**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-KSB/A**

 

**AnnualReport Pursuant to Section 13 or 15(d) of the**

**SecuritiesExchange Act of 1934**

 

**For the fiscal year endedDecember 31, 2004**

 

**Commission file number: 001-31816**

 

**Centennial Specialty Foods Corporation**

(Exact name of smallbusiness issuer in its charter)

 
| **Delaware**                                                    | ** ** | **55-0825751**                           |
|-----------------------------------------------------------------|------------|------------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |       | (I.R.S. Employer  Identification Number) |
|                                                            |       |                                     |
| **10700  E. Geddes Ave.,  Suite 170  Centennial, Colorado**     | ** ** | **80112**                                |
| (Address of principal  executive offices)                       |       | (Zip Code)                               |

 

Issuer’s telephone number: (**303) 292-4018**

 

Securities registered pursuant to Section 12(b) of theAct:

 
| **Title  of each class**        | ** ** | **Name  of each exchange on which registered** |
|---------------------------------|------------|------------------------------------------------|
| Common Stock, $.0001  par value |       | Boston Stock Exchange                          |

 

Securities registeredpursuant to Section 12(g) of the Act: **None.**

 

Check whether the issuer: (1) filed all reports required tobe filed by Section 13 or 15(d) of the Exchange Act during the past12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes ý    No o

 

Check if there is no disclosure of delinquent filersin response to Item 405 of Regulation S-B is not contained in this form,and no disclosure will be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference inPart III of this Form 10-KSB or any amendment to this Form 10-KSB. o

 

The issuer’s revenues for its most recent fiscal yearwere $6.0 million.

 

The aggregate market value of the voting andnon-voting common equity held by non-affiliates of the registrant on January31, 2005, computed by reference to the closing price for such stock on theNASDAQ SmallCap Market on such date, was $1,537,500.

 

Shares of common stock outstanding at February 28, 2005 —5,050,000.

 

Transitional Small Business Disclosure Format  Yes o     No ý

 

**DocumentsIncorporated by Reference**

 

NONE

 

 

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**PART III**

** **

**Item 9.  Directors, Executive Officers, Promoters andControl Persons: Compliance with Section 16(a) of the Exchange Act**

 

| **Name**                 | ** ** | **Age** | ** ** |
|--------------------------|------------|---------|------------|
| Jeffrey R.  Nieder       |       | 44      |       |
| Robert A.  Beckwith, Jr. |       | 42      |       |
| Gerald J. Laber          |       | 61      |       |
| Michael R.  Kaskie       |       | 50      |       |
| Douglas L. Evans         |       | 38      |       |

 

**Directors**

 

Jeffrey R. Nieder has been a director since ourformation in February 2003 and was a member of our Audit Committee until beingreplaced on this Committee by Mr. Kaskie in 2004. He has been our president andchief operating officer since inception and has served as our chief executiveofficer since September 2003. He also served as our chief financial officer andsecretary from inception until January 2004, when Mr. Evans became our chieffinancial officer and secretary. Mr. Nieder is also chief financial officer ofSu Casa Produce, a fresh produce brokerage firm formerly partially owned by ourprincipal stockholder. Mr. Nieder renders services to Su Casa Produce on anas-needed basis after fulfilling his full-time obligations to us. He alsoserved as the chief operating officer and chief financial officer of StokesEllis Foods, Inc. from April 2001 until our merger with that company inNovember 2003. From March 1997 until April 2001, Mr. Nieder was employed invarious executive financial and operational positions with four companies inthe produce industry affiliated with Jeltex Holdings, Inc., which is owned byour principal stockholder. Mr. Nieder formerly practiced as a certified publicaccountant for eight years with Arthur Andersen.

 

Robert A. Beckwith, Jr. has been Chief MarketingOfficer and a director since inception. From June 2000 until joining us, Mr.Beckwith was vice president of sales of Luiginos Inc., an Italian frozen foodmanufacturer headquartered in Duluth, Minnesota. He also served as vicepresident of sales for Golden Stream Quality Foods, an Indianapolis, Indianabased candy, nut and confectionary company, from April 2000 until this companywas sold in June 2000. From 1990 to April 2000, Mr. Beckwith was employed by anumber of subsidiaries of ConAgra Foods Inc., in positions including salesmanager, regional sales manager, and district sales manager. From July 1993until April 2000, he served as a divisional trade manager and divisional vicepresident, regional sales director and national sales manager for private labelsales. While employed with ConAgra, Mr. Beckwith was directly involved in thelaunch of the Healthy Choice brand of frozen food and in sales of frozen andfresh food products for the Banquet and Butterball brands. He also served invarious sales positions with Nestle for five years before joining ConAgra,where he was involved in the launch of the Lean Cuisine and Stouffer’s entreebrands. Mr. Beckwith is a member of the American Marketing Association.

 

Gerald J. “Bud” Laber has served on our board ofdirectors since October 2003. He has been a private investor since 2000, whenhe retired after 33 years of service with Arthur Andersen. Mr. Laber was apartner with Arthur Andersen from 1980 to 2000 and, with the exception of aleave for military service from 1966 through 1968, was employed by ArthurAndersen from 1965 until retiring in 2000. Mr. Laber is a Certified PublicAccountant and is a member of the American Institute of Certified Public Accountantsand the Colorado Society of Certified Public Accountants. He also currentlyserves as a member of the board of directors and of the audit committee throughother publicly held companies, including Healthetech, Inc., Scotts Liquid Gold,Qualmark Corporation, Applied Films Corporation and Spectralink Corporation.Mr. Laber is a member of the board of directors or trustees of severalcharitable organizations with offices in the metropolitan Denver, Coloradoarea.

