SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 10-K
(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, 1998

                                       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
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

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

1422 N. 44th Street, #211, Phoenix, AZ                              85008
----------------------------------------                          ----------
(Address of Principal Executive Offices)                          (Zip Code)

                                  602-267-7007
                  --------------------------------------------
                  (Issuer's Telephone No. Including Area Code

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

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:
                     13,316,894 Common Stock .0400 par value

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

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

     The  issuer's  revenues for the fiscal year ended  September  30, 1998 were
$42,855.

     The   aggregate   market   value  of  the  common   equity  stock  held  by
non-affiliates of the registrant based on the average bid and asked price of the
common stock on  September  30, 1998 was  UNKNOWN.  Directors,  officers and ten
percent or greater  shareholders are considered  affiliates for purposes of this
calculation  but  should  not  necessarily  be deemed  affiliates  for any other
purpose.

     The  number of  shares  outstanding  of the  issuer's  common  equity as of
September 30, 1998 was as follows: 13,316,894 shares of common stock.

    Transitional Small business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I
         Item 1 - Description of Business                                     3
         Item 2 - Properties                                                  7
         Item 3 - Legal Proceedings                                           7
         Item 4 - Submission of Matters to a vote of Security Holders         7

PART II
         Item 5 - Market for the Registrant's Common Equity Securities
                  and Related Stockholder Matters                             8
         Item 6 - Management's discussion of Plan of Operation and
                  Analysis of Selected Financial Data                         8
         Item 7 - Capital Resources and Liquidity                            10
         Item 8 - Audit Committee                                            10
         Item 9 - Disagreements on Accounting and Financial Disclosure       10

PART III
         Item 10 - Directors, Executive Officers and Control Persons;
                   Compliance with Section 16(a) of the Exchange Act         11
         Item 11 - Executive Compensation                                    11
         Item 12 - Security Ownership of Certain Beneficial Owners
                   and Management                                            12
         Item 13 - Certain Relationships and Related Transactions            12

PART IV
         Item 14 - Exhibits, Financial Statement Schedules and Reports
                   on Form 8-K                                               12

SIGNATURES                                                                   13

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                   14

                                      -2-
<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 personal
services.  Century and its two subsidiaries  are hereinafter  referred to as the
"Company".  The  remaining  subsidiaries  of  Century  include  Century  Pacific
Fidelity  Corporation  (Fidelity)  and  Century  Pacific  Investment  Management
Corporation (Century Management).

     Century  has  received  revenue  from a  regional  investment  banking  and
securities  brokerage  business  operated under its principal  officer's license
through an independent contractor agreement with a regional securities firm. Its
principal officer is registered as a securities  registered  representative  and
principal in 16 states and primary  activities  include acting as a stock broker
in most types of investment securities and options .

     The Company maintains its corporate headquarters in a leased office located
at 1422 N. 44th Street, Suite 211, Phoenix, AZ 85008. Approximately 300 accounts
are serviced by account  executives.  No single  client  accounts for a material
percentage of the total revenue.

REVENUES BY SOURCE

SECURITIES ACTIVITIES

     The Company's  revenues since inception have been derived  principally from
commissions on  transactions in  exchange-listed  and  over-the-counter  stocks,
options, and corporate and government bonds. Markups are also earned as a result
of  principal  transactions  in  exchange-listed  and  over-the-counter  stocks,
municipal,  corporate and government bonds.  Investment  banking  participations
also result in revenue from dealer reallowances.

     Century's business  activities were sharply curtailed by the closure of all
business activities  maintained by several previously existing  subsidiaries and
their  subsequent  filings  for either  Chapter 7 or 11  bankruptcy  protection.
Century itself has been operating under Chapter 11  administrative  surveillance
since January 29, 1996, however, the recent filing of a Disclosure statement and
a Plan of Reorganization  with the Federal  Bankruptcy Court,  Arizona District,
initiates action that should result in release from bankruptcy and settlement of
all existing  debts within a reasonable  period of time.  During the  bankruptcy
term, the Company has been able to pay current expenses from existing  revenues.
Management has been approached with merger and or acquisition  proposals several
times,  however,  actions  regarding  such  proposals  will be  postponed  until
successful release from Chapter 11 protection.

     Plans for the future are targeted for growth and profitability in the areas
of financial  services and  reestablishment of a subsidiary to export and import
"big ticket" machinery and electronic equipment.

                                      -3-
<PAGE>
     The following  table shows revenues by source for the Company's last fiscal
year.

