UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: October 28, 2005
                        (Date of earliest event reported)
                          ----------------------------

                      CENTURY PACIFIC FINANCIAL CORPORATION
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

            0-16075                                      86-0449546
    (Commission File Number)                  (IRS Employer Identification No.)

                         936A Beachland Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544
                             (Registrant's telephone
                          number, including area code)


                                       n/a
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
      CFR 240.14a-12(b))

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

         Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
Century Pacific Financial Corporation ("Century"), Versatile Entertainment, Inc.
("Versatile") and Bella Rose, LLC ("Bella Rose") (collectively, Century,
Versatile and Bella Rose are referred to herein as the "Companies") to be
materially different from future results, performance or achievements expressed
or implied by any forward-looking statements. Forward-looking statements, which
involve assumptions and describe future plans, strategies and expectations of
the Companies, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology. Forward-looking statements are based on assumptions that may be
incorrect, and there can be no assurance that any projections or other
expectations included in any forward-looking statements will come to pass. The
actual results of the Companies could differ materially from those expressed or
implied by the forward-looking statements as a result of various factors. Except
as required by applicable laws, Century undertakes no obligation to update
publicly any forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.

Item 1.01  Entry into a Material Definitive Agreement.

         On October 28, 2005, Century Pacific Financial Corporation, a Delaware
corporation ("Century"), entered into an exchange agreement ("Exchange
Agreement") with Versatile Entertainment, Inc., a California corporation
("Versatile"), the stockholders of Versatile ("Stockholders"), Bella Rose, LLC,
a California limited liability company ("Bella Rose") and the members of Bella
Rose ("Members").

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

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

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


                                       2
<PAGE>

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

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

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

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

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


                                       3
<PAGE>

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

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

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

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

         In connection with the Reverse Split, Century's board of directors may,
in its discretion, provide special treatment to certain Century stockholders to
preserve round lot holders (i.e., holders owning at least 100 shares) after the
Reverse Split. In the event Century's board determines to provide such special
treatment, Century stockholders holding 925 or fewer shares of common stock but
at least 100 shares of common stock will receive 100 shares of common stock
after the Reverse Split, and persons holding less than 100 shares of common
stock would not be affected. The terms and conditions of special treatment
afforded to Century stockholders to preserve round lot stockholders, if any,
including the record dates for determining which stockholders may be eligible
for such special treatment, will be established in the discretion of Century's
board of directors.


                                       4
<PAGE>

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

         Additional information concerning Daniel S. Guez and other significant
stockholders of Century immediately following the Exchange will be included in
the Schedule 14(f)-1 Notice to Stockholders which will be filed with the SEC and
mailed to stockholders at least ten (10) days prior to the Closing of the
Exchange.

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

         Century, Versatile and Bella Rose have each agreed to continue to
operate their business in the ordinary course prior to the Exchange. In
addition, Century is able to pursue the Capital Raise, subject to the approval
of the terms and conditions thereof by the board of Century promptly following
the Closing of the Exchange.

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


                                       5
<PAGE>

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

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

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

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

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

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


                                       6
<PAGE>

         Kevin R. Keating is the father of the principal member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KRM Fund,
which is the current majority stockholder of Century, and Keating Securities,
LLC, the registered broker-dealer affiliate of Keating Investments, LLC. Kevin
R. Keating is not affiliated with and has no equity interest in Keating
Investments, LLC, KRM Fund or Keating Securities, LLC and disclaims any
beneficial interest in the shares of Century's common stock owned by KRM Fund.
Similarly, Keating Investments, LLC, KRM Fund and Keating Securities, LLC
disclaim any beneficial interest in the shares of Century's common stock
currently owned by Kevin R. Keating.

Business of Century

         Century is currently a shell company with nominal assets whose sole
business has been to identify, evaluate and investigate various companies with
the intent that, if such investigation warrants, a reverse merger transaction be
negotiated and completed pursuant to which Century would acquire a target
company with an operating business with the intent of continuing the acquired
company's business as a publicly held entity.

Business of Versatile and Bella Rose

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

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

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

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


                                       7
<PAGE>

Item 9.01  Financial Statements and Exhibits.

      (a)   Financial statements of business acquired. None.

      (b)   Pro forma financial information. None.

      (c)   Exhibits.

      2.1   Exchange Agreement by and between Century, Versatile, the
            stockholders of Versatile , Bella Rose and the members of Bella Rose
            dated October 28, 2005.


                                       8
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Century Corporation has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                               Century Corporation


Date:  November 1, 2005        By: /s/ Kevin R. Keating
                                   ---------------------------------------------
                                   Kevin R. Keating, President and Sole Director


                                       9
<PAGE>

                                  EXHIBIT INDEX


Exhibit Number                          Description of Exhibit
--------------                          ----------------------


        2.1           Exchange Agreement by and between Century, Versatile, the
                      stockholders of Versatile, Bella Rose and the members of
                      Bella Rose dated October 28, 2005.



                                       10
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: October 28, 2005
                        (Date of earliest event reported)
                          ----------------------------

                      CENTURY PACIFIC FINANCIAL CORPORATION
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

            0-16075                                      86-0449546
    (Commission File Number)                  (IRS Employer Identification No.)

                         936A Beachland Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544
                             (Registrant's telephone
                          number, including area code)

                                       n/a
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
      CFR 240.14a-12(b))

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

         Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
Century Pacific Financial Corporation ("Century"), Versatile Entertainment, Inc.
("Versatile") and Bella