  requirements  for


                                       13
<PAGE>

public  companies,  increased  salaries  for  officers,  and costs  incurred  in
recovering inventory from the hospital in Cancun Mexico.

     INTEREST EXPENSE. Interest expense for the fiscal years ended September 30,
2004,  September  30, 2003 and  September  30,  2002 was $1,432,  $-0- and $-0-,
respectively. In 2004 a diagnostic Ultrasound was financed for a customer who is
paying all the finance charges,  therefore the customer pays the monthly payment
which includes this amount.

     NET INCOME  BEFORE  INCOME  TAXES.  Net income  before income taxes for the
fiscal year ended September 30, 2004, September 30, 2003 and September 30, 2002,
was $90,728, $(306,454), and $169,300,  respectively. The increase to $90,728 in
fiscal 2004 as compared  to fiscal 2003 is  primarily  the result of a return to
normal business following the negative year which resulted from the deduction of
inventory from the Cancun Hospital.

     PROVISION  FOR  INCOME  TAXES.  As of  September  30,  2004,  we  had a net
operating loss carry forward  balance of  approximately  $2,658,738  from losses
incurred prior to 1999, and from the Cancun inventory deduction in 2003.

LIQUIDITY AND CAPITAL RESOURCES

     Our working  capital has  fluctuated  greatly in the previous  periods.  At
September 30, 2004 we had a positive  working capital of $500,436.  At September
30, 2003, we had a positive  working  capital of $282,265,  and at September 30,
2002, we had a positive working capital of $262,087. Current assets increased to
$750,123 at the twelve  months  ended  September  30, 2004 from  $562,294 at the
twelve  months  ended  September  30,  2003.  Current  assets  were  $722,584 at
September  30, 2002.  The changes  between  2004 and 2003 were due  primarily to
changes in  inventory  resulting  from the  write-off  of inventory in Cancun in
2003, and increased  capital  derived from the sale of preferred stock in Global
Medical in 2004.

     Our operating activities used net cash during the years ended September 30,
2003 and September 30, 2002 of $3,084 and $46,787  respectively,  as compared to
net cash inflow during the fiscal year ended September 30, 2004 of $71,456.  The
major element  contributing to net operating cash flow was cash paid for general
and administrative,  an increase in legal and accounting fees, increased account
receivables,  inventory  purchases,  and an increase in capital from the sale of
Global stock.

     At the end of the fiscal year ended  September  30, 2004,  we had a current
note payable outstanding of $35,000.  This note resulted from a no-interest note
associated with equipment taken in on consignment.

     The  long-term  debt that was on the balance sheet as of September 30, 2003
was for the loan  from  officer  in 2002,  this  debt was  satisfied  by  paying
1,000,000 shares of common stock.

     UNLESS WE RAISE  ADDITIONAL  CAPITAL TO EXPAND OUR BUSINESS,  WE MAY NOT BE
ABLE TO MEET OUR GROWTH EXPECTATIONS FOR THE COMING YEAR.

CAPITAL STOCK

     We have  total  authorized  capital of  105,000,000  shares  consisting  of
100,000,000  shares of  common  stock,  $.04 par  value per share and  5,000,000


                                       14
<PAGE>

shares  of  preferred  stock,  $.05 par  value per  share.  There are  currently
5,455,021  shares of common  stock  issued  and  outstanding,  and -0- shares of
preferred shares issued.

OPTIONS

     There are currently no option agreements in place or granted.

WARRANTS

     We have no outstanding warrants to purchase shares of common stock.

     We currently are seeking additional sources of financing, which may include
one or more private placements of equity securities. We can provide no assurance
that any additional  financing will be available on terms that are acceptable to
us, if at all.  Our  inability  to obtain  such  financing  could  result in our
inability to continue as a going concern.  If such financing is not available in
sufficient amounts or on satisfactory terms, we also may be unable to expand our
business  or to  develop  new  customers  at the rate  desired,  and the lack of
capital could have a material adverse effect on our business.