<TABLE>
<CAPTION>
                      Century Pacific Financial Corporation

                               Revenues by Source
                                                                Year Ended        Year Ended
                                                           September 30, 1998  September 30, 1997
                                                           ------------------  ------------------
<S>                                                              <C>                  <C>
SECURITIES ACTIVITIES:
    Commissions & principal transaction markups                  42,292               38,755

INSURANCE ACTIVITIES:
    Commissions                                                     363                1,221

SECURITIES OWNED:
    Interest, dividends and proceeds from trading activities       None                1,897

OTHER:
    Export-import activities                                       None                 None

TOTAL REVENUES:                                                  42,855               41,873
</TABLE>

REVENUES BY SEGMENT (DISCUSSION)

     Because of the  interdependence  of the Company's various  subsidiaries and
since the Company relies upon substantially the same personnel and facilities in
connection  with all of its  revenue-producing  operations and does not maintain
separate accounting for expenses shared by the various subsidiaries, the company
does not believe that a meaningful  allocation of expenses can be made among the
company's  business  segments so as to reflect the  percentage  contribution  to
consolidated net income of each component of the Company's operations.  Fidelity
and Century Management were dormant during this fiscal year.

COMMISSIONS

     Securities transactions for individuals and institutional investors,  where
the registered broker acts on an agency basis,  generate  securities  commission
revenues.  Commissions are charged on both exchange and over-the-counter  agency
transactions  for  individual   customers  in  accordance  with  an  established
schedule,  which may change from time to time. In certain cases,  discounts from
the schedule may be granted to customers.  Securities commissions result in part
from  executing  transactions  in listed  stocks and bonds and the company  also
realizes  commission  revenue  when the trade is executed on an agency  basis in
over-the-counter  securities.  A substantial  portion of the commission revenues
generated by the company is attributable to individual investors.

                                      -4-
<PAGE>
     The  independent  contractor  office  operated and managed by Mr.  Phillips
under his license has a policy of  charging a $50 minimum  commission  on equity
trades and a $75 minimum on bond trades. These minimums tend to limit the number
of trades in small quantities or small dollar amounts.  It is a matter of policy
not to effect transactions in commodity or financial futures contracts.

     Reduced volume on the securities,  and options markets typically results in
lower  commissions  generated.  Since  the  level of fixed  costs is  relatively
insensitive to the level of revenues on a short-term basis, profitability can be
dramatically affected in periods of greater or reduced market volume.

     Securities transactions with clients are generally made on either a cash or
a margin basis. In a margin transaction,  the client is loaned part of the total
purchase  price  of the  securities.  Minimum  initial  and  maintenance  margin
requirements  are  prescribed  by  Federal  Reserve  Board and are  enforced  by
Securities and Exchange Commission regulation.

PRINCIPAL TRANSACTIONS AND TRADING PROFITS

     The level of positions  carried in Century's  trading account may fluctuate
significantly.  The size of the securities  positions on any one date may not be
representative  of  the  Company's  exposure  on  any  other  date  because  the
securities  positions  vary  substantially  depending  upon  economic and market
conditions,  the allocation of capital among types of  inventories,  and general
capital availability.

COMPETITION

     The Company is engaged in highly competitive  businesses.  Its services and
potential products are similar to those supplied or capable of being supplied by
a number of companies,  some of which have  substantially  greater financial and
technological  resources,  and production and marketing capabilities.  Principal
competitive  factors  include  (1)  size  of the  firm,  (2) the  capability  of
technical  and sales  staff,  (3) the  capacity to be  innovative  and (4) quick
response time. Each of the Company's  competitors are directly  competitive with
most of the Company's services or products.

EMPLOYEE HIRING PRACTICES, ADMINISTRATION, AND OPERATIONS

EMPLOYEE HIRING PRACTICES

     The company has two employees, of whom one has managerial responsibilities,
while the other has administrative duties only. Two account executives that work
as independent  contractors  under Mr. Phillips'  supervision also generate some
revenue.

     The Company  considers its employee  relations to be good and believes that
its  compensation  and employee  benefits are competitive  with those offered by
other firms.

     The Company functions as an equal opportunity employer.