 

Michael R. Kaskie has served on our board of directorssince December 2003. Mr. Kaskie is employed as the Executive VicePresident/General Manager of the Strategic Consulting Group of InformationResources, Inc. The Strategic Consulting Group is responsible for developmentand analysis of market and sales data for food products sold at retailthroughout the Untied States. Mr. Kaskie has been employed by IRI’s StrategicConsulting Group for the last five years. The group’s main objective is toprovide clients access to improve their return on information investment(ROII), and they are responsible for working with clients who desire a requestfor proposal (RFP) for their database information tracking service. During thelast 20 years, Mr. Kaskie has also held sales and marketing positions at G. HeilmanBrewery, Con Agra Foods Inc., Nestle, Minute Maid and Procter & Gamble.

 

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**Executive Officers**

 

Messrs. Nieder and Beckwith are executive officers anddirectors. The executive officer below does not serve on our board ofdirectors.

 

Douglas L. Evans has served as our chief financialofficer and secretary since January 2004. From August 1999 until joining us,Mr. Evans served as chief financial officer of Raveneaux Limited, Houston,Texas, a privately owned golf course development and management company. Priorto that time, Mr. Evans served from June 1997 to August 1999, and from November1993 to June 1996, as director of finance of the food-related operations ofJeltex Holdings, Inc., a holding company owned by our principal stockholder.Mr. Evans served from June 1996 to June 1997 as controller of InsightEnterprises, Phoenix, Arizona, a publicly held direct marketing company. Mr.Evans formerly practiced as a certified public accountant for four years withKPMG. Mr. Evans is a member of the AICPA.

 

**Board and CommitteeInformation**

 

The board of directors held four meetings during 2004.All directors then serving attended at least 75% of the total number ofmeetings held by the board of directors and by the committees of the board ofdirectors on which they then served.

 

Our non-management directors meet in an executivesession at least once per year and rotate serving as the presiding director foreach executive session. In addition, we intend to hold an executive sessionincluding only our independent directors at least once a year. We encourage,but do not require, our board members to attend our annual meetings ofstockholders.

 

Our board of directors has established three standingcommittees. The standing committees consist of an Audit Committee, aCompensation Committee and a Nominating Committee. The standing committees,except for the Nominating Committee, are comprised entirely of ournon-management directors as provided in the table below.

 

| **Board Member**         | ** ** | **Audit** | ** ** | **Compensation** | ** ** | **Nominating** | ** ** |
|--------------------------|------------|-----------|------------|------------------|------------|----------------|------------|
| Jeffrey R.  Nieder       |       |      |       |             |       | X              |       |
| Robert A.  Beckwith, Jr. |       |      |       |             |       | X              |       |
| Gerald J. Laber          |       | X         |       | X                |       |           |       |
| Michael R.  Kaskie       |       | X         |       | X                |       |           |       |
| Meetings Held in  2004   |       | 4         |       | 1                |       | 1              |       |

 

The functions performed by each of the committees arebriefly described below:

 

**Audit Committee**

 

The primary functions of the Audit Committee are toassist the board of directors’ oversight of the integrity of the Company’sfinancial statements, the Company’s compliance with legal and regulatoryrequirements, the qualifications and independence of the registered publicaccounting firm engaged to be the independent auditor of the Company, theperformance of the Company’s internal audit function and the independentauditor, and to prepare the report required to be included in our annualmeeting proxy statements. The Audit Committee operates under an Audit CommitteeCharter, adopted by our board of directors, a copy of which was filed as anexhibit to our registration statement that is on file with the Securities andExchange Commission.

 

Each of the two individuals serving on our AuditCommittee satisfies the standards for independence of Nasdaq and the SEC asthey relate to audit committees. Our board of directors believes each of themembers of the Audit Committee is financially literate and that Mr. Gerald J.Laber qualifies as an “audit committee financial expert” within the meaning ofthe rules and regulations of the SEC.

 

**Compensation Committee**

 

The Compensation Committee is responsible forreviewing and making recommendations to the board of directors regardingcompensation of the Company’s directors and executive officers andadministering and implementing the Company’s incentive compensation plans andequity-based plans. The Compensation Committee’s duties and responsibilitiesinclude reviewing and approving corporate goals and objectives relevant to thecompensation of the Company’s Chief Executive, Chief Marketing and ChiefFinancial Officers, evaluating their performance in light of such goals and objectives,and as a committee, determining and approving the Chief Executive, ChiefMarketing Officer and Chief Financial Officers’ compensation levels based onsuch evaluation.

 

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The Compensation Committee operates under aCompensation Committee Charter, adopted by our board of directors, a copy ofwhich was filed as an exhibit to our registration statement on Form SB-2 thatis on file with the SEC.

 

**Nominating Committee**

 

Our Nominating Committee was established to identifyqualified nominees for our board of directors, to develop and recommend to ourboard of directors a set of corporate governance principles to assist the boardof directors in fulfilling its corporate governance responsibilities and to overseean annual evaluation of the board of directors and our management. Thiscommittee has the ability to consider nominees recommended by stockholders andother interested parties. Because we are a controlled company, however, thecommittee does not have a formal policy with regard to the submission orconsideration of director candidates recommended by stockholders.