                                       15
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                      CENTURY PACIFIC FINANCIAL CORPORATION

                              FINANCIAL STATEMENTS

                               September 30, 2004
                               September 30, 2003



                                       F-1
<PAGE>

                                TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----

COVER SHEET..............................................................F-1

TABLE OF CONTENTS........................................................F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM..................F-3

CONSOLIDATED BALANCE SHEET, ASSETS.......................................F-4

CONSOLIDATED BALANCE SHEET, LIABILITIES AND STOCKHOLDERS' EQUITY.........F-5

CONSOLIDATED STATEMENT OF OPERATIONS.....................................F-6

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY..........................F-7

CONSOLIDATED STATEMENT OF CASH FLOWS.....................................F-8

NOTES TO FINANCIAL STATEMENTS............................................F-9-14



                                       F-2
<PAGE>

                            SHELLEY INTERNATIONAL CPA
                               161 E. 1ST. ST. #1
                                 MESA, AZ 85201
                                 (480) 461-8301

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Century Pacific Financial Corporation

We have audited the accompanying  consolidated balance sheets of Century Pacific
Financial  Corporation  as of  September  30,  2004  and  2003  and the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the years in the three years ended  September 30, 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 audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  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, 2004 and 2003 and the results of its operations
and its  cash  flows  for each of the  years  in the  three  year  period  ended
September 30, 2004 in conformity with accounting  principles  generally accepted
in the United States of America.

/s/ Shelley International CPA

December 23, 2004
Mesa, Arizona



                                       F-3
<PAGE>

                     CENTURY PACIFIC FINANCIAL CORPORATION
                           CONSOLIDATED BALANCE SHEET


                                     ASSETS

                                                         September 30,
                                                -------------------------------
                                                    2004              2003
                                                -------------     -------------
CURRENT ASSETS
  Cash                                          $       9,791     $          --
  Receivables, net                                    448,507           282,469
  Used Equipment Inventory                            291,825           279,825
                                                -------------------------------
Total Current Assets                                  750,123           562,294
                                                -------------------------------
EQUIPMENT AND FURNITURE, net                           78,113            74,371
                                                -------------------------------
OTHER ASSETS
  Investment in Client Files                          500,000           500,000
  Deferred Income Tax Asset                           764,604           779,761
  Other Investments                                    83,272            12,900
  Deposits                                              7,800             7,800
                                                -------------------------------
  Total Other Assets                                1,355,676         1,300,461
                                                -------------------------------
TOTAL ASSETS                                    $   2,183,912     $   1,937,126
                                                ===============================


         The accompanying notes are an integral part of these statements

                                       F-4
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
                           CONSOLIDATED BALANCE SHEET


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                September 30,     September 30,
                                                    2004              2003
                                                -------------     -------------
CURRENT LIABILITIES
  Bank Overdraft                                $          --     $         802
  Accounts Payable                                    124,687           149,227
  Note Payable Shareholder                                 --            85,000
  Accrued Officer Salaries                            125,000            45,000
                                                -------------------------------
  Total Current Liabilities                           249,687           280,029

LONG TERM DEBT
  Subsidiary Preferred Stock                          196,000                --
  Deferred Revenue                                         --            87,693
                                                -------------------------------
  Total Liabilities                                   445,687           367,722
                                                -------------------------------
STOCKHOLDERS' EQUITY
  Preferred Stock, authorized
  5,000,000 shares, par $0.05,
  no shares outstanding

  Common Stock, authorized
  100,000,000 shares,
  par value $0.04 per share
  issued and outstanding
  5,455,01 and 4,400,021
  shares issued and outstanding
  at September 30, 2004
  and 2003 respectfully                               218,201           176,001

  Paid in Capital                                   4,288,794         4,237,744

  Accumulated Deficit                              (2,768,770)       (2,844,341)
                                                -------------------------------
  Total Stockholders' Equity                        1,738,225         1,569,404
                                                -------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $   2,183,912     $   1,937,126
                                                ===============================