ADMINISTRATION

     YEAR 2000 ISSUE:  The Company  recognizes that the arrival of the Year 2000
poses a unique  challenge  to the ability of all  computerized  data  processing
systems to recognize the date change from December 31, 1999, to January 1, 2000,

                                      -5-
<PAGE>
and, like other companies,  has assessed its computer  applications and business
procedures to provide for their  continued  functionality.  An assessment of the
readiness  of  external  entities  which it  interfaces  with,  such as vendors,
counterparties,  payment  systems,  and other, is ongoing.  Initial contact with
these  external  entities is expected to be completed  by the fourth  quarter of
1998.  The  company  does not expect  the cost to address  the Year 2000 will be
material and has  determined  that the software it utilizes in its operations is
compatible  with the Year 2000. If future testing of existing  software  reveals
inadequacies, it will be replaced.

     Administrative   activities   though   sharply   curtailed   are  operating
efficiently through the utilization of outside staff for accounting requirements
while  normal  management  and  administrative  duties are  performed to fulfill
corporate needs at existing levels.

OPERATIONS

     Century filed a petition for Chapter 11  bankruptcy  with the United States
Bankruptcy Court, District of Arizona,  Phoenix Division,  and was assigned Case
Number 96-00935-PHX-RTB.  Historical events leading toward this action commenced
during  November of 1991. The single event that created a substantial  lessening
of cash flow and the  ability to maintain  payables  on a current  basis was the
decision  by the Board of  Directors  (Board) to  dispose of certain  assets and
client accounts, to a large degree, and the Board authorized making an agreement
with a newly  established  securities  firm to make  available  subject to their
screening of producing and certain  management  personnel records and production
statistics,  the major portion of CENPAC  Securities  staff.  CENPAC  Securities
(CENPAC)   was  the  major   producing   subsidiary   of  Century  and  normally
approximately  80% of  revenues  were  derived  from  CENPAC's  activities.  The
aforementioned assets and personnel were transferred under terms of an agreement
whose effective date was February 29, 1992. The sudden  diminshment of cash flow
created an atmosphere of panic and mass defection among the managing  executives
of other operating subsidiaries of Century, being by name Century Pacific Global
Commerce,  Inc.,  (Global),  Century Pacific Insurance Group,  Inc.,  (Insurance
Group),  and Century Pacific  International  Corporation  (International).  This
state of affairs resulted in the final closure of the named  subsidiaries over a
period of several months.

     Century and its  subsidiaries had incurred the normal expenses during their
period of full  operations  and the abrupt  closure of operations  depleted cash
flows  quickly  and  substantially  and as a result  the Board  being  unable to
continue profitable  operations due to a lack of remaining  management personnel
and  adequate  cash flows  reached  the  decision to file  Chapter 7  bankruptcy
petitions for each of these subsidiaries with the Federal Bankruptcy Court.

     The sudden departure of key management professionals and corporate officers
made it  impossible  for the  remaining  few members of Century's  management to
adequately  control even the holding  company's record keeping  activities and a
result  was the  failure  to  continue  to file on a timely  basis  the  reports
required by the Securities Act of 1933 as amended.

     Vista  Financial  Services,   Inc.,  (Vista),   Century's  mortgage  lender
subsidiary,  continued  to operate  well beyond the closure of the  subsidiaries
named above,  however,  management decided because of rapidly mounting pressures
from  creditors  of  the  parent  company  and  inactive  subsidiaries  to  seek
protection  by filing  with the United  States  Bankruptcy  Court,  District  of
Arizona, Phoenix Division, for Chapter 11 protection for Vista during late 1993.
On February 4, 1994, the  Debtor-In-Possession  filed a Disclosure Statement and
Plan of Reorganization. On September 30, 1996, terms of the Plan as amended were
fully met and these  involved  the  disposal of Vista as a going  concern.  This
action further depleted cash flows which had been maintaining  Vista's continued

                                      -6-
<PAGE>
lending activities and modest occasional profit  contributions that were of some
assistance to Century.  Current  operations of Century though  relatively  small
compared to those of prior years have been  sufficient for Century now devoid of
its former operating  subsidiaries and operating at substantially  lower expense
levels under  Chapter 11  protection  to generate  sufficient  cash flow to meet
current expenses. Century Pacific Corporation, the publicly traded parent of the
several  subsidiaries  named in the preceding  paragraphs,  filed for Chapter 11
bankruptcy  protection  on January 29, 1996.  Management  of Century  provided a
Disclosure  Statement  and proposed  Plan of  Reorganization  to its  bankruptcy
counsel during the late autumn of 1996 and proceedings related to and amendments
thereof are ongoing as of the end of this fiscal year, September 30, 1997.