 

The committee operates under the Nominating CommitteeCharter, adopted by our board of directors, a copy of which was filed by us asan exhibit to our registration statement on Form SB-2 that is on file with theSEC. The charter of the committee sets forth certain criteria for thenominating committee to consider in evaluating potential director nominees. Inconsidering potential director nominees, the committee selects individuals whodemonstrate the highest personal and professional integrity; who havedemonstrated exceptional ability and judgment and who are expected to be mosteffective, in conjunction with the other members of the board of directors, incollectively serving the long-term interests of the Company and ourstockholders.

 

The committee identifies director candidates based oninput provided by a number of sources, including members of the committee,other directors, our stockholders, our Chief Executive, Chief Marketing andChief Financial Officers and third parties. The committee also has theauthority to consult with or retain advisors or search firms to assist in theidentification of qualified director candidates. As part of the identificationprocess, the committee takes into account each nominee’s skills, knowledge,perspective, broad business judgment and leadership, relevant industryknowledge, business creativity and vision, experience, age and diversity, allin the context of the perceived needs of the board of directors at that time.Incumbent directors who are being considered for re-nomination are re-evaluatedbased on their performance as directors, as well as to ensure that theycontinue to meet the required qualifications.

 

**Item 10. Executive Compensation**

 

We were formed in February 2003. The following tableshows the cash compensation and certain other compensation paid or accrued byus for our Chief Executive Officer and our other most highly compensatedexecutive officers whose salary exceeded $100,000 for the year ended December31, 2004. We refer to these officers as our named executive officers. The tablealso reflects compensation paid by Stokes Ellis Foods to Mr. Nieder in the yearended December 31, 2002, during which time Mr. Nieder served as the chiefoperating officer and chief financial officer of Stokes Ellis Foods.

 

**Summary Compensation Table**

 

| ** **                                         | ** ** | **Annual Compensation** | ** ** | **All Other** | ** ** |
|----------------------------------------------------|------------|-------------------------|------------|---------------|------------|
| **Name and Principal Position**                    | ** ** | **Year**                | ** ** | **Salary**    | ** ** | **Bonus** | ** ** | **Compensation($)** | ** ** |
| Jeffrey R.  Nieder, Chief Executive Officer        |       | 2004                    |       | $             | 180,000    |   | $ | — |   | $ | — |   |
|                                               |       | 2003                    |       | 155,000       |       | — |   | — |   |
|                                               |       | 2002                    |       | 129,450       |       | 10,000 |   | — |   |
| Robert A.  Beckwith, Jr., Chief Marketing Officer  |       | 2004                    |       | $             | 165,000    |   | $ | — |   | $ | — |   |
|                                               |       | 2003                    |       | 140,000       |       | — |   | — |   |
| Douglas L.  Evans, Chief Financial Officer         |       | 2004                    |       | $             | 100,833    |   | $ | — |   | $ | — |   |
| J. Michael  Miller, former chief executive officer |       | 2003                    |       | $             | 204,164    |   | $ | — |   | $ | — |   |

 

**AggregatedOption Grants or Exercises in Last Fiscal Year andFiscal Year-end Option Values**

 

During the year ended December 31, 2004, none of ournamed executive officers were granted or held any stock options, stockappreciation rights, restricted stock, or any other form of equity incentivecompensation. The only options granted during the year ended December 31, 2003were two grants, each covering 40,000 shares of common stock, made to our twoindependent directors, Messrs. Laber and Kaskie, on their joining our board ofdirectors. These options vest as described beneath “Executive Compensation — Compensationof Directors.”

 

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**Equity Compensation PlanInformation**

 

The following table sets out, as of December 31, 2004,the number of shares of our common stock to be issued upon exercise ofoutstanding options, the weighted average exercise price of outstandingoptions, and the number of securities available for future issuance under ourequity compensation plans.

 
| **Plan Category**                                                        | ** ** | **Number of securities  to be issued upon  exercise of  outstanding options,  warrants and rights** | ** ** | **Weighted-average exercise  price of outstanding  options, warrants and  rights** | ** ** | **Number of securities remaining  available for future issuance under  equity compensation plans  (excluding securities reflected in  column (a))** | ** ** |
|--------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                               | ** ** | **(a)**                                                                                             | ** ** | **(b)**                                                                            | ** ** | **(c)**                                                                                                                                             | ** ** |
| Equity  compensation plans approved by security holders (Directors Plan) |       | 80,000                                                                                              |       | $                                                                                  | 4.25       |                                                                                                                                                | 70,000     |   |
| Incentive Plan                                                           |       | —                                                                                              |       | —                                                                             |       | 500,000                                                                                                                                             |       |
| Total                                                                    |       | 80,000                                                                                              |       | $                                                                                  | 4.25       |                                                                                                                                                | 570,000    |   |

 

**Employment Agreements andTermination of Employment and Change-in-control Arrangements**

 

We have entered into employment agreements withMessrs. Nieder, Beckwith and Evans, pursuant to which Mr. Nieder serves as ourChief Executive Officer and as President of Stokes Canning Company, Mr.Beckwith serves as our Chief Marketing Officer and Mr. Evans serves as our ChiefFinancial Officer and Secretary. The term of the agreements is three years andprovides for a base annual salary of $180,000, $165,000 and $110,000,respectively, for each of Messrs. Nieder, Beckwith and Evans, subject tosubsequent annual adjustment. Each employee is also eligible to receive a cashbonus each year based on performance and attainment of earnings objectives setby our board of directors.

