SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                       Annual Report Under Section 13 or
                     15(d) of the Securities Exchange Act of 1934
                  For the Fiscal Year Ended: December 31, 1998
                           Commission File No. 0-23965

                          Centennial Banc Share Corp..
                          ----------------------------
        (Exact Name of Small Business Issuer as specified in its charter)

   Colorado                                                    84-1374481
   --------                                                    ----------
(State or other                                       (IRS Employer File Number)
jurisdiction of
incorporation)

6970 South Holly Circle, #105, Englewood, CO                      80112
--------------------------------------------                      -----
  (Address of principal executive offices)                      (zip code)

                                 (303) 840-2000
                                 --------------
              (Registrant's telephone number, including area code)

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

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

                   Common Stock, $.0000001 per share par value

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes: X No:

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B is  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. [ ]

     State issuer's revenues for its most recent fiscal year $-0-; The aggregate
market value of the voting stock of the Registrant held by  non-affiliates as of
December 31, 1998 was not able to be determined since the Registrant's stock has
not ever traded.  The number of shares  outstanding of the  Registrant's  common
stock, as of the latest practicable date, March 1, 1999, was 1,165,965.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------
            Documents incorporated by reference are found in Item 13.


<PAGE>

                                     PART I
                                     ------

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

     (a) General Development of Business
     -----------------------------------

     Centennial  Banc Share Corp.  (the  "Company"  or the  "Registrant"),  is a
Colorado corporation. The principal business address is 6970 South Holly Circle,
#105, Englewood, Colorado 80112. Its telephone number is (303) 840-2000.

     The  Company  was  originally  incorporated  under the laws of the State of
Colorado on November 8, 1996.  The Company spent several  months of  preparation
and  research  before  beginning  formal  operations  on March 10,  1997.  Since
beginning   operations  in  March,   1997,  the  Company  has  been   marginally
unprofitable. At the present time, the Company should be considered to be in the
development stage because it is only minimally capitalized.  The Company has not
engaged in any substantial  business  activity over a sustained  period of time,
and thus cannot be said to have a successful operating history.

     The  present  management  has been  involved  with the  Company  since  its
inception.,  with the exception of Michael J. Delaney, who joined the Company in
August,  1997. As of March 10, 1998 the Company had a total of 1,165,965  common
shares  issued  and  outstanding.  The  Company  has  not  been  subject  to any
bankruptcy, receivership or similar proceeding.

     (b) Narrative Description of the Business
     -----------------------------------------

     General
     -------

     From the  Company's  inception to the  present,  the Company has acted as a
mortgage  brokering  operation.  From 1996 until  1997,  the Company had minimal
activities and carried no substantial  inventories  or accounts  receivable.  In
March,  1997,  the  Company  expanded  its  operations  and  completed a private
placement  in  February,  1998 for a total of  $110,750,  which  permitted it to
expand to its present level of operations.  At the present time, the Company has
no plans to raise any  additional  funds  within  the next  twelve  months.  Any
working  capital  will be expected to be  generated  from  internal  operations.
However,  the Company reserves the right to examine possible  additional sources
of funds, including,  but not limited to, equity or debt offerings,  borrowings,
or joint ventures.

     No independent  market surveys have ever been conducted to determine demand
for the Company's products and services.


                                        2

<PAGE>



     Organization
     ------------

     The Company  presently  comprises one  corporation  with no subsidiaries or
parent entities. The Company is a Colorado corporation organized for the purpose
of developing and  maintaining the business  associated  with mortgage  banking.
However,  at the present time, the Company acts solely as a mortgage broker. The
Company name has been approved by the State of Colorado division of banking. The
Company  is an  approved  broker  which has a  correspondent  relationship  with
several large wholesale banks including,  Countrywide Mortgage,  Fleet Mortgage,
Monument Mortgage of California,  National Consumer  Services,  and Bank United,
among  others.   The  Company  maintains  an  office  in  the  Southeast  Denver
metropolitan area and a correspondent  office in Colorado Springs.  See "Plan of
Operations" below.

     The  Company  collects  loan  fees for  acting  as the  broker  under  oral
agreements with non-affiliate loan originators. The Company principally utilizes
such  non-affiliate  loan  originators for its operations and currently has only
two  employees,   each  of  whom   coordinate  the   relationships   with  these
non-affiliate  loan  originators.  Contract  labor is a substantial  part of the
Company's  planned  operations.  The Company's fixed expenses run  approximately
$8,000 per month.  Such costs are not  expected  to  materially  increase in the
foreseeable  future as the Company's  business  increases.  The Company believes
that it is meeting its fixed  expenses as of the date hereof.  Within six months
from the date  hereof,  the  Company  believes  that it will begin to generate a
modest  profit and will  thereafter be  profitable.  The extent of the Company's
profitability cannot be ascertained at this point.

     The  Company  brokers  lending  to all  markets in the  mortgage  business.
However the main thrust of the Company's  business is  concentrated in the niche
market  lending to borrowers  whose credit is less than perfect.  This market is
known in the  industry as the "B" & "C" grade  market.  Borrowers  are graded by
lenders for the purpose of determining eligibility for credit. A "B" borrower is
typically  one who has had no more than two 30 day late  credit  payments in the
past year. A "C" borrower is typically one who has had between three and six two
30 day late credit payments in the past year. Borrowers are generally graded "A"
through "D."

     The Company has discovered  what it perceives as a great need for this type
of financing and is  aggressively  pursuing these  customers.  It appears to the
Company  that the  future of the "B" & "C" grade  clientele  is not  necessarily
affected  by  changing   interest  rates  but  thereby   affords  a  substantial
opportunity for the Company.

     While the "B" & "C" grade market is priced to reflect a difference  in risk
associated  with  such  lending,  the  Company  believes  that its risk has been
minimized by the manner in which it brokers its loans.  The Company develops the
loan applications pursuant to pre-approved  underwriting criteria of lenders. If
the borrower  meets the applicable  criteria,  then the loan is guaranteed to be
purchased by the lender.