     On July 22, 1998, THE UNITED STATES  BANKRUPTCY  COURT, FOR THE DISTRICT OF
ARIZONA approved the AMENDED JOINT PLAN OF REORGANIZATION and authorized Century
to commence  implementation measures to fulfill the allowed terms of the Plan of
Reorganization.

ITEM 2. PROPERTIES.

     The Company  operates  principally  from one  location in Phoenix,  Arizona
leased under its managing principals name. It owns no real property.

ITEM 3. LEGAL PROCEEDINGS.

     None are in existence, pending or threatened, at this time to the knowledge
of its presiding officer or employees.

     The  Company  Chapter 11  bankruptcy  case is  ongoing,  but  appears to be
approaching  toward  successful  termination  during 1998. Filing of this action
took place on January 29, 1996, in the United States Bankruptcy Court,  District
of Arizona, Phoenix Division, Case Number: 96-00935-PHX-RTB.

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

     None were submitted to shareholders  during this fiscal year as the Company
was in operation under the jurisdiction of federal  bankruptcy  officials.  Such
matters will be submitted to a vote of  securities  holders  within a reasonable
time after release from bankruptcy.

                                      -7-
<PAGE>
                                     PART II

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

     Price Range of Common  stock during this fiscal  year.  It is  management's
recollection  that  stock may have  traded  sporadically  in  pennies  or mills,
however, no official record of such transactions appears to be available.

     The  Company's  Common  stock has been  inactive or very limited in trading
during the last  several  years.  Subsequent  to the  company's  initial  public
offering  effective  November 12, 1986, for approximately a year and a half, the
Company's  Common  Stock  traded on the  NASDAQ  Stock  Market  under the symbol
"CEPA".  Later, as the company requested delisting,  the issue continued trading
on the "Pink Sheet" market or through the "Bulletin Board" system.

               Fiscal 1998                                 Price
               -----------                                 -----
              First Quarter                               Unknown
              Second Quarter                              Unknown
              Third Quarter                               Unknown
              Fourth Quarter                              Unknown

     As of September 30, 1998, there were 261 shareholders of record.

DIVIDEND POLICY

     The  Company has not paid cash  dividends  on its common  shares  since its
inception.  The Company currently intends to retain all of its earnings, if any,
to finance the  development  and growth of its business and does not  anticipate
paying any cash dividends in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION OF PLAN OF OPERATION AND ANALYSIS OF SELECTED
        FINANCIAL DATA

     The following selected data of the Company is qualified by reference to and
should  be read in  conjunction  with  the  consolidated  financial  statements,
including  the notes  thereto,  and  "Management's  Discussion  and  Analysis of
Financial  Condition  and  Results of  Operations"  included  elsewhere  in this
report.

     This form 10-K includes "forward looking statements"  concerning the future
operations of the Company.  It is  management's  intent to take advantage of the
"safe harbor" provision of the Private Securities Litigation Reform Act of 1995.
This  statement  is for the  express  purpose  of  availing  the  Company of the
protections of such safe harbor with respect to all "forward looking statements"
contained in this Form 10-KSB.  We have used  "forward  looking  statements"  to
discuss  future plans and  strategies  of the Company.  Management's  ability to
predict results or the effect of future plans is inherently  uncertain.  Factors
that could effect results  include,  without  limitation,  competitive  factors,
general economic conditions, customer relations, relationships with vendors, the
interest rate environment, governmental regulation and supervision, seasonality,
distribution networks, product introductions,  acceptance, technological change,
changes in industry  practices  and one-time  events.  These  factors  should be
considered when evaluating the "forward  looking  statements" and undue reliance
should not be placed on such  statements.  Should any one or more of these risks
or  uncertainties  materialize,  or  should  any  underlying  assumptions  prove
incorrect, actual results may vary materially from those described herein.

     Management of Century has been  approached  with merger and/or  acquisition
proposals,  however,  commitment  to any course of such action has been  avoided
prior  to  Court  approval  of  Century's  Plan  as  submitted  and as  amended.
Management  is  very  confident  that  Century  will be  able  to  increase  its
activities  in the fields of financial  services,  insurance  and  export/import
marketing.  Future plans most  assuredly  will involve  actively  seeking bridge
financing and ultimately future offerings of securities.