 

If we terminate either Mr. Nieder’s, Mr. Beckwith’s orMr. Evans’ employment without cause, such employee is entitled to severancepayments equal to six months’ salary and health and life insurance benefits for12 months from the date of the termination of his employment. If we terminateemployment, or if the employee resigns for good reason, within 3 months priorto, or one year after, a non-negotiated change of control of the Company, suchemployee is entitled to receive severance payments equal to: (i) the actualbonus, pro-rated to the date of termination, he would have received in respectof the fiscal year in which the termination occurs, and (ii) 2.99 times hisannual base salary and health and life insurance benefits for 30 months. Eachemployee is also subject to a noncompete agreement under which he agrees not tocompete with us or Hoopeston or solicit or hire certain of our employees duringthe term of his employment agreement and for one year thereafter.

 

**Compensation Policies**

 

GENERAL. Our compensation policies are intended tocreate value for our stockholders through long-term growth in sales andearnings. The total compensation package, consisting of a base salary, annualincentive opportunity, and benefits is designed to attract, motivate and retainquality executives needed to successfully lead and manage the Company. Thecompensation program intentionally ties a portion of the executives’ totalcompensation to positive company performance and the creation of stockholdervalue.

 

The Compensation Committee does not exclusively usequantitative methods or mathematical formulas in setting any element ofcompensation. In determining each component of compensation, the CompensationCommittee considers all elements of executive officers’ total compensationpackage, including insurance and other benefits.

 

BASE SALARIES. Base salaries are targeted at mediancompetitive levels for similar-sized companies in the branded food industry andare adjusted to recognize varying levels of responsibility, individualperformance, business performance and internal fairness issues. Base salariesare reviewed annually and any increases are approved by taking into account theCompany’s actual financial performance, the executive officer’s performance inmeeting company goals, and competitive salary data available for other publiclytraded companies in our industry. The Compensation Committee does not assign apredetermined specific weight to these items.

 

ANNUAL AND LONG TERM INCENTIVES. Any annual incentivecompensation paid to our executive officers is variable and depends 100% on theCompany’s performance. Each of our named executive officers will be eligiblefor bonuses in accordance with their respective employment agreements. Bonusesare based on the Company’s actual financial performance in relation topredetermined objectives and individual performance for the year then ended.

 

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The 2004 Stock Incentive Plan allows the CompensationCommittee to grant options to our executive officers as part of their totalcompensation packages. These incentives are designed to motivate and rewardexecutives with a proprietary interest in the Company for maximizingstockholder value and encourage the long-term employment of key employees.

 

**Chief Executive OfficerCompensation**

 

Mr. Nieder’s annual base salary for the year endedDecember 31, 2004 was $180,000.  For theyear ended December 31, 2004, Mr. Nieder received an annual bonus of $0. Indetermining the amounts of Mr. Nieder’s bonus, the Compensation Committeeconsidered the market presence achieved by Stokes food products in our existingand expansion markets. The Compensation Committee also considered certainfinancial targets for the year ended December 31, 2004, including EBITDA. TheCompensation Committee does not assign relative weights or rankings to thesefactors, but instead makes a subjective determination based on a considerationof all such factors.

 

**Compensation of Directors**

 

We reimburse all of our directors for reasonableout-of-pocket expenses related to attending board of director and board ofdirector committee meetings. In addition, we pay Messrs. Laber and Kaskie, eachof whom is a non-management director, a quarterly cash retainer for board ofdirector service of $1,000. Mr. Laber receives an additional annual retainer of$5,000 for serving as chairman of the audit committee, and Mr. Kaskie receivesan additional annual retainer of $2,500 for serving as chairman of thecompensation committee. Each of Messrs. Laber and Kaskie received an initialoption grant covering 40,000 shares of our common stock at the time they joinedthe board of directors. The options vested as to 10,000 shares at the time ofgrant, and vest 10,000 shares per year thereafter of continuing service. We donot intend to pay cash or equity compensation to our directors for serving onour board of directors, except as set forth above.

 

**Item 11. Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters**

 

The following table shows information with respect tobeneficial ownership of our Common Stock, as of April 15, 2005, for:

 

•                  each of ourdirectors and our executive officers listed in the summary compensation tableprovided below, who we refer to as our named executive officers;

 

•                  all of ourdirectors and named executive officers as a group; and

 

•                  each personknown by us, based upon our review of documents filed by them with the SEC inrespect of the ownership of our shares of Common Stock, to beneficially ownfive percent or more of either class of our Common Stock.

 

We have calculated the percentage of beneficialownership based on 5,177,700 shares of common stock and 2,000,000 shares ofSeries A preferred stock outstanding as of the close of business on April 15,2005.