                                        3

<PAGE>

     (c) Plan of Operations
     ----------------------

     The Company is now eligible to handle the transactions  associated with FHA
qualified  financing.  The  Company  has  an FHA  status  through  its  sponsor,
Countrywide  Mortgage.  The Company  currently has a VA excepted  status through
several of its affiliated wholesale banking relations.

     The Company will first  attempt to establish  an effective  client  lending
base for which it will  provide  services.  The  Company  plans to  utilize  the
expertise  of its  principal  officers,  Messrs.  Gregarek  and  Burden  and Ms.
Kimminau,  to develop  lending  opportunities.  Each individual will utilize his
previous contacts in business to develop potential opportunities. Otherwise, the
Company plans to sell its services  through  Company  employees  and  authorized
representatives. All operational decisions will be made solely by the management
of the Company.  The  management of the Company has had extensive  experience in
the mortgage business. See "Directors, Executive Officers, Promoters and Control
Persons".

     The Company has had operational  activity and has generated  revenues and a
modest  profit  from  time  to  time  and  has  most  recently  been  marginally
unprofitable,  as reflected in its most current financial statements.  It should
be noted,  however,  that the  Company  does not have an  extensive  history  of
operations. To the extent that management is unsuccessful in keeping expenses in
line with  income,  failure to effect the events and goals  listed  herein would
result in a general  failure of the  business.  This would cause  management  to
consider liquidation or merger.

     The  Company  was formed to  develop  the new and  emerging  markets in the
mortgage  brokering  business,  particularly  in the  area  of  "B" & "C"  grade
lending.  The Company is presently planning to develop and implement full system
applications  for the  electronic  exchange of data in new and existing  markets
within the mortgage  banking  industry.  One of the base  technologies for these
systems is the Internet system,  which can provide  information such as changing
interest and bond market rates and other economic indicators.

     The Company plans to take advantage of the emerging  market in the U.S. and
around the world created by the Internet. The Company plans to equip its offices
with a network of personal  computers,  which will allow staff to access e-mail,
the  Internet,  and a  collection  of  applications  designed  to  optimize  the
productivity  of the  Company's  staff.  The Company  also plans to utilize high
speed modem  communications and the most current loan processing  software which
interfaces  directly  with the Fannie Mae System and  several  credit  reporting
software companies. The Company believes that this technology will expedite loan
processing and closings.

     In   addition,   the   Company  has   developed   a  web  site,   known  as
www.mortgage2000.com,  which  will  allow  realtors  to send  loan  applications
directly to the  Company  for  approval.  In the  future,  the Company  plans to
develop  enhancements to the web site to permit realtors to use the site to fill
out loan  applications  for  prospective  borrowers,  to check  the  status of a
previously submitted  application,  and to generally otherwise interact with the
Company during the loan process.

                                        4

<PAGE>



     The Company  believes that the advance of the on-line  industry  alone will
have potential for a new and untapped  market in the industry of on-line banking
services  provided at home. It is the intent of the Company to fully explore and
develop all avenues in the information processing field connected to the banking
industry and its numerous  applications as this new system matures in the United
States and through out the world..

     The Company's  proposed  system must be  established  to operate at maximum
efficiency  to control  administrative  and  associated  costs.  Therefore,  the
Company   plans  to  develop  a  system   which   will   allow  for   individual
identification, appointment scheduling, credit history records, payment records,
itemized  expenses as well as associated fees and payment  processing.  With all
data stored on the individuals  customized  electronic record disk formulated by
the Company at the time of processing., the system would also allow the periodic
review of the  client's  current  condition  of the loan and  offer  alternative
solutions to loans that are structured for the short term.

     It is the  belief  of  the  Company  that  sophisticated  electronics  data
exchange  systems will be a significant  part of the future of mortgage  banking
and many  various  other  forms of  banking  that  exist  now and the ones to be
created by needs of the future.

     The Company also has plans to utilize a Visa card program for its customers
and realtors  utilizing the Company's system.  The program is planned to provide
the Company's  clients and selected  brokers with a Visa card at the time of the
closing and funding  their loans.  The Company  would also use this program as a
means of paying individual  realtors for generating loan applications  using the
Company's  Internet web page.  The realtors  would  complete a two page informal
application for their clients and then e-mail that  information  directly to the
Company's main office for acceptance and  preparation of the loan. When the loan
is  funded,  the  Company  would  transfer  a fee to  the  visa  account  of the
individual realtor.  The fee to the individual realtor has not been specifically
arranged,  so the fee may vary in the amount among individual realtors. A future
enhancement  to the system would permit brokers to view the status of their VISA
accounts.

     In addition to its office in the Denver Metropolitan area and correspondent
office in Colorado  Springs,  the  Company  plans to pursue the opening of other
offices in locations such as Fort Collins, Colorado. Other offices for expansion
would involve the Western United States as well as into markets throughout North
America.  No specific plans have been devised at this point for such  additional
offices.  It is anticipated that these branch offices would function as separate
and independent  agencies,  with all  communications and processing of the loans
conducted  by the main  office in Denver.  However,  at  present,  the  Colorado
Springs office operates under an oral agreement as a correspondent facility. The
lessors of the office, who are minority shareholders Sheryl K. Fitzgerald, Carey
A. Bailey,  and Melissa  Davidson,  provide the Company with free space but have
the right to broker mortgages on behalf of the Company. In exchange, the Company
received twenty-five percent of the net income, after defined expenses,  of this
operation  through  April 30,  1998.  Thereafter,  the Company  will receive ten
percent of the net income,  after defined expenses,  of this operation.  Defined
expenses are the costs of advertising,  loan  processing,  and office  supplies,
which are  estimated  at  approximately  $4,000  since the  commencement  of the
arrangement.  However,  this arrangement is in the process of being reevaluated,
since the entire  operation has  generated  less than $2,000 in gross fees since
inception.