                                      -8-
<PAGE>
                      CENTURY PACIFIC FINANCIAL CORPORATION
                            SELECTED FINANCIAL DATA

STATEMENT OF INCOME

                                             Year Ended           Year Ended
Statement of Operations Data             September 30, 1998   September 30, 1997
----------------------------             ------------------   ------------------
  Total Revenues                             $    42,855         $    41,873
  Total Expenses                             $    43,233         $    45,166
  Provision for Income Taxes                 $         0         $         0
  Net Income (Loss)                          $      (378)        $    (3,293)
  Weighted Average Number of Common
    Shares Outstanding                        13,316,894          13,316,894


BALANCE SHEET
AS OF SEPTEMBER 30, 1998

                                         September 30, 1998   September 30, 1997
                                         ------------------   ------------------
ASSETS
  Cash                                                            $       106
                                                                  -----------
    Total Assets                                                  $       106
                                                                  ===========

LIABILITIES
  Payables                                    $   508,933         $   508,661
                                              -----------         -----------
    Total Current Liabilities                 $   508,933         $   508,661
                                              ===========         ===========

STOCKHOLDERS EQUITY
  Preferred Stock
    5,000,000 shares authorized,
    no shares outstanding,
    par value $0.05

  Common stock
    100,000,000 shares authorized,
    13,316,894 shares
    outstanding, par value $0.04              $   532,676         $   532,676

  Paid In Capital                               2,823,536           2,823,536
  Retained Earnings (Loss)                     (3,865,145)         (3,864,767)
                                              -----------         -----------
    Total Stockholders Equity                 $  (508,933)        $ ( 508,555)
                                              -----------         -----------
    Total Liabilities & Stockholders Equity                       $       106
                                              ===========         ===========

STATEMENT OF CASH FLOWS
AS OF SEPTEMBER 30, 1998

                                         September 30, 1998   September 30, 1997
                                         ------------------   ------------------
CASH FROM OPERATIONS
  Net Income                                    $(378)             $(3,293)
  Net Change in Payables                          272                  622
                                                -----              -------
  Cash from Operations                           (106)              (2,671)
  Cash Used for Investing                           0                    0
  Cash from Financing                               0                    0
                                                -----              -------
  Net Change in Cash                             (106)              (2,671)
  Beginning Cash                                  106                2,777
                                                -----              -------
  Ending Cash Balance                                              $   106
                                                =====              =======

                                      -9-
<PAGE>
ITEM 7. CAPITAL RESOURCES AND LIQUIDITY

     The Company has operated  during the fiscal year on a minimal revenue base,
however,  this base was  adequate to pay current  expenses.  Assets owned by the
Company  are  relatively  illiquid  and  consist  mainly  of  fully  depreciated
furnishings,   computer  equipment,   and  other  office  machines.   Successful
completion  and release from  bankruptcy  status will prompt  management to seek
financing most probably through private sources to expand or restart traditional
business activities.  The Company has no material current financial  commitments
or accrued capital expenses.

ITEM 8. AUDIT COMMITTEE

     The directors of the Company have established an audit committee,  however,
due to bankruptcy filings its chairman,  an outside director,  and other members
are no longer associated with the Company.  A reconstituted  Board of Directors,
to include one or more "outside" directors, will be formed subsequent to release
of Century's bankruptcy estate. An "outside" director will be nominated to chair
this required audit committee.

ITEM 9. 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.
However,  its  independent  accountants  terminated  their  practice of auditing
publicly held  companies  during 1991 and  subsequent  to this date,  during the
period  which saw the closing of  Century's  major  operating  subsidiaries,  no
further  relationships  with  independent  auditors were  established  until the
latter part of 1998.

     On December 31, 1998 an  engagement  letter was executed with Mark Shelley,
CPA, to conduct audits  covering  fiscal years 1997 and 1998. It is management's
intent to renew this agreement to cover subsequent years.

                                      -10-
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH
         SECTION 16(a) OF THE EXCHANGE ACT

NAME - Carlton V. Phillips              Mr.   Phillips  has  been  a  securities
                                        industry  professional  for more than 38
POSITION WITH COMPANY -                 years,   having   served  as  a  broker,
  Director, Chief Executive Officer     analyst    and    investment     banking
                                        specialist. For the past 32 years he has
DATE ELECTED DIRECTOR - March 1996      occupied  management  positions  in  the
                                        securities  industries  and is currently
TERM OF OFFICE - 3 years                the president,  chief executive  Officer
                                        and a director of the Company and of its
AGE - 74                                wholly owned subsidiaries,  positions he
                                        has held since 1984. Before assuming his
                                        current position Mr. Phillips served for
                                        13 years as an officer  and  director of
                                        Continental American  Securities,  Inc.,
                                        where he rose to be president  and chief
                                        executive officer.  Mr. Phillips holds a
                                        bachelor's   degree  in  economics  from
                                        Brown  University and a master's  degree
                                        in   management   from  St.   Mary's  of
                                        California.  He  retired  from  the Army
                                        of the  United  States  with the rank of
                                        colonel.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION LIST