 

| ** **                                                            | ** ** | **Common Stock**                                                       | ** ** | **Series A Preferred Stock** | ** ** |
|-----------------------------------------------------------------------|------------|------------------------------------------------------------------------|------------|------------------------------|------------|
| **Name  of Beneficial Owner**                                         | ** ** | **Amount  and********Nature of********Beneficial********Ownership(1)** | ** ** | **Percent********of Class**  | ** ** | **Amount  and********Nature of********Beneficial********Ownership** | ** ** | **Percent********of Class** | ** ** | **Percent********of********Voting********Power(2)** | ** ** |
| **Directors**                                                         |       |                                                                   |       |                         |       |   |   |   |   |   |   |
| Jeffrey R.  Nieder                                                    |       | 500,000                                                                |       | 9.7                          | %          | — |   | — |   | 7.0 | % |
| Robert A.  Beckwith, Jr.                                              |       | 350,000                                                                |       | 6.8                          | %          | — |   | — |   | 4.9 | % |
| Gerald J.  Laber(3)                                                   |       | 20,000                                                                 |       | *                            |       | — |   | — |   | * |   |
| Michael R.  Kaskie(3)                                                 |       | 20,000                                                                 |       | *                            |       | — |   | — |   | * |   |
| **Executive  Officers**                                               |       |                                                                   |       |                         |       |   |   |   |   |   |   |
| Douglas L.  Evans(4)                                                  |       | 87,700                                                                 |       | 1.7                          | %          | — |   | — |   | 1.2 | % |
| All directors  and named executive officers as a group (five persons) |       | 977,700                                                                |       | 18.9                         | %          | — |   | — |   | 13.6 | % |
| **Five  Percent Stockholders**                                        |       |                                                                   |       |                         |       |   |   |   |   |   |   |
| James E. and  Janis M. Lewis(5)(6)                                    |       | 2,150,000                                                              |       | 41.5                         | %          | 2,000,000 |   | 100 | % | 57.8 | % |

 

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*         Represents less than 1%

 

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(1)       Beneficial ownership isdetermined under the rules of the SEC and includes voting or investment powerwith respect to the securities. Unless indicated by footnote, the address foreach listed director, named executive officer and principal stockholder is10700 E. Geddes Avenue, Suite 170, Centennial, Colorado 80112. Except asindicated by footnote, the persons named in the table report having sole votingand investment power with respect to all shares of common stock and Series Apreferred stock shown as beneficially owned by them.

 

The number of shares of common stock and Series Apreferred stock outstanding used in calculating the percentage for each listedperson includes the shares of common stock underlying options held by thatperson that are currently exercisable or are exercisable within 60 days ofApril 15, 2005, but excludes shares of common stock underlying options held byany other person.

 

(2)       Each share of common stockhas one vote and each share of Series A preferred stock has one vote on allmatters to be voted on by stockholders. This column represents the combinedvoting power of the outstanding shares of common stock and Series A preferredstock held by such beneficial owner.

 

(3)       All of the shares shownrepresent shares subject to currently exercisable options.

 

(4)       Shares shown represent87,500 shares that are currently exercisable or are exercisable within 60 daysof April 15, 2005 and 200 shares purchased through the Company’s initial publicoffering prior to the executive becoming the Company’s Chief Financial Officer.

 

(5)       The 2,000,000 shares ofSeries A preferred stock beneficially owned by the Lewises are convertible atthe election of the Lewises into a like number of shares of common stock.

 

(6)       The address of the Lewisesis c/o Jeltex Holdings, 10700 E. Geddes Ave., Suite 180, Centennial, Colorado80112.

 

**Item 12. CertainRelationships and Related Transactions**

 

The related party transactions discussed below wereentered into at a time when we either did not have any disinterestedindependent directors on our board or we lacked sufficient disinterestedindependent directors to ratify such transactions at the time we entered intothem.

 

**The Stokes Ellis FoodsAcquisition**

 

In October 2003, we acquired Stokes Ellis Foods concurrentlywith closing of our initial public offering in consideration of issuing twomillion shares of our Series A preferred stock to James E. Lewis and Janis M.Lewis. The preferred stock has a $10.0 million stated value, liquidationpreference of $10.75 million and carries a 10% cumulative annual dividend. Eachshare of preferred stock also has one vote at all of our stockholder meetingsand is convertible at the holders’ election into one share of common stock at$5 per share.

 

Immediately before our acquisition of Stokes EllisFoods, James E. Lewis and Janis M. Lewis were the sole stockholders of StokesEllis Foods. Following our initial public offering, Mr. Lewis controlledapproximately 42% of our common stock and the Lewises collectively votedapproximately 58.2% of our capital stock. The terms of the Stokes Ellis Foodsacquisition were approved by Mr. Beckwith, with Mr. Nieder abstaining, as hewas then also employed as an officer of Stokes Ellis Foods. Mr. Nieder alsoserves as a part-time chief financial officer of Sucasa Produce Partnership, afresh produce brokerage firm formerly partially owned by Mr. Lewis. Theserelationships, Mr. Lewis’ ownership of 42% of our common stock at the time weacquire Stokes Ellis Foods and the Lewises control of 58.2% of the voting powerof our outstanding capital stock mean that our acquisition of Stokes EllisFoods was not considered to be on an arm’s length basis. Although Mr. Lewis wasnot a member of our board, he had a controlling interest in the Company at thetime we agreed to acquire Stokes Ellis Foods that may have influenced our board’sdeliberations. Mr. Lewis did not participate in or observe the board meetingsat which our board adopted resolutions authorizing the Stokes Ellis Foodsacquisition and the issuance of the preferred stock to the Lewises.