                                        5

<PAGE>




     (d) Markets
     -----------

     The  Company's  initial  marketing  plan  will  be  focused  completely  on
developing a share of the residential mortgage business.  As of the date of this
Registration  Statement,  the  Company  has made  initial  efforts  toward  this
marketing  plan. The Company plans,  at this point,  to utilize the expertise of
its principal officers, Messrs. Gregarek and Burden and Ms. Kimminau, to develop
lending  opportunities.  Each individual  will utilize his previous  contacts in
business to develop  potential  opportunities.  Otherwise,  the Company plans to
sell its services through Company employees and authorized representatives.

     (e) Raw Materials
     -----------------

     The  use of raw  materials  is not now  material  factor  in the  Company's
operations at the present time.

     (f) Customers and Competition
     -----------------------------

     The  mortgage  banking  business is highly  competitive,  with  hundreds of
brokers and wholesalers  competing for the same consumer  dollar.  The Company's
operational  activities  centers  primarily  in the  mortgage  loan  origination
business, in which there is a great deal of competition.  It is anticipated that
competition  will come from a number of sources,  many of whom will have greater
resources and  experience  than the Company.  All lenders in the Rocky  Mountain
United States region are potential  competitors.  There can be no guarantee that
the Company will be able to compete successfully over the short or long term.

     (g) Employees
     -------------

     Currently,  the  Company  has one  full-time  employee  and  one  part-time
employee.  The full-time employee,  Mr. Burden,  coordinates the activities with
third party loan  originators and oversees the daily  operations of the Company.
The part-time employee acts as the office manager and bookkeeper.  The Company's
directors  and officers are currently  managing the affairs of the Company.  The
Company  plans to hire  employees in the future but has  formulated  no definite
plans at this point.

     (h) Backlog
     -----------

     At December 31, 1998, the Company had no backlogs.

     (i) Proprietary Information
     ---------------------------

     The  Company  owns the  tradename  "Mortgage  2000"  and  owns  proprietary
computer software which it uses in its operations. Otherwise, the Company has no
proprietary information.

                                        6

<PAGE>



     (j) Government Regulation
     -------------------------

     The Company is expected to be subject to material  governmental  regulation
and approvals  customarily  incident to the operation of a mortgage company. The
Company will be regulated by applicable  Federal and state  regulation It is the
policy of the  Company to fully  comply  with all  governmental  regulation  and
regulatory authorities.

     (k) Research and Development
     ----------------------------

     The  Company  has  never  spent  any  amount in  research  and  development
activities.

     (l) Environmental Compliance
     ----------------------------

     The  Company is not  expected to be subject to any  material  environmental
compliance.

Item 2. Description of Properties.
----------------------------------

     The  Company's  executive  offices are located at 6970 South Holly  Circle,
#105,  Englewood,  Colorado  80112.  The Company rents this office on a one year
lease at a cost of $1,828 per month from an  unaffiliated  third party.  Company
also owns office  equipment to furnish the Denver  office.  The Company owns the
tradename  "Mortgage 2000" and licenses  proprietary  computer software which it
uses in its operations. Otherwise, the Company owns no properties.

Item 3. Legal Proceedings.
--------------------------

     In January,  1999, a shareholder filed a lawsuit demanding  recision of her
investment in the Company (Sheryl K. Fitzgerald, et al. v. Centennial Banc Share
Corp., et al. State District Court, County of Arapahoe,  State of Colorado). The
Company  filed a motion with the Court to move the matter to  arbitration  under
the investors' subscription  agreement.  This matter was settled in April, 1999.
Otherwise,  no legal  proceedings of a material nature to which the Company is a
party were pending  during the  reporting  period,  and the Company  knows of no
legal  proceedings  of a material  nature  pending or  threatened  or  judgments
entered against any director or officer of the Company in his capacity as such.

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

     The Company did not submit any matter to a vote of security holders through
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.

                                        7

<PAGE>


                                     PART II
                                     -------

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

     (a) Principal Market or Markets
     -------------------------------

     The Company's  securities  have never been listed for trading on any market
and are not quoted at the present time.  At the present  time,  the Company does
not know where  secondary  trading will  eventually be  conducted.  The place of
trading,  to a large extent, will depend upon the eventual size of the Company..
To the extent,  however,  that trading will be conducted in the over-the-counter
market in the so-called "pink sheets" or the NASD's "Electronic Bulletin Board,"
a  shareholder  may find it more  difficult  to  dispose  of or obtain  accurate
quotations as to price of the Company's securities.  In addition, The Securities
Enforcement  and Penny Stock Reform Act of 1990 requires  additional  disclosure
and  documentation  related to the market for penny  stock and for trades in any
stock defined as a penny stock.

     (b) Approximate Number of Holders of Common Stock
     -------------------------------------------------

     As of the March 1, 1999, a total of  1,165,965  of shares of the  Company's
Common  Stock  were  outstanding  and the  number  of  holders  of record of the
Company's  common  stock at that date was  approximately  thirteen.  Five of the
Company's  shareholders  acquired their respective shares in the Company in 1998
at a cash price of $2.50 per share.  These  shares were issued under Rule 504 of
the  Securities  Act of 1933, as amended.  The remaining  shareholders  acquired
their  shares in 1996 for cash and  services at par value.  All of these  shares
were issued in  accordance  with the  exemption  from  registration  afforded by
Section  4(2) of the  Securities  Act of 1933,  as  amended,  in that these were
private offerings to individuals who were  sophisticated  investors and received
all pertinent information relative to this investment.

     (c) Dividends
     -------------

     Holders of common stock are  entitled to receive  such  dividends as may be
declared by the Company's  Board of Directors.  No dividends on the common stock
were paid by the Company during the periods reported herein nor does the Company
anticipate paying dividends in the foreseeable future.