     The following list sets forth  information  concerning the  compensation of
the Company's  Executive  Officer whose  compensation  exceeded $100,000 for the
fiscal year ending September 30, 1998

     None

STOCK OPTION GRANTS IN LAST FISCAL YEAR

     None

AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED SEPTEMBER 30, 1997 AND
FISCAL YEAR END OPTION VALUES

     None

                                      -11-
<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth  information  concerning all persons known to the
Company  to be the  beneficial  owners of more than 5% of the  Company's  Common
Stock,  (ii) the ownership  interest of each director and nominee,  and (iii) by
all directors and executive  officers as a group  calculated as of September 30,
1997.

Carlton V. Phillips     Director, Chief Executive Officer    2,226,000    16.71%
Gerald N. Bovee         Shareholder                          1,152,475     8.65%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None

     The  information  required  to be  presented  in Part III of this report is
hereby incorporated by reference to the Company's  definitive Proxy Statement to
be prepared  for the first  Annual  Meeting of  Stockholders  subsequent  to the
discharge  of  Century's  bankruptcy  estate by the  Federal  Bankruptcy  Court,
Arizona District.  This information will be prepared in accordance with Schedule
14A and filed with the Securities and Exchange Commission as soon as practicable
after release from bankruptcy.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

     (a)(1) Financial Statements

          The following financial statements of the Company and its subsidiaries
          are included in Part II, Item 6 of this report:
                                                                         Page
                                                                         ----
          Independent Auditors' Report                                    15

          Consolidated Statements of Financial Condition for the
              year ended September 30, 1998 and 1997                      16

          Consolidated Statements of Income (Loss) for the
              year ended September 30, 1998 and 1997                      17

          Consolidated Statements of Cash Flowsfor the
              year ended September 30, 1998 and 1997                      18

          Consolidated Statements of Changes in Stockholders'
              Equity for the year ended September 30, 1998                19

          Notes to Consolidated Financial Statements                      20


     (a)(2) Financial Statement Schedules

          All  schedules  are  inapplicable  or  the  required   information  is
          otherwise  included in the  consolidated  financial  statement and the
          notes thereto, and, therefore, have been omitted.

     (a)(3) and (c) Exhibits

          The following  Exhibits are filed herewith pursuant to Rule 601 of the
          Regulation S-K and paragraph (C) of this Item 14.

          No.      Description
          ---      -----------
          2        Court Order
          2.1      First Amended and Modified Joint Plan of Reorganization
          4        Form of Century Pacific Stock Certificate

     (b) Form 8-K

          No reports on Form 8-K were filed  during the last quarter of the year
          ended September 30, 1997.

                                      -12-
<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 FIDELITY CORPORATION


Dated: January 12, 2000                     By /s/ Carlton V. Phillips
                                               ---------------------------------
                                               Carlton V. Phillips
                                               Chairman of the Board, President
                                               and Chief Executive Officer


     Pursuant to the  requirements of the Securities  Exchange act of 1934, this
report has been signed below by the following person on behalf of the Registrant
and in the capacities and on the date indicated.

   Signature and Title                  Date
   -------------------                  ----


/s/ Carlton V. Phillips            January 12, 2000
---------------------------
Carlton V. Phillips
Treasurer and Director

                                      -13-
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS


                                                                            Page
                                                                            ----

Independent Auditors' Report                                                 15

Consolidated Statements of Financial Condition for the
    year ended September 30, 1998 and 1997                                   16

Consolidated Statements of Income (Loss) for the
    year ended September 30, 1998 and 1997                                   17

Consolidated Statements of Cash Flowsfor the
    year ended September 30, 1998 and 1997                                   18

Consolidated Statements of Changes in Stockholders'
    Equity for the year ended September 30, 1998                             19

Notes to Consolidated Financial Statements                                   20

                                      -14-
<PAGE>
                             M. A. SHELLEY INTL. CPA
                            4445 E. HOLMES, SUITE 101
                                 MESA, AZ 85206
                                 (602) 654-2307

                    INDEPENDENT CERTIFIED ACCOUNTANT'S REPORT

To the Board of Directors
Century Pacific Financial Corporation

     I have audited the accompanying  balance sheet of Century Pacific Financial
Corporation  as of  September  30, 1998 and 1997 and the related  statements  of
stockholders'  equity,  income,  and cash flows for the year then  ended.  These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all material  respects,  the financial  position of Century Pacific Financial
Corporation  as of  September  30, 1998 and 1997 and the related  statements  of
stockholders'  equity,  operations,  and cash  flows  for  years  then  ended in
conformity with generally accepted accounting principles.