         The accompanying notes are an integral part of these statements

                                       F-5
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                          Years Ended September 30,
                                                  ----------------------------------------
                                                      2004          2003           2002
                                                  ----------------------------------------
<S>                                               <C>           <C>            <C>
Revenue
  Equipment Sales                                 $ 1,208,949   $   694,441    $ 1,267,070
  Repair Service Revenue                              124,101        41,875         26,054
                                                  ----------------------------------------
    Total Revenue                                   1,333,050       736,316      1,293,124
                                                  ----------------------------------------
Cost of Goods Sold
  Cost of Equipment Sales                             486,859       258,940        756,425
  Cost of Repairs                                      35,860         3,798             --
                                                  ----------------------------------------
    Total Cost of Goods Sold                          522,719       262,738        756,425
                                                  ----------------------------------------
Gross Profit                                          810,331       736,316        536,699
                                                  ----------------------------------------
Selling, general and administrative expenses          719,603       730,220        367,399
Loss on Cancun hospital inventory                          --       312,550             --
                                                  ----------------------------------------
Total Expenses                                        719,603     1,042,770        367,399
                                                  ----------------------------------------
Income Before Income Taxes                             90,728      (306,454)       169,300
                                                  ----------------------------------------
Provision for Income Taxes                             15,157            --         66,491
                                                  ----------------------------------------
Net Income (Loss)                                 $    75,571   $  (306,454)   $   102,809
                                                  ========================================
Basic Earnings (Loss) per Share                          0.02         (0.09)          0.03
                                                  ========================================
Weighted Average Number of Shares                   4,491,874     3,535,200      2,941,621
                                                  ========================================
Diluted Earnings per Share                               0.02         (0.07)          0.02
                                                  ========================================
Diluted Weighted Average Number of Shares           4,491,874     4,120,021      4,120,021
                                                  ========================================
</TABLE>



         The accompanying notes are an integral part of these statements

                                       F-6
<PAGE>

                     CENTURY PACIFIC FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                     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, 2001            --          --    2,941,621    $  117,665    $ 3,947,480    $ (2,640,696)    $1,424,449

Net Income for Year                                                                                     102,809        102,809
                                   -------------------------------------------------------------------------------------------
Balance, September 30, 2002            --          --    2,941,621       117,665      3,947,480      (2,537,887)     1,527,258

S-8 Stock issued for services
  in September 2003                    --          --      200,000         8,000         22,000              --         30,000

Common stock for debt
  on August 8, 2003                    --          --       80,000         3,200         20,800              --         24,000

Common stock for debt
  on August 8, 2003                    --          --    1,178,400        47,136        247,464              --        294,600

Net Loss for Year                      --          --           --            --             --        (306,454)      (306,454)
                                   -------------------------------------------------------------------------------------------
Balance, September 30, 2003            --          --    4,400,021    $  176,001    $ 4,237,744    $ (2,844,341)    $1,569,404

Issuance of Common Stock
  S-8  August 8, 2004                  --          --       55,000         2,200          6,050              --          8,250

Common Stock for debt
  issued August 30, 2004               --          --    1,000,000        40,000         45,000              --         85,000

Net Income for Year                    --          --           --            --             --          75,571         75,571
                                   -------------------------------------------------------------------------------------------
Balance, September 30, 2004            --          --    5,455,021    $  218,201    $ 4,288,794    $ (2,768,770)    $1,738,225
                                   ===========================================================================================
</TABLE>

On August 12, 2003 the Company had a 2.5 to 1 reverse stock split.  This reverse
split has been retroactively applied to the schedule above.