 

As of December 31, 2003, we had a related partypayable totaling $365,394. This payable represents earnings of Stokes EllisFoods from January 1, 2003 through October 29, 2003 which are to be distributedto the Lewises. Such distribution was made because Stokes Ellis Foods and itssubsidiaries were Subchapter S corporations until the merger of Stokes EllisFoods into Centennial. The source of

 

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funds for this distribution is the income generated byStokes Ellis Foods from operations from January 1, 2003 until Stokes EllisFoods merged into us.

 

We did not obtain a valuation or fairness opinionconcerning the acquisition of Stokes Ellis Foods prior to our merger withStokes Ellis Foods. Our board of directors primarily considered the assets onthe balance sheet of Stokes Ellis Foods, the value of the Stokes and Ellisbrands, the customers and the value of the real estate and production equipmentowned by Stokes Ellis Foods when setting a price for the acquisition. The boardalso considered the fact that the Lewises agreed to take the preferred stockwithout a put right, without a mandatory redemption obligation on our part, andwithout any kind of sinking fund requirement, the fact that no proceeds will beused to redeem the preferred stock, the dividend to be received by the Lewises,and the liabilities we would assume as a result of the acquisition. The factthat we did not receive a valuation or fairness opinion concerning the purchasemay mean that an independent third party could have acquired Stokes Ellis Foodsfor a lesser price than we paid. However, the Lewises have advised us that anysale of Stokes Ellis Foods to an independent third party would have to havebeen an all-cash transaction or a tax-free exchange for publicly traded equitysecurities, as they were unwilling to extend the same terms under which wepurchased Stokes Ellis Foods to an independent third party.

 

The terms of the preferred stock we issued to theLewises provides that on their request, the board of directors of the Companywill be expanded to create one vacancy on the board of directors and thedirectors of the Company will vote to cause to be elected to our board ofdirectors a nominee designated by the Lewises. These rights will terminate whenthe preferred stock is no longer outstanding. The terms of the preferred stockwe issued to the Lewises contain customary indemnification and contributionprovisions and also allow the Lewises to observe our board meetings or todesignate an observer to attend such meetings.

 

**Sales of Common Stock**

 

Our executive officers, Jeffrey R. Nieder, Robert A.Beckwith, Jr., and our majority stockholder, James E. Lewis, were involved inour founding and organization and may be considered our promoters. Followingour inception, we issued 425,000 shares to Mr. Nieder, 350,000 shares to Mr.Beckwith and 2,100,000 shares to Mr. Lewis. We also issued 500,000 shares to aformer officer and director. The purchase price for these shares was a nominalamount.

 

**Other Transactions**

 

During 2003, we received advances from James E. Lewisthat totaled $0.035 million. We usedthe proceeds of these advances to fund our working capital requirements sincewe had no senior revolving credit facility at that time. We had other notesrelated to previous advances from individuals. A portion of the advances weresecured by a lien on our accounts receivable and equipment. The notes boreinterest at rates ranging from 10% to 12% per annum. The due dates of these noteswere extended to various dates from December 2003 through January 2005. InMarch 2004, we repaid the advances from Mr. Lewis and the other individuallenders using the proceeds of a new senior revolving credit facility. Theadvances from Mr. Lewis and the nine individual lenders were not repaid usingproceeds of the initial public offering.

 

A company owned by a member of senior managementprovided management and personnel services to us totaling $343,500 for the yearended December 31, 2003. The services were provided on a month-to-month basis.Subsequent to December 31, 2003, no further services were provided to us underthis relationship.

 

In September 2003, the Company and J. Michael Miller,our former chief executive officer, who was also a director, agreed that theirrelationship cease. In October 2003, we entered into a separation agreementwith this former officer. We agreed to pay six months’ severance, or $87,500,to such former officer. We and the former officer released each other from allliabilities, and the former officer also released our affiliates and certainother persons from all liabilities, in connection with his separation from us.The former officer also transferred 400,000 shares of the common stock thenowned by him at his cost (equal to $.0001 per share) to James E. Lewis. Mr.Lewis contemporaneously sold 400,000 shares of common stock at a price equal tothe par value of $.0001 per share to three non-affiliated persons and JeffreyR. Nieder. Mr. Nieder’s portion of the shares purchased was 75,000 shares.

 

**Future Transactions**

 

All future material transactions, including loans tous from any officer, director or 5% or greater stockholder, will be made onterms that are no less favorable to us than those that could be obtained from unaffiliatedthird parties, and will be approved by our audit committee or a majority of theindependent, disinterested members of our board who have access, at ourexpense, to our counsel or independent legal counsel. We are prohibited frommaking loans to our officers or directors.

 

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All future material affiliated transactions and loansmust be approved by a majority of our independent directors who do not have aninterest in the transactions and who have access, at our expense, to our orother independent legal counsel. We will maintain at least two independentdirectors on our board of directors, and in the event there are only two suchindependent directors, both independent directors must be disinterested in andapprove loans, loan guarantees, forgiveness of loans and other materialaffiliated transactions involving our officers, directors, or other affiliatedpersons.

 

**Employment Agreements**

 

We have entered into employment agreements with eachof our named executive officers. For the details of these agreements, pleasesee “Executive Compensation—Employment Contracts and Termination of Employmentand Change-In-Control Arrangements” above.