     (d) The Securities Enforcement and Penny Stock Reform Act of 1990
     -----------------------------------------------------------------

     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock  defined as a penny  stock.  Unless the  Company can
acquire  substantial  assets and trade at over $5.00 per share on the bid, it is
more likely  than not that the  Company's  securities,  for some period of time,
would be defined under that Act as a "penny stock." As a result, those who trade

                                        8

<PAGE>



in the Company's  securities may be required to provide  additional  information
related  to their  fitness to trade the  Company's  shares.  Also,  there is the
requirement  of a  broker-dealer,  prior to a transaction  in a penny stock,  to
deliver a standardized risk disclosure document that provides  information about
penny stocks and the risks in the penny stock market.  Further,  a broker-dealer
must provide the customer  with current bid and offer  quotations  for the penny
stock,  the  compensation  of  the  broker-dealer  and  its  salesperson  in the
transaction,  and monthly  account  statements  showing the market value of each
penny  stock  held in the  customer's  account.  These  requirements  present  a
substantial  burden  on any  person  or  brokerage  firm who  plans to trade the
Company's  securities and would thereby make it unlikely that any liquid trading
market would ever result in the  Company's  securities  while the  provisions of
this Act might be applicable to those securities.

     (e) Blue Sky Compliance
     -----------------------

     The trading of penny stock  companies may be  restricted by the  securities
laws ("Blue Sky" laws) of the several states.  Management is aware that a number
of states currently  prohibit the unrestricted  trading of penny stock companies
absent  the  availability  of  exemptions,  which are in the  discretion  of the
states' securities administrators.  The effect of these states' laws would be to
limit the  trading  market,  if any,  for the shares of the  Company and to make
resale of shares acquired by investors more difficult.

Item 6. Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

     Results of Operations

     The Company has had  operational  activity  and has  generated  revenues to
date. However,  the Company does not have an extensive history of operations and
is marginally unprofitable. The Company's primary activity for the coming fiscal
year will be to internally expand its business by processing  increasing amounts
of mortgage  banking  business.  The Company plans to work with its  established
contacts and to attempt to develop new contacts to increase its business.

     As in the past, the Company plans to concentrate its activities in Colorado
and particularly in the Denver and Colorado Springs  Metropolitan  areas. As the
Company expands, it will focus next on markets within the Rocky Mountain states.

     The  Company  collects  loan  fees for  acting  as the  broker  under  oral
agreements with non-affiliate loan originators. The Company principally utilizes
such  non-affiliate  loan  originators for its operations and currently  employs
only  two  persons,  each  of  whom  coordinate  the  relationships  with  these
non-affiliate loan originators.

     Contract labor is a substantial part of the Company's  planned  operations.
The principal variable in the Company's  operation is also contract labor, which
represents fees paid to third party loan originators for developing  loans. Such


                                        9

<PAGE>


contract labor is subject to fluctuation,  based upon the loan activity within a
given  period.  However,  this cost is not fixed and is directly  related to the
successful  placement of loans and the  resultant  generation of revenue for the
Company.

     The Company's fixed expenses run approximately $8,000 per month. Such costs
are not  expected  to  materially  increase  in the  foreseeable  future  as the
Company's business increases.  The Company believes that it is meeting its fixed
expenses  as of the date  hereof.  Within six months from the date  hereof,  the
Company  believes  that it will  begin  to  generate  a modest  profit  and will
thereafter be profitable.  The extent of the Company's  profitability  cannot be
ascertained at this point.

     The  Company  also  plans,  as a  secondary  matter,  to search  for and to
identify potential acquisition candidates in businesses related to or compatible
with the Company's  core business of mortgage  banking.  Because the Company has
limited capital,  any such  acquisition  would most likely result in a change of
control of the Company.  As of the date  hereof,  the Company has not engaged in
any preliminary efforts intended to identify such possible potential acquisition
candidates and has neither  conducted  negotiations nor entered into a letter of
intent concerning any such candidates.

     The principal  criteria for evaluating such acquisitions  which the Company
may engage in will be the amount of  investment  required  by the  Company,  the
degree  of risk to the  Company,  the  potential  return  on  investment  to the
Company,  the  Company's  expertise  in each  situation  and the  expertise  and
reliability of the acquiree in any such situation.

Liquidity and Capital Resources

     As of the end of the reporting period,  the Company had no material cash or
cash equivalents. There was no significant change in working capital during this
fiscal year. In February,  1998, the Company  completed a private  placement and
raised $110,750, which it plans to utilize in its operations.

     As of the  date  of  this  Registration  Statement,  there  are  no  plans,
proposals,  arrangements, or understandings with respect to the sale or issuance
of  additional  securities by the Company.  During the latter part of 1999,  the
Company  plans to examine  the  feasibility  of a public  offering to expand its
operations.  No definitive  plans  currently exist for a public offering at this
time.

     Management feels that the Company has inadequate  working capital to pursue
most  of  its  business  opportunities  other  than  to  internally  expand  the
operations  of its  existing  offices  or to effect an  acquisition  with  third
parties.  The Company's capital  requirements for the foreseeable future will be
supplied  through  internally  generated  profits,  if any, and borrowings.  The
opening of additional  offices will require a  substantial  infusion of capital,
which the Company feels can only be accomplished by additional  equity financing
through either a public or private offering, or both.

     The Company does not intend to pay dividends in the foreseeable future.

                                       10

<PAGE>


Item 7. Financial Statements.
-----------------------------

     The complete financial statements are included at Item 13 herein.

Item 8. Disagreements With Accountants on Accounting and Financial Disclosure.
------------------------------------------------------------------------------

     The Company did not have any  disagreements  on  accounting  and  financial
disclosures with its present accounting firm during the reporting period.

                                    PART III
                                    --------

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

     The  Directors  and  Executive  Officers  of the  Company,  their  ages and
positions held in the Company as of December 31, 1998 are as follows:

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

David J. Gregarek             44             President, Director

Pat Kimminau                  54             Executive Vice President, Director
                                             of Compliance, Director

J. Dean Burden                47             Vice President, Director of
                                             Operations, Director

Michael J. Delaney            40             Secretary, Treasurer, Chief 
                                             Financial Officer

Richard Schreck               46             Director

     The Company's  Directors  will serve in such capacity until the next annual
meeting of the  Company's  shareholders  and until  their  successors  have been
elected and  qualified.  The officers  serve at the  discretion of the Company's
Directors.  There are no family  relationships  among the Company's officers and
directors,  nor are there any arrangements or understandings  between any of the
directors or officers of the Company or any other  person  pursuant to which any
officer or director was or is to be selected as an officer or director.