During the last quarter of FYE 9/30/04 the Company sold  preferred  stock.  This
preferred  stock was converted to preferred  stock of the Company's  subsidiary,
Global Medical,  after year end. This conversion has been retroactively  applied
to the above statement showing no Company preferred stock outstanding


         The accompanying notes are an integral part of these statements


                                       F-7
<PAGE>

                      CENTURY PACIFIC FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                Years Ended September 30,
                                          -------------------------------------
                                             2004         2003           2002
                                          -------------------------------------
Operating Activities

Net Income (Loss)                         $  75,571    $ (306,454)    $ 102,809

  Adjustments to Net Income
  Depreciation                               26,976        20,224        14,345
  Common Stock for Services                   8,250        30,000            --
  Changes in Assets and Liabilities
  Changes in Receivables                   (166,038)      179,826      (327,495)
  Change in Payables                         54,658        53,132       148,412
  Inventory                                 (12,000)      (22,620)      (51,800)
  Prepaid Expenses                               --         4,827        21,173
  Deposits                                       --            --        (5,000)
  Deferred Revenue                          (15,157)       87,693            --
  Change in Deferred Tax Assets               4,286            --        54,176
                                          -------------------------------------
  Cash Used in Operations                   (23,454)       46,628       (43,380)
                                          -------------------------------------
Investing Activities
  Purchase of Investments                    70,372        12,900            --
  Purchase of Business Assets                    --            --        66,427
  Purchase of Equipment                      30,718        36,812        21,980
                                          -------------------------------------
  Cash Used for Investing                   101,090        49,712        88,407
                                          -------------------------------------
Financing Activities
  Sale of Preferred Stock subsidiary        196,000            --            --
  Note Payable Shareholder                       --            --        85,000
  Note Payable                                   --            --            --
                                          -------------------------------------
  Cash from Financing                       196,000            --        85,000
                                          -------------------------------------
Net Change in Cash                           71,456        (3,084)      (46,787)

Beginning Cash Balance                           --         3,084        49,871
                                          -------------------------------------
Ending Cash Balance                          71,456            --         3,084
                                          =====================================

Significant non cash transactions
  See Stockholders' Equity note

Additional Disclosures
  Taxes                                          --            --    $    6,500
  Interest                               $    1,432            --            --



         The accompanying notes are an integral part of these statements


                                       F-8
<PAGE>

                     CENTURY PACIFIC FINANCIAL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1. GENERAL BUSINESS AND ACCOUNTING POLICIES

Organization and Business

Century Pacific Financial  Corporation (the Company) was organized as a Delaware
corporation on December 29, 1982.  The Company  currently has three wholly owned
subsidiaries,   Global  Medical  Technologies,  Inc., Century  Pacific  Fidelity
Corporation,  and Century  Pacific  Investment  Management  Corporation.  Global
Medical  Technologies,  Inc. is operating and the other two are inactive at this
time and are without  assets or debts.  Global  Medical  Technologies,  Inc. was
formed on April 4, 1999 to buy and sell refurbished medical equipment.

Basis

The  consolidated   financial   statements  are  prepared  following  accounting
principles generally accepted in the United States of America. All inter-company
accounts have been eliminated.

Revenue Recognition

For the medical  equipment  sales the revenue is recognized  upon shipment,  FOB
destination  for equipment  delivered by the Company and FOB shipping  point for
shipments  made through  common  carrier.  For the repair  services,  revenue is
recognized when the service is rendered.

For certain sales,  payments are extended either for twelve months.  These sales
are  recognized  ratably  over the  payment  period.  The net  deferred  revenue
represents  the  portion of these net sales not yet  recognized.  Title does not
pass to the purchaser until the final payment is made.

Accounts Receivable

The detail of Accounts Receivable at September 30, is listed below.

                                             2004             2003
                                           --------         --------

        Gross Accounts Receivable           461,634          307,031
        Allowance for Doubtful Accounts     (13,127)         (24,562)
                                           --------         --------
        Net Amount                          448,507          282,469
                                           ========         ========

Inventory

Inventory is stated at the lower of cost or market on a specific  identification
system.   Most  medical   equipment  is  bought  and  sold  with  little  or  no
refurbishing.


                                      F-9
<PAGE>

Equipment and Furniture

Equipment and vehicles are depreciated using the straight-line method over their
five year estimated useful lives.  Depreciation for 2004 is $26,976, for 2003 is
$20,223 and for 2002 is $14,345.