 

**Item 13. Exhibits**

 

| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                            |
|-----------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1.4*          |       | Form of Indemnification Agreement, effective at the  closing of the purchase of Stokes Ellis Foods, by and among James E. Lewis,  Janis M. Lewis and Centennial Specialty Foods Corporation.               |
| 2.1.6*          |       | Merger Agreement, to be effective at the closing of the  acquisition of Stokes Ellis Foods, by and between Stokes Ellis Foods, James  E. Lewis, Janis M. Lewis and Centennial Specialty Foods Corporation. |
| 3.1*            |       | Certificate of Incorporation of Centennial Specialty Foods  Corporation.                                                                                                                                   |
| 3.2*            |       | Bylaws of Centennial Specialty Foods Corporation.                                                                                                                                                          |
| 3.3*            |       | Amended and Restated Certificate of Incorporation of  Centennial Specialty Foods Corporation, as filed with the Delaware Secretary  of State on October 22, 2003.                                          |
| 3.4*            |       | Certificate of Merger of Stokes Ellis Foods and Centennial  Specialty Foods Corporation, as survivor, as filed with the Delaware  Secretary of State on November 3, 2003.                                  |
| 4.1*            |       | Specimen certificate for shares of Common Stock, $0.0001  par value per share, of Centennial Specialty Foods Corporation.                                                                                  |
| 4.2*            |       | Form of Warrant for the purchase of Common Stock issued to  J.P. Turner & Company, L.L.C. on completion of the initial public  offering.                                                               |
| 4.3*            |       | Form of Lock-Up Agreement between J.P. Turner &  Company, L.L.C. and the officers, directors and 5% or more stockholders of  Centennial Specialty Foods Corporation.                                   |
| 10.1*           |       | Lease Agreement, dated January 26, 2001, by and between  Hoopeston Foods Denver Corp. and Stokes Canning Company.                                                                                          |
| 10.1.1*         |       | Schedules to Lease Agreement.                                                                                                                                                                              |
| 10.2*           |       | Equipment Lease, dated January 26, 2001, by and between  Hoopeston Foods Denver Corp. and Stokes Canning Company.                                                                                          |
| 10.2.1*         |       | Schedules to Equipment Lease.                                                                                                                                                                              |
| 10.3*           |       | Exclusive License Agreement, dated January 26, 2001, by  and between Hoopeston Foods Denver Corp. and Stokes Canning Company.                                                                              |
| 10.4*@          |       | Co-Pack and Warehousing Agreement, dated January 26, 2001,  by and between Hoopeston Foods Denver Corp. and Stokes Canning Company.                                                                        |
| 10.4.1*@        |       | Schedules and Exhibits to Co-Pack and Warehousing  Agreement.                                                                                                                                              |
| 10.5*@          |       | Lease Override Agreement, dated January 26, 2001, by and  between Hoopeston Foods Denver Corp. and Stokes Canning Company.                                                                                 |
| 10.6*           |       | EBITDA Committee Agreement, dated January 26, 2001, by and  between Hoopeston Foods Denver Corp. and Stokes Canning Company.                                                                               |
| 10.6.1*@        |       | Schedules to EBITDA Committee Agreement                                                                                                                                                                    |
| 10.7*           |       | Amendment Agreement, dated March 15, 2004, by and between  Hoopeston Foods Denver Corp. and Stokes Canning Company.                                                                                        |
| 10.7.1*         |       | Hoopeston Foods Denver Corp. subordinated note.                                                                                                                                                            |
| 10.7.2*         |       | Subordination, Attornment and Non-Disturbance Agreement  between Hoopeston Foods Denver Corp., Stokes Canning Company and Heartland  Bank.                                                                 |
| 10.9*+          |       | Employment Agreement, effective March 1, 2003, by and  between Centennial Specialty Foods Corporation and Jeffrey R. Nieder.                                                                               |

 

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| 10.10*+  |   | Employment Agreement, effective March 1, 2003, by and  between Centennial Specialty Foods Corporation and Robert A. Beckwith.                                                                                       |
|----------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.11*   |   | Form of Escrow Agreement among Centennial Specialty Foods  Corporation, the officers and directors of Centennial Specialty Foods Corporation,  J.P. Turner & Company, L.L.C. and Corporate Stock Transfer, Inc. |
| 10.12*   |   | Lease Agreement, dated February 1, 2003, by and between HQ  Global Workplaces and Centennial Specialty Foods Corporation.                                                                                           |
| 10.13*   |   | Charter of our Audit Committee.                                                                                                                                                                                     |
| 10.14*   |   | Charter of our Nominating Committee.                                                                                                                                                                                |
| 10.15*   |   | Charter of our Compensation Committee.                                                                                                                                                                              |
| 10.16*   |   | Charter of our Disclosure Committee.                                                                                                                                                                                |
| 10.17*   |   | Form of Director and Officer Indemnification Agreement.                                                                                                                                                             |
| 10.18*+  |   | 2003 Non-Employee Directors’ Stock Option Plan.                                                                                                                                                                |
| 10.19*   |   | Professional Services Agreement, dated August 28, 2003, by  and between Centennial Specialty Foods Corporation and Sterling Rice Group,  Inc.                                                                       |
| 10.20.3* |   | Loan and Security Agreement, dated March 15, 2004, by and  between Heartland Bank, Centennial Specialty Foods Corporation and Stokes  Canning Company                                                               |
| 10.21*   |   | Separation Agreement dated effective September 18, 2003 by  and between J. Michael Miller and Centennial Specialty Foods Corporation.                                                                               |
| 10.22*   |   | Form of Promotional Share Escrow Agreement by and among the  officers and certain stockholders of Centennial Specialty Foods Corporation  and Centennial Specialty Foods Corporation.                               |
| 10.23*+  |   | 2004 Stock Incentive Plan                                                                                                                                                                                           |
| 10.24*   |   | Amendment No. 1 to Loan and Security Agreement                                                                                                                                                                      |
| 10.25*   |   | Amendment No. 2 to Loan and Security Agreement                                                                                                                                                                      |
| 10.26+*  |   | Employment Agreement, effective February 28, 2005, by and  between Centennial Specialty Foods Corporation and Douglas L. Evans.                                                                                     |
| 11.1     |   | Statement Re: Computation of per Share Earnings (see  financial statements)                                                                                                                                         |
| 31.1#    |   | Rule 13a-14(a) Certification of Chief Executive Officer of  Centennial Specialty Foods Corporation.                                                                                                                 |
| 31.2#    |   | Rule 13a-14(a) Certification of Chief Financial Officer of  Centennial Specialty Foods Corporation.                                                                                                                 |
| 32.1*    |   | Section 1350 Certification                                                                                                                                                                                          |
| 32.2*    |   | Section 1350 Certification                                                                                                                                                                                          |
| 99.1*    |   | Code of Ethics of Centennial Specialty Foods Corporation.                                                                                                                                                           |