     The statements  are based on the assumption  that the Company will continue
in existence.  The Company has very little  activity.  No adjustments  have been
made to the financial statements for this contingency.

                                            /s/ M.A. Shelley Intl. CPA


March 19, 1999

                                      -15-
<PAGE>
                      CENTURY PACIFIC FINANCIAL CORPORATION
                                  Balance Sheet
                        as of September 30, 1998 and 1997

                                                       9/30/98        9/30/97
                                                       -------        -------

                                     ASSETS

Cash                                                 $        --    $       106
                                                     -----------    -----------
        Total Assets                                 $        --    $       106
                                                     ===========    ===========

                                   LIABILITIES

Payables                                             $   508,933    $   508,661
                                                     -----------    -----------
        Total Current Liabilities                    $   508,993    $   508,661
                                                     ===========    ===========


                              STOCKHOLDERS' EQUITY

Preferred Stock
        5,000,000 shares authorized, no shares
        outstanding, par value $0.05

Common Stock
        100,000,000 shares authorized
        13,316,894 shares outstanding
        for 1997, par value $0.04                    $   532,676    $   532,676

Paid in Capital                                        2,823,536      2,823,536

Retained Earnings (Loss)                              (3,865,145)    (3,864,767)
                                                     -----------    -----------

        Total Stockholders' Equity                      (508,933)      (508,555)
                                                     -----------    -----------

        Total Liabilities and Stockholders' Equity   $        --    $       106
                                                     ===========    ===========

                                      -16-
<PAGE>
                      CENTURY PACIFIC FINANCIAL CORPORATION
                               Statement of Income
                 for the Years Ended September 30, 1998 and 1997

                                                    9/30/98           9/30/97
                                                    -------           -------

Financial Services                                $     42,855     $     41,873
                                                  ------------     ------------

       Total Revenue                                    42,855           41,873
                                                  ------------     ------------

Expenses
       Insurance                                         1,277
       Legal and Accounting                              1,369            1,362
       Maintenance & Repairs                             2,044
       Office Expense                                    6,000            3,001
       Advertising and Promotion                         3,307            3,475
       Rent                                             11,340           12,994
       Telephone                                         5,095            5,073
       Payroll and Taxes                                16,122           15,940
                                                  ------------     ------------

       Total Expenses                                   43,233           45,166
                                                  ------------     ------------

Income before Taxes

Provision for Income Taxes                                  --               --
                                                  ------------     ------------
Net Income (Loss)                                 $       (378)    $     (3,293)
                                                  ============     ============

Basic Earnings per Common Share                             --               --

Basic Weighted Average Number of Shares             13,316,894       13,316,894

Diluted Earnings per Share                                  --               --

Diluted Weighted Average Number of Shares           13,316,894       13,316,894

                                      -17-
<PAGE>
                      CENTURY PACIFIC FINANCIAL CORPORATION
                             Statement of Cash Flows
                 For the Years Ended September 30, 1998 and 1997


                                                        9/30/98         9/30/97
                                                        -------         -------
Cash from Operations
     Net Income (Loss)                                   $(378)         $(3,293)
     Net Changes in Payables                               272              622
                                                         -----          -------
     Cash from Operations                                 (106)          (2,671)
                                                         -----          -------
     Cash used for Investing                                --               --
     Cash from Financing                                    --               --
     Net Change in Cash                                   (106)          (2,671)
     Beginning Cash                                        106            2,777
                                                         -----          -------
     Ending Cash Balance                                    --              106
                                                         =====          =======

No significant non cash transactions for the year

                                      -18-
<PAGE>
                      CENTURY PACIFIC FINANCIAL CORPORATION
                        Statement of Stockholders' Equity
                 For the Year Ended September 30, 1998 and 1997

<TABLE>
<CAPTION>
                          Preferred Stock      Common Stock
                          ---------------  --------------------    Paid in     Retained
                          Shares   Amount    Shares     Amount     Capital     Earnings      Total
                          ------   ------    ------     ------     -------     --------      -----
<S>                       <C>      <C>     <C>          <C>       <C>         <C>          <C>
Balance, 9/30/96            --      --     13,316,894   532,676   2,823,536   (3,861,474)  (505,262)