Fixed assets at September 30, 2004 and 2003 consist of the following:

                                             2004             2003
                                           --------         --------

        Equipment and Furniture             150,243          119,526
        Less: Accumulated depreciation      (72,130)         (45,154)
                                           --------         --------
                                           $ 78,113         $ 74,371
                                           ========         ========

Use of Estimates

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

Earnings (Loss) per Share

The basic earnings  (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number of shares  outstanding  during the year.  The
diluted  weighted  average  number of shares  outstanding  is the basic weighted
number  of  shares  adjusted  as of the  first of the  year for any  potentially
dilutive debt or equity.

Concentration of Credit Risk

Periodically  during the year,  the Company may  maintain  its cash in financial
institutions in excess of amounts insured by the US federal government.

Advertising

Advertising costs are expensed as incurred.  Advertising  expense totaled $3,641
for the year ended  September 30, 2004,  $2,372 for the year ended September 30,
2003 and $0 for the year ended September 30, 2002.


                                      F-10
<PAGE>

NOTE 2. STOCKHOLDERS' EQUITY

In June 2002 the Company had a 7 to 1 reverse  stock split.  This reverse  stock
split  has 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 per the 1999 agreement.

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

On August 12, 2003 the Company had another reverse stock split of 2.5 to 1.

September  2003 the Company issued 200,000 shares of common stock 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 $8,250.00.

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.

During  the last  quarter of the year the  Company  issued  preferred  stock and
raised $196,000.  After year end this preferred stock was converted to preferred
stock of the Company's  wholly owned  subsidiary,  Global Medical  Technologies,
Inc. This stock is  convertible to Global Medical Common Stock when the price of
Global  common stock  reaches  $0.50 per share or higher.  Global is currently a
private  company  owned  principally  by Century.  The future timing of Global's
stock  becoming  tradable and worth $0.50 per share is not  predictable  at this
time.  These preferred  shares on the  subsidiaries  books are therefore show as
long term debt on the Company's statements.

NOTE 3. INCOME TAXES:

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial  statement and tax bases of assets and liabilities and the current tax
rates in effect when these differences are expected to reverse.

The  components  of  deferred  taxes  assets at  year-ends  September  30 are as
follows:

                                               2004        2003        2002
                                             --------    --------    --------

        Tax effect of net operating losses   $764,604    $779,801    $776,801
        Other                                       0           0       2,960
                                             --------    --------    --------
        Net Deferred Tax Asset               $764,604    $779,801    $779,761
                                             ========    ========    ========


                                      F-11
<PAGE>

The estimated federal Net Operating Loss  carry-forwards for the Company and the
corresponding expiration dates are listed below as of September 30, 2003.

                                               Amount       Last year
                                            ----------      ---------

        Amount available from year 1991     $  424,189        2006
        Amount available from year 1992      1,205,511        2007
        Amount available from year 1993        626,560        2008
        Amount available from year 1994         80,024        2009
        Amount available from year 1995         20,249        2010
        Amount available from year 1996          1,593        2011
        Amount available from year 1998            387        2018
        Amount available from year 2003        300,225        2023
                                            ----------
        Total                               $2,658,738
                                            ==========

The loss for the years 1998 and prior were  associated  with the parent company.
The loss listed for 2003 pertains to the subsidiary Global Medical Technologies,
Inc.

The provision for income taxes was calculated as follows.

                                              9/30/04     9/30/03     9/30/02
                                              -------     -------     -------
        Net change in the
          deferred tax benefit                 15,197           0      41,760
        Current taxes payable                       0           0       9,682
                                              -------     -------     -------
        Provision for Income Taxes             15,197           0      50,442
                                              =======     =======     =======

NOTE 4. CONTINGENCIES AND COMMITMENTS

The  Company's  medical  equipment  offices and  warehouse  have a future  lease
expense illustrated below.

                          Year 1      Year 2      Year 3      Year 4      Year 5
                          ------      ------      ------      ------      ------

Real Estate Leases       $52,188     $30,000     $30,000           0           0

The Company sells most of its products to Mexico through a sales agent.  If that
agent were no longer available,  it would cost the Company time and resources to
establish another relationship.