David J. Gregarek

Mr.  Gregarek  has served as  President  and a  Director  of the  Company  since
November,  1996.  For the past ten years,  he has been a private  investor.  Mr.
Gregarek is the President and founder of Clear Ridge Realty,  Inc. of Englewood,
Colorado, which he organized in 1976.  Mr. Gregarek has served as an officer and

                                       11

<PAGE>



director  of a  number  of  public  companies,  including  as  President  of JNS
Marketing,  Inc. since August, 1997, as President of Parkway Capital,  Inc. from
1988 to 1994,  and as President of Maui  Capital,  Inc. from 1988 to 1995. He is
also a principal shareholder of Huntington Capital Corporation,  a company which
was formed to acquire other  businesses or entities.  Mr.  Gregarek shall devote
such time as is  necessary to carry out his  responsibilities  as an Officer and
Director of the Company.

Pat Kimminau

Ms.  Kimminau has been a Director,  Executive  Vice  President,  and Director of
Company for the Company  since its  inception  in November,  1996.  She has been
involved in the  mortgage  industry  for the past  twenty-eight  years.  She has
extensive  experience and knowledge of the various  regulatory  requirements and
documentation  required under FNMA, FHLMC, GNMA, RESPA, Truth In Lending,  ECOA,
HMDA, Fair Lending,  FHA, and VA programs for both the origination and servicing
of mortgages. From 1991 to the present she has been an independent consultant to
a number of mortgage  companies.  She has assisted these mortgage companies with
the  development  of quality  control  procedures,  audits of  origination  loan
servicing,  due diligence on lending,  and compliance control.  Ms. Kimminau has
had experience as a supervisor and manager and was  responsible for training and
establishing  policies and procedures for mortgage company  operations.  She has
been  invited by FNMA to join the  Quality  Control  Liaison  Committee  for its
Southwest  Region.  She shall  devote a minimum of twenty  hours per week to the
business of the Company.

J. Dean Burden

Mr. Burden has served as a Director, Vice President,  and Director of Operations
of the  Company  since its  inception  in  November  1996.  Mr.  Burden has been
involved  in the  mortgage  business  since  1994.  Mr.  Burden has worked  with
Mortgage Loan  specialists,  a California based company from September,  1994 to
November,  1996, when he joined the Company. For the past five years, Mr. Burden
has also  worked  as a  private  consultant.  He was  principally  a merger  and
acquisition  specialist.  From 1993 to 1994, his principal activity involved the
design of an  on-line  computer  system  which was  eventually  sold to  Ralston
Purina.  His background  also includes a wide range of functions  connected with
the structure and  formulation  of companies  that intend to become  public.  He
attended Western State College and the University of the Americas.  He is on the
Board of Directors of the Southeast  Denver-Douglas  County Economic Development
Council and a member of the Colorado Mortgage Lenders' Association.  He declared
bankruptcy  under  Chapter 7 of the  Bankruptcy  Code in 1994.  Mr. Burden shall
devote a minimum of forty hours per week to the business of the Company.

Michael J. Delaney

Mr.  Delaney has served as Secretary of the Company  since  August,  1997 and as
Treasurer and Chief Financial  Officer since March,  1998. In January,  1998, he
became President, Secretary, and sole Director of Boulder Capital Opportunities,
II, Inc., a public company.  Since 1980, Mr. Delaney has also been the owner and
president of MD Sales, a sales  representative  and consulting  firm for various
companies in product development,  sales, and marketing.  Mr. Delaney has served
as a  Director  of Maui  Capital  Corporation  from 1988 to 1995 and of  Parkway
Capital  Corporation from 1988 to 1994. He will devote such time as is necessary
to carry out his responsibilities as an Officer of the Company.

                                       12

<PAGE>



Richard Schreck

Mr.  Schreck has been a Director of the Company since its inception in November,
1996.  He is a real estate  broker with a wide variety of contacts and financial
knowledge  in the real estate  business.  For the past year,  he has been a Vice
President,  Brokerage,  for Fuller and Company,  a real estate brokerage firm in
Denver,  Colorado. Prior to that, he was associated with Grubb & Ellis from 1992
until he joined Fuller and Company.  He has also worked for The Broe  Companies,
and Vantex Properties, among others. He has a Bachelors Degree in Organizational
Behavior  from  Miami  University.   He  is  involved  in  numerous   charitable
activities.  Mr. Schreck shall devote such time as may be necessary to carry out
his responsibilities as a Director of the Company.

     The Board of Directors has established no committees.  Members of the Board
of Directors  receive no additional  compensation for their service on the Board
of Directors.

     Compliance with Section 16(a) of the Securities Exchange Act of 1934.
     ---------------------------------------------------------------------

     Section  16(a)  of the  Securities  Exchange  Act of 1934  (the  "34  Act")
requires the Company's  officers and directors and persons  owning more than ten
percent of the Company's  Common Stock, to file initial reports of ownership and
changes in  ownership  with the  Securities  and  Exchange  Commission  ("SEC").
Additionally,  Item 405 of Regulation  S-B under the 34 Act requires the Company
to identify in its Form 10-KSB and proxy  statement  those  individuals for whom
one of the above  referenced  reports was not filed on a timely basis during the
most recent fiscal year or prior fiscal  years.  Given these  requirements,  the
Company  has the  following  report  to make  under  this  section.  None of the
Officers or Directors of the Company made timely  filings of their Forms 3 and 5
in the last fiscal year. All such persons  eventually  made the filings and have
been counseled  concerning their  responsibilities  regarding future  compliance
with these rules.

Item 10. Executive Compensation.
--------------------------------

     The Officers and  Directors of the Company have  received the common shares
which they own as their sole  compensation  for being involved with the Company.
Mr.  Burden,  an Officer an Director of the  Company,  was paid an  aggregate of
$40,104 in total  compensation for fiscal year 1997 and a total of $59,259.48 in
total compensation for fiscal year 1998.