 

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| #      |   | Filed herewith                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| *      |   | Previously filed.                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| +      |   | Identifies each management contract or compensatory  plan or arrangement                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                  |
| @      |   | Certain confidential portions of this Exhibit were  omitted by means of redacting a portion of the text (the “Omitted Text”). The  full text of this Exhibit will be filed separately with the Secretary of the  Commission with the Omitted Text pursuant to the Registrant’s Application  Requesting Confidential Treatment under Rule 406 under the Securities Act. |

 

**Item 14. Principal Accountant Feesand Services.**

 

Ehrhardt Keefe Steiner & Hottman PC, or EKS&H,served as our independent auditors for the fiscal year ended December 31, 2004and has been selected to serve as our independent auditors for the currentfiscal year. For the year ended December 31, 2004, we incurred fees forservices from EKS&H as discussed below.

 

•                  Audit Fees. Theaggregate fees billed for professional services rendered by EKS&H for theaudit of our annual financial statements included in our Form 10-KSB, thereview of the financial statements included in our Forms 10-QSB and servicesprovided in connection with regulatory filings were approximately $72,500 for theyear ended December 31, 2004.

 

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•                  Audit-RelatedFees. The aggregate fees billed for professional services rendered by EKS&Hfor assurances and related services that are reasonably related to theperformance of the audit or review of our financial statements wereapproximately $0 for the year ended December 31, 2004.

 

•                  Tax Fees. Theaggregate fees billed for professional services rendered by EKS&H relatedto federal and state tax compliance, tax advice and tax planning were approximately$3,500 for the year ended December 31, 2004. All of these services arepermitted non-audit services.

 

•                  All Other Fees.No fees were billed for other services rendered by EKS&H for the year endedDecember 31, 2004.

 

**Audit Committee Pre-approvalPolicy**

 

The Audit Committee pre-approves all audit andpermissible non-audit services provided by the independent auditors on acase-by-case basis. These services may include audit services, audit-relatedservices, tax services and other services. Our Chief Financial Officer isresponsible for presenting the Audit Committee with an overview of all proposedaudit, audit-related, tax or other non-audit services to be performed by theindependent auditors. The presentation must be in sufficient detail to define clearlythe services to be performed. The Audit Committee does not delegate itsresponsibilities to pre-approve services performed by the independent auditorto management or to an individual member of the Audit Committee.

 

11

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**SIGNATURES**

 

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

 
|        | **CENTENNIAL SPECIALTY FOODS  CORPORATION** |
|-------------|---------------------------------------------|
|        |                                        |   |
| May 2, 2005 | By:                                         | /s/ JEFFREY R. NIEDER |   |
|        |                                        | Jeffrey R. Nieder |
|        |                                        | Chief Executive Officer |
|        |                                        |   |
|        | **CENTENNIAL SPECIALTY FOODS  CORPORATION** |
|        |                                        |   |
| May 2, 2005 | By:                                         | /s/ DOUGLAS L. EVANS |   |
|        |                                        | Douglas L. Evans |
|        |                                        | Chief Financial Officer |

 

In accordance with theExchange Act, this report has been signed on behalf of the registrant and inthe capacities and on the dates indicated.

 
|        |   |                        |
|-------------|--------|-----------------------------|
| May 2, 2005 | By:    | /s/ ROBERT A. BECKWITH, JR. |   |
|        |   | Robert A. Beckwith, Jr.     |
|        |   | Director                    |
|        |   |                        |
| May 2, 2005 | By:    | /s/ MICHAEL R. KASKIE       |   |
|        |   | Michael R. Kaskie           |
|        |   | Director                    |
|        |   |                        |
| May 2, 2005 | By:    | /s/ GERALD J. LABER         |   |
|        |   | Gerald J. Laber             |
|        |   | Director                    |
|        |   |                        |
| May 2, 2005 | By:    | /s/ JEFFREY R. NIEDER       |   |
|        |   | Jeffrey R. Nieder           |
|        |   | Director                    |

 

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