NOTE 5. RELATED PARTIES TRANSACTIONS

During the previous two years the Company has accrued  salaries to the president
of $125,000.


                                      F-12
<PAGE>

NOTE 6. RELIANCE ON PRESIDENT

The  president  of the Company is the person who has the  experience  to buy and
sell used  medical  equipment  at a  profit.  If he were to no longer be able or
willing to function in that capacity the Company would be severely affected.

NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent relevant accounting standards SFAS 146-148
and their effect on the Company.

SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities

This statement  requires  companies to recognize  costs  associated with exit or
disposal  activities,  other than SFAS 143 costs,  when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs are lease  termination  costs,  employee  severance costs  associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.

SFAS 147 Acquisitions of Certain  Financial  Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9

This statement  makes the acquisition of financial  institutions  come under the
statements 141 and 142 instead of statement 72, 144 and FASB  Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.

SFAS  148  This  Statement  amends  FASB  Statement  No.  123,   Accounting  for
Stock-Based  Compensation,  to provide  alternative  methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  In  addition,  this  Statement  amends  the  disclosure
requirements  of Statement 123 to require  prominent  disclosures in both annual
and interim financial  statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.

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

NOTE 8. SEGMENT INFORMATION

Segment information is presented in accordance with SFAS 131,  Disclosures about
Segments of an Enterprise and Related  Information.  This standard is based on a
management  approach,  which  requires  segmentation  based  upon the  Company's
internal  organization and disclosure of revenue based upon internal  accounting
methods.  For the  years  2002 and prior  management  divided  revenue  into two
categories,  sales of equipment and repair  services.  These two  categories are
shown on the face of the statement of operations.

NOTE 9. CANCUN HOSPITAL DEBT WRITE OFF

A hospital  customer in Cancun,  Mexico,  which purchased a large portion of the
Company's  products during 2002 has  experienced  financial  difficulty,  become
insolvent  and has been bought by new owners.  The  hospital  has  continued  to
operate.


                                      F-13
<PAGE>

Negotiations  with the new hospital  owners have progressed very slowly over the
last year. The hospital has not been willing to finalize an agreement.  It could
be  possible  that  the  Company  will  not be able  to  recover  the  inventory
associated  with the  hospital.  Although  management  expects  to  complete  an
arrangement  for the  value  of this  remaining  inventory  to the new  hospital
owners,  it is at risk.  The total  inventory  associated  with the  hospital is
$312,550.  Management  has  decided  to  write  off this  inventory  value as of
September 30, 2003.  Notwithstanding this, management is vigorously pursuing all
legal remedies to resolve this matter.

NOTE 10. SUBSEQUENT EVENTS

After year end president of the Company signed a letter of intent to sell all of
his shares in the Company to another  party.  This would  change  control of the
Company.

NOTE 11. NOTE PAYABLE

The Company  took  medical  equipment  valued at $35,000 in on  consignment  and
created a note payable that carries no interest. The Company intends to pay this
note once the equipment is sold and is paid for.


                                      F-14

<PAGE>

ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     There were no  disagreements of the type required to be recorded under this
item between the Company and its independent accountants during the fiscal year.

     On September 30, 2001 an  engagement  letter was executed with Shelley Intl
CPA to conduct  audits  covering  fiscal years 1999,  2000 and 2001.  Management
renewed this agreement to cover subsequent years.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTIONS 16(a) OF THE EXCHANGE ACT.

     The following table sets forth certain information regarding our directors,
executive officers, and certain key employees:

     NAME                         AGE          POSITION
     ----                         ---          --------

     David L. Hadley(1)            51          President, Chief Executive
                                               Officer and Chairman of the
                                               Board
     Karen A. Hadley               50          Secretary and Member of the Board
     Syed M. Huq                   58          Treasurer and Member of the
                                               Board

David L.  Hadley has served as  President  and CEO of Century  since  1999.  Mr.
Hadley is married with four children. He is Global Medical Technologies,  Inc.'s
founder,  President  and CEO. He graduated  with honors from Devry  Institute of
Technology,  receiving  a BSEET,  and was  further  educated  at  Arizona  State
University where he studied  microcomputer  systems design for two years. He has
completed  studies in Innovative  Design  Strategies  for  Healthcare at Harvard
Graduate  School of Design,  and is a patent  holder for the design of equipment
used to control oxygen concentrations in the blood. Mr. Hadley has established a
considerable  client base throughout  Mexico where he has assisted in the design
and setup of private hospitals there.