     Otherwise,  none of the Company's  officers  and/or  directors  receive any
compensation for their  respective  services  rendered to the Company,  nor have
they received such compensation in the past.

     The Company has no retirement, pension, sharing, stock option, insurance or
other  similar  programs  but plans to  establish  such  programs in the future,
although there are no definitive plans to do so at this time.

                                       13

<PAGE>


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

     The following sets forth the number of shares of the Registrant's $.0000001
par value common stock beneficially owned by (i) each person who, as of December
31, 1998,  was known by the Company to own  beneficially  more than five percent
(5%) of its common stock;  (ii) the  individual  Directors of the Registrant and
(iii) the Officers and Directors of the  Registrant  as a group.  As of December
31, 1998, there were 1,165,965 common shares issued and outstanding.

Name and Address                Amount and Nature of              Percent of
of Beneficial Owner          Beneficial Ownership (1)(2)            Class
-------------------          ---------------------------            -----

J. Dean Burden                        525,000                       45.03%
6970 South Holly Circle, #105
Englewood, Colorado  80112.

David J. Gregarek                     475,000(3)                    40.74%
6970 South Holly Circle, #105
Englewood, Colorado  80112.

Michael J. Delaney                     50,000(4)                     4.28%
6970 South Holly Circle, #105
Englewood, Colorado  80112.

Pat Kimminau                            5,000                         .429%
6970 South Holly Circle, #105
Englewood, Colorado  80112.

Richard Schreck                         5,000                         .429%
6970 South Holly Circle, #105
Englewood, Colorado  80112.

Officers and Directors              1,060,000                       90.91%
as a Group (5 Persons)

(1)  All ownership is beneficial and of record, unless indicated otherwise.

(2)  Beneficial  owner  listed above has sole voting and  investment  power with
     respect to the shares shown, unless otherwise indicated.

(3)  Mr. Gregarek resigned from all offices and sold all of his shares in April,
     1999.

(4)  Mr. Delaney  resigned from all offices and sold all of his shares in April,
     1999.

                                       14

<PAGE>



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

     The Company had a note payable to J. Dean  Burden,  an officer and director
of the  Company.  This note is for the sum of $22,500 at ten  percent  per annum
interest and was due and payable with accrued interest and principal on February
3, 1998. This note has been paid in full.

     Mr.  Burden also  secured a $25,000  note of the Company to an  independent
third party. This note has been paid in full.


                                     PART IV
                                     -------

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

     (a) The following financial information is filed as part of this report:

          (1)  Financial Statements
          (2)  Schedules
          (3)  Exhibits. The following exhibits required by Item 601 to be filed
               herewith  are  incorporated  by  reference  to  previously  filed
               documents:

Exhibit No.              Description
-----------              -----------

+  3A           Articles of Incorporation

+  3B           Bylaws


+ Previously Filed.

     (b) Reports on Form 8-K.  The  Company  filed no reports on Form 8-K during
the fourth quarter of the fiscal year ended December 31, 1998.



                                       15

<PAGE>

                                   SIGNATURES
                                   ----------

     In accordance  with 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.



                                           Centennial Banc Share Corp.


Dated: 4/13/99                             By: /s/ J. Dean Burden
       -------                                ----------------------------------
                                              J. Dean Burden
                                              President and Director


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


Dated: 4/13/99                             By: /s/ J. Dean Burden
       -------                                ----------------------------------
                                              J. Dean Burden
                                              Chief Financial and Accounting 
                                              Officer, Director


Dated: 4/13/99                             By: /s/ Pat Kimminau
       -------                                ----------------------------------
                                              Pat Kimminau
                                              Director


Dated: 4/13/99                             By: /s/ Richard Shreck
       -------                                ----------------------------------
                                              Richard Shreck
                                              Director



                                       16

<PAGE>




                           CENTENNIAL BANC SHARE CORP.

                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 1998



<PAGE>
 

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
Centennial Banc Share Corporation
Denver, Colorado


We have  audited  the  accompanying  balance  sheet  of  Centennial  Banc  Share
Corporation  as of December 31, 1998 and the related  statements of  operations,
stockholders'  equity,  and cash flows for the year then ended.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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


In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Centennial  Banc  Share
Corporation,  as of December  31, 1998 and the results of their  operations  and
their cash flows for the year then ended in conformity  with generally  accepted
accounting principles.




Denver, Colorado
March 22, 1999


<PAGE>

                        CENTENNIAL BANC SHARE CORPORATION
                                 Balance Sheet
                               December 31, 1998
                  With Comparative Totals for December 31, 1997



                                                          1998          1997
                                                        ---------     ---------

ASSETS:
-------

Current Assets:
    Cash                                                $  79,714     $ 111,093
    Notes Receivables                                        --           4,700
    Prepaid Expenses                                        1,102          --
                                                        ---------     ---------

Total Current Assets                                       80,816       115,793

Property & Equipment:
    Net of accumulated depreciation of $2,283               9,133         3,274
    for 1998 and $200 for 1997 

Other Assets:
    Deposit                                                 1,828        25,000
                                                        ---------     ---------

TOTAL ASSETS                                            $  91,777     $ 144,067
                                                        =========     =========


LIABILITIES AND EQUITY
----------------------

Current Liabilities:
    Accounts payable                                    $     342     $     524
    Accrued Expenses                                        1,310         3,730
    Accrued Expenses - Mort. 2000                             262          --
    Notes Payable                                          22,500        34,382
                                                        ---------     ---------

Total Current Liabilities                                  24,414        38,636

Stockholder's Equity:
    Preferred stock, $.0000001 Par Value
    1,000,000 Shares Authorized. None Issued                 --            --

    Common stock, $.0000001 Par Value
    50,000,000 Shares Authorized, 1,165,965 were
    issued and outstanding as of Dec. 31, 1998,                 1             1
    1,147,500 were issued and outstanding as
    of Dec. 31, 1997

    Additional Paid-In Cash                               138,008       108,510
    Retained Earnings (Deficit)                           (70,646)       (3,080)
                                                        ---------     ---------

TOTAL STOCKHOLDERS' EQUITY                                 67,363       105,431

TOTAL LIABILITIES & STOCKHOLDER'S EQUITY:               $  91,777     $ 144,067
                                                        =========     =========


    The accompanying notes are an integral part of the financial statements.