Retained Earnings (Loss)                                                          (3,293)    (3,293)
                          ------   ------  ----------   -------   ---------   ----------   --------

Balance 9/30/97             --      --     13,316,894   532,676   2,823,536   (3,864,767)  (508,555)
                          ------   ------  ----------   -------   ---------   ----------   --------

Retained Earnings (Loss)                                                            (378)      (378)
                          ------   ------  ----------   -------   ---------   ----------   --------
Balance 9/30/98                            13,316,894   532,676   2,823,536   (3,865,145)  (508,933)
                          ======   ======  ==========   =======   =========   ==========   ========
</TABLE>

                                      -19-
<PAGE>
                      CENTURY PACIFIC FINANCIAL CORPORATION
                 (formerly known as Century Pacific Corporation)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. GENERAL BUSINESS AND ACCOUNTING PRINCIPLES

Business

     Century  Pacific  Financial  Corporation  (the  Company) was organized as a
Delaware  corporation  on December 29, 1982.  Originally it was known as Century
Pacific Corporation. The Company was organized to provide financial services.

Basis

     The  financial   statements  are  prepared  following   generally  accepted
accounting principles.

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, or in financial institutions which are not insured by the US federal
government. For the current period the company has had limited or no cash.

Cash Equivalents

     The Company  considers all highly liquid debt  instruments  purchased  with
maturities of three months or less to be cash equivalents.

Revenue

     The Company's revenue consists of financial services.

Income Taxes

     The  provision  for income taxes is the total of the current  taxes payable
and the net of the change in the deferred  income  taxes.  Provision is made for
deferred  income  taxes  where  differences  exist  between  the period in which
transactions  affect  current  taxable income and the period in which they enter
into the determination of net income in the financial statements.

Earnings (Loss) per Share

     The basic earnings (loss) per share is calculated by dividing the Company's
net income  (adjusted for certain  dividends when paid) by the weighted  average
number of common shares during the year. The diluted  earnings  (loss) per share
is calculated by dividing the Company's net income (loss)  (adjusted for certain
dividends and certain  interest when expensed) by the diluted  weighted  average
number of shares  outstanding  during the year.  The  diluted  weighted  average
number of shares  outstanding is the basic weighted number of shares adjusted as
of the first of the year for any potentially dilutive debt or equity.

     Basic weighted average number of shares               13,316,894
     Additional shares added due to conversions                     0
     Diluted weighted average number of shares             13,316,894

                                      -20-
<PAGE>
Advertising and Promotion

     All costs of advertising and promotion are expensed in the period incurred.

Inventory

     The Company carries no inventory at this time.

NOTE 2. BANKRUPTCY

     In May 1996 the Company filed bankruptcy, No. 96-09598-PHX-GBN.

NOTE 3. EQUIPMENT AND FURNITURE

     The Company currently has no equipment.  It is using, at no cost, equipment
controlled by the president.

NOTE 4. NOTES PAYABLE/DEBT

     The debt listed on the balance sheet is within the  bankruptcy  proceedings
and is considered short term.

NOTE 5. INCOME TAXES

     Deferred income tax benefit with valuation account     0

     Current income taxes payable                           0

     Provision for Income Taxes                             0

NOTE 6. LEASES AND OTHER CONTINGENCIES

     The Company has no leases outstanding or other financial contingencies.

NOTE 7. SUBSEQUENT EVENTS

     The Company is currently  seeking a merger  candidate or financing to begin
operations. No guarantee can be made that the company will be successful. If the
company is not successful,  then there is reasonable doubt that the Company will
continue in existence.

NOTE 8. RELIANCE ON MAJOR SHAREHOLDER

     The Company is relying on its president and major  shareholder for any fund
raising or merger.

NOTE 9. STOCKHOLDERS' EQUITY

     The Company has one class of preferred  stock.  There are 5,000,000  shares
authorized and no shares outstanding as of September 30, 1977.

     The  Company  has one class of common  stock.  The  rights of this class of
stock are all the same. The common stock has all of the rights afforded Delaware
shareholders.

                                      -21-
<PAGE>
                                INDEX TO EXHIBITS






2    -  Court Order

2.1  -  First Amended and Modified Joint Plan of Reorganization

4    -  Form of Century Pacific Stock Certificate