Karen A.  Hadley is the  Secretary.  She is married to David L. Hadley and has 4
children.

Syed M. Huq is the  Secretary,  and is a member of the Board.  He graduated with
honors from Long Island University in New York with an MBA in 1977. He worked as
the  Director  of  International  Credit and  Treasury  Services  for  Honeywell
International,  Inc.  where he was  responsible  for 170  people  and a  monthly
receivable  portfolio of $1.5 billion.  He is the recipient of several corporate
special  recognition  awards during his 27 years with Honeywell,  and has taught
International  Business Management at Western  International  University.  He is
married with two children and is also multi-lingual.

CODE OF ETHICS

     We do not have a  written  code of ethics  that  applies  to our  principal
executive officer,  our principal  financial officer,  our principal  accounting


                                       16
<PAGE>

officer or our controller,  or persons performing similar functions,  and do not
need one at this time. At the present time, our chief executive, David Hadley, a
man of  outstanding  reputation  and who  has the  confidence  of our  Board  of
Directors and major  shareholders,  is performing  those  functions and is being
compensated with stock in our Company. When we grow and have more employees,  we
will revisit the  provisions of Item 406 of Regulation  S-B of the  Securities &
Exchange Commission to determine if we need a written code of ethics.

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth the compensation awarded by the Company for
the  fiscal  years  ended  September  30,  2003 and  2004, respectively, to  the
Company's  named  executive  officers.  We did not pay any  compensation  to any
director during 2003 or 2004.
<TABLE>
<CAPTION>
                                                                      Long Term
                                                    Annual          Compensation/
                                                 Compensation    Securities Underlying     All Other
Name and Principal Position             Year        Salary             Options           Compensation
---------------------------             ----     ------------    ---------------------   ------------
<S>                                     <C>      <C>             <C>                     <C>
David L. Hadley (1)                     2003       $60,000                                  $20,500
Director/CEO/President/CFO/Secretary    2004       $60,000                                  $20,000
</TABLE>
-------------------
(1)  David L. Hadley has served as our  Chairman of the Board,  Chief  Executive
     Officer and  President.  David L.  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.

     There were no new option  grants to any of the  Company's  named  executive
officers   during  the  fiscal  years  ended   September   30,  2003  and  2004,
respectively,  and no options  were  exercised by any named  executive  officers
during the fiscal years ended September 30, 2003 and 2004, respectively.

     We do not at this time offer  medical  insurance  or other  benefits to our
employees,   including  executive  officers  and  directors  who  also  are  our
employees.

DIRECTORS' COMPENSATION

     We currently do not compensate our employee  directors for their  services.
We  may  reimburse  our  directors  for  certain  expenses  in  connection  with
attendance at board and committee meetings.

EMPLOYMENT AGREEMENTS

     We entered into a consulting agreement with our President, David L. Hadley,
on  September  30,  2002.  Mr.  Hadley  undertook to create and manage sales and
marketing  plans to create sales of products and training and to implement those
services  for us.  Mr.  Hadley has also  performed  the tasks  necessary  to get

                                       17
<PAGE>

Century's stock trading again. Mr. Hadley's annual salary is $60,000.00,  and he
shall  receive  annual cash bonuses of not less than  $20,000,  to be negotiated
each year based upon successful  completion of goals as established by the board
of directors and Mr. Hadley.

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 January 3, 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.  At January 3, 2005,  7,925,021  shares of our common
stock were outstanding.