<PAGE>


                        CENTENNIAL BANC SHARE CORPORATION
                             Statement of Operations
                      For the Year Ended December 31, 1998
                  With Comparative Totals for December 31, 1997



                                                     1998               1997
                                                  -----------       -----------
REVENUE:
    Brokerage Fees                                $   899,554       $   145,647
    Miscellaneous Income                                6,370               367
                                                  -----------       -----------

Total Revenue                                     $   905,924       $   146,014
                                                  ===========       ===========

OPERATING EXPENSES:
    Salary & Wages                                     59,107            22,308
    Payroll Taxes                                       5,767             1,975
    Bonus                                               5,475              --
    Advertising                                         9,354             2,145
    Marketing                                            --               5,829
    Telemarketing                                        --               2,666
    Contract Labor                                      5,341            73,813
    Office Expenses                                       327             7,234
    Professional Fees                                  14,174             5,722
    Maintenance & Repairs                                 650               280
    Insurance                                           1,074              --
    Legal & Audit Fees                                  7,973              --
    Office Supplies                                     1,195             4,014
    Equipment Lease                                     1,031             1,121
    Equipment Repairs                                   2,100              --
    Internet Expense                                    2,485              --
    Rent                                               21,933             3,250
    Telephone                                           8,345             3,064
    Dues & Subscriptions                                   52             1,600
    Travel                                              9,328               852
    Meals & Entertainment                                --               3,603
    Postage                                               950               352
    Printing                                            2,670             1,083
    Appraisal Fees                                     10,689             3,200
    Credit Reports                                      3,522             1,206
    Loan Originator Fees                               57,857              --
    Stoncreek Loan Expenses                           691,210              --
    Processing Fees                                     3,823             1,159
    Mortgage 2000 - Expenses                           38,446              --
    Charitable Contributions                              105              --
    Bank Charges                                        2,430               474
    Interest Expense                                    1,799               320
    Licenses                                              178             1,240
    Miscellaneous Expense                               2,017               384
    Depreciation Expense                                2,083               200
                                                  -----------       -----------

Total Operating Expenses                              973,490           149,094
                                                  -----------       -----------

NET DEFICIT                                       $   (67,566)      $    (3,080)
                                                  ===========       ===========

NET LOSS PER COMMON STOCK                               (0.06)           (0.003)
                                                  -----------       -----------

WEIGHTED AVERAGE SHARES OUTSTANDING                 1,131,496         1,111,192
                                                  -----------       -----------


    The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
<CAPTION>


                                      CENTENNIAL BANC SHARE CORPORATION
                                             STOCKHOLDER'S EQUITY
                                               DECEMBER 31, 1998
                  



                                                                     Additional    Retained       Total
                                             COMMON STOCKS            Paid- In     Earnings    Stockholder's
                                          Shares       Amount         Capital      (Deficit)      Equity
                                          ------       ------         -------      ---------      ------
                                                 

<S>                                      <C>          <C>            <C>           <C>            <C>
Issuance of Stock for Cash & Services    1,147,500             1       108,510          --         108,511

Net Deficit 12/31/97                                                                  (3,080)       (3,080)
                                        ----------    ----------    --------------------------------------

Balance December 31, 1997                1,147,500             1       108,510        (3,080)      105,431
                                        ==========    ==========    ======================================


Feb, 1998 Issuance of Stock for Cash         4,300          --          10,750          --          10,750

May, 1998 Cancelled Stock                   (2,500)         --          (6,250)         --          (6,250)

July, 1998 Issuance of Stock for Cash       16,665          --          24,998        24,998

                                                                          --         (67,566)      (67,566)
                                        ----------    ----------    --------------------------------------

                                         1,165,965             1    $  138,008    $  (70,646)   $   67,363
                                        ==========    ==========    ======================================


    The accompanying notes are an integral part of the financial statements.



</TABLE>

<PAGE>


                        CENTENNIAL BANC SHARE CORPORATION
                             Statement of Cash Flow
                      For the Year Ended December 31, 1998
                  With Comparative Totals for December 31, 1997


                                                           1998          1997
                                                           ----          ----

Cash Flows from Operating Activities:

  Net Income (Loss)                                     $ (66,823)    $  (3,080)
  Depreciation                                              2,083           200

Changes in Assets & Liabilities:

  Notes Receivable                                          4,700        (4,700)
  Deposits                                                 23,172       (25,000)
  Prepaid Expenses                                          1,102          --
  Accounts Payable                                           (182)          524
  Notes Payable                                           (11,882)       34,382
  Accrued Expenses                                         (2,174)        3,730
                                                        ---------     ---------

Net Cash Provided by Operating Activities                 (50,004)        6,056

Cash Flows Used for Investing Activities:


  Capital Expenditures                                     (7,050)       (3,474)
                                                        ---------     ---------

Net Cash Used for Investing Activities                     (7,050)       (3,474)

Cash Flows from Financing Activities:

  Issuance of Common Stocks                                25,675       108,511
                                                        ---------     ---------

Net Cash Provided by Financing                             25,675       108,511

Net Increase in Cash & Cash Equivalents                   (31,379)      111,093
Cash & Cash Equivalents at Beginning of Period            111,093          --
                                                        ---------     ---------

Cash & Cash Equivalents at End of Period                $  79,714     $ 111,093
                                                        =========     =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
  Interest                                                  1,479            50
  Income Taxes                                               --            --
                                                        =========     =========



    The accompanying notes are an integral part of the financial statements.


<PAGE>



                           CENTENNIAL BANC SHARE CORP.
                          Notes to Financial Statements
                                December 31, 1998


Note 1 - Organization and Summary of Significant Accounting Policies:
---------------------------------------------------------------------

Organization
------------

The Company was formed on November 8, 1996, and  incorporated  under the laws of
the State of Colorado.  The Company  spent  several  months of  preparation  and
research  before  beginning  formal  operations  on March 10, 1997. No financial
transactions occurred in 1996.

The Company is a Colorado  corporation  organized  for the purpose of developing
and maintaining the business associated with mortgage banking.  The Company name
has been approved by the State of Colorado  division of banking.  The Company is
an approved  broker which has a  correspondent  relationship  with several large
wholesale  banks.  The Company  lends to all markets in the  mortgage  business.
However the main thrust of the Company's  business is  concentrated in the niche
market  lending to borrowers  whose credit is less than  perfect.  The market is
known in the industry as the B & C grade market. The Company has discovered what
it  perceives  as a great need for this type of  financing  and is  aggressively
pursuing these customers. It appears to the Company that the future of the B & C
grade  clientele  is not  necessarily  affected by changing  interest  rates but
thereby affords a substantial opportunity for the Company.

Basis of Presentation:
----------------------

The Company is primarily engaged in mortgage  brokering.  The authorized capital
stock of the  corporation is 50,000,000  shares of common stock at $.0000001 and
1,000,000  shares of preferred  stock at $.0000001 par value. No preferred stock
has been issued.

Cash and Cash Equivalents:
--------------------------

The Company  considers all  highly-liquid  debt  instruments,  purchased with an
original maturity of ninety (90) days, to be cash equivalents.

Property and Equipment
----------------------

Property and equipment is stated at cost. The cost of ordinary  maintenance  and
repairs  is  charged  to  operations   while  renewals  and   replacements   are
capitalized.  Depreciation  is computed on the  straight  -line  method over the
following estimated useful lives: 
     Furniture and fixtures              5 years

Revenue Recognition:
--------------------

Revenue is recognized when earned and expenses are recognized when they occur.

<PAGE>


                           CENTENNIAL BANC SHARE CORP.
                          Notes to Financial Statements
                                December 31, 1998


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.

Note 2 - Federal Income Taxes:
------------------------------

The  Company  adopted  statement  of  financial  Accounting  Standards  No. 109,
"Accounting  For Income Taxes." FAS 109 requires the recognition of deferred tax
liabilities  and assets for the  anticipated  future  tax  effects of  temporary
differences  that arise as a result of differences  in the carrying  amounts and
tax  bases of  assets  and  liabilities.  There  was no  material  effect on the
financial statements as a result of adopting FAS 109.

Note 3 - Notes Payable
----------------------

The following is a summary of notes payable.

Note payable to Jerrod D. Burden payable
 in a lump sum due upon demand.
Interest rate is ten percent.                                            $22,500
Note is secured by an officer and director of the corporation.     


                                                               Total:    $22,500
                                                                         =======

Note 4 - Related Party Transactions
-----------------------------------

Jerrold  Burden,  an officer  and  director  of the  corporation  has loaned and
secured  loans for the  corporation.  During the  organizational  meeting of the
corporation  1,107,500  shares  were  issued to officers  and  directors  of the
company at par value for past services rendered.

Note 5 - Concentration of Business and Geographic Market
--------------------------------------------------------

Over 90% of the  Company's  business  comes  from the  State  of  Colorado.  The
mortgage  banking business is highly  competitive,  with hundreds of brokers and
wholesalers  competing for the same consumer dollar.  The Company's  operational
activities centers primarily in the mortgage loan origination business, in which
there is a great deal of competition.  It is anticipated  that  competition will
come from a number of  sources,  many of whom will have  greater  resources  and
experience  than the Company.  All lenders in the Rocky  Mountain  United States
region are  potential  competitors.  The  Company  believes  with the use of the
internet  system and the  sophisticated  electronics  data exchange system being
developed  by the  Company,  that it will be doing  business all over the United
States as well an internationally.


<PAGE>

                           CENTENNIAL BANC SHARE CORP.
                          Notes to Financial Statements
                                December 31, 1998


Note 6 - Impact of Recently Issued Accounting Standards
-------------------------------------------------------

In February 1997, the Financial  Accounting Standards Board issued Statement No.
129,  disclosure of Information  about Capital Structure (SFAS No. 129). In June
1997,  the  Financial  Accounting  Standards  Board  issued  Statement  No. 130,
Reporting Comprehensive Income (SFAS No. 130), and Statement No. 131, Disclosure
about  Segments of an Enterprise  and Related  Information  (SFAS No. 131).  The
Company is required to adopt these statements in 1998. SFAS No. 129 consolidates
the existing guidance from several other pronouncements  relating to an entity's
capital  structure.  SFAS No. 130  establishes  new  standards for reporting and
displaying  comprehensive  income  and its  components.  SFAS No.  131  requires
disclosure of certain information  regarding  operating  segments,  products and
services,  geographic areas of operation and major customers.  Adoption of these
statements  is expected to have no impact on the Company's  financial  position,
results of operations, or cash flows.

Note 7 - Officer's Compensation
-------------------------------

During the  organization  meeting of the corporation  1,107,500 shares of common
stock were issued to the officers and  directors of the Company at par value for
past  service  rendered.  During the period from January 1, 1997 to December 31,
1997 no further  compensation  was issued to the officers or directors for their
contributed services during the preparation and research period.

Note 8 - Common Stock
---------------------

The Common  Stock  issued as of December  31, 1997 was  1,147,500.  In February,
1998,  an additional  4,300 shares were issued at $2.50 per share.  In May, 1998
stock in the name of Carlton Pirkey were cancelled at $2.50 per share.  In July,
1998  16,685  shares of common  stock  were  issued  at $1.50 per  share.  As of
December 31, 1998 there are 1,165,965 of common stock outstanding.


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-KSB

                                    EXHIBITS
                                       TO
                          Centennial Banc Share Corp..


<PAGE>

                                INDEX TO EXHIBITS


Exhibit                                                   Page or
Number           Description                              Cross Reference
------           -----------                              ---------------

+  3A            Articles of Incorporation

+  3B            Bylaws


+  Previously Filed.