<TABLE>
<CAPTION>
                                                    Amount of Beneficial    Percent of Beneficial
Name of Beneficial Owner (1)                               Ownership               Ownership
------------------------                            --------------------    ---------------------
<S>                                                 <C>                     <C>
David L. Hadley (2)                                       3,470,000                 43.79%

Natural Technologies, Inc. (3)                            2,155,287                 27.20%

All Executive Officers and Directors as a group           5,625,287                 70.99%
</TABLE>
----------------

(1)  Except  as  indicated,   and  subject  to  community   property  laws  when
     applicable,  the persons  named in the table have sole voting and investing
     power  with  respect to all shares of common  stock  shown as  beneficially
     owned by them. Except as otherwise  indicated,  each of such persons may be
     reached through us at 4500 S. Lakeshore Dr., Suite 357, Tempe, AZ. 85282.
(2)  The above shares include 2,470,000 of the Company's restricted common stock
     issued to Mr. Hadley on or about  December 13, 2004, in payment of $125,000
     of accrued but unpaid compensation.
(3)  David L.  Hadley is a  director,  officer and  controlling  stockholder  of
     Natural Technologies, Inc. and thus has the voting and investing power with
     respect to such shares held by Natural Technologies, Inc.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     We lease  our  office  space  and have  approximately  one year left on our
existing lease.


                                       18
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

          31.1      Certification  of the Chief  Executive  Officer  Pursuant to
                      Section 302 of the Sarbanes-Oxley Act
          31.2      Certification  of the Chief  Financial  Officer  Pursuant to
                      Section 302 of the Sarbanes-Oxley Act
          32.1      Certification  of the Chief  Executive  Officer  Pursuant to
                      Section 906 of the Sarbanes-Oxley Act
          32.2      Certification  of the Chief  Financial  Officer  Pursuant to
                      Section 906 of the Sarbanes-Oxley Act

     (b)  REPORTS ON FORM 8-K

     There were two  reports on Form 8-K filed  during  the fiscal  year  ending
September  30,  2004.  A Form 8-K was filed to  report  the  Strategic  Alliance
Agreement that was signed on April 16, 2004 between  Century  Pacific  Financial
Corp.  and Cryptic  Afflictions,  LLC. A Form 8-K was filed  September  24, 2004
related to a change in officers,  and the settlement of a loan from officer that
resulted in the issuance of 1,000,000  shares if common stock as payment in full
for the debt owed.  Both of the these  filings  can be viewed by  reviewing  the
Company's filings on EDGAR.

ITEM 14. CONTROLS AND PROCEDURES

REVIEW OF CONTROLS AND PROCEDURES

     Our principal  executive  officer and principal  financial  officer,  David
Hadley,  after  reviewing and evaluating our disclosure  controls and procedures
within 90 days prior to the filing of this annual report has concluded  that our
disclosure  controls and procedures  are adequate for our size  business.  There
have  been  no  significant   changes  in  our  internal   controls  that  could
significantly  affect these controls subsequent to the date of their evaluation,
including corrective actions.

CRITICAL ACCOUNTING POLICIES

     Our financial  statements and accompanying notes are prepared in accordance
with generally accepted  accounting  principles of the United States.  Preparing
financing  statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities,  revenue and expenses. These
estimates  and  assumptions   are  affected  by  management's   applications  of
accounting policies.  The critical accounting policies for us are the costing of
inventory.

ITEM 15. AUDITOR FEES

     Audit and review fees billed for the year  ending  September  30, 2002 were
$15,000.  Audit and  review  fees for the year  ended  September  30,  2003 were
$15,575.  Audit and review  fees for fiscal year ended  September  30, 2004 were
$34,000.00  These fees were all for normal audit and review services  associated
with the 10-KSB and 10-QSB filings.

     No other  services were provided by the auditor.  The federal and state tax
returns were prepared by the auditor.


                                       19
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        CENTURY PACIFIC FINANCIAL CORPORATION


Date:  January 10, 2005                 By:  /s/ David Hadley
                                             -----------------------------------
                                             David L. Hadley
                                             President, Director and
                                             Chief Executive Officer



                                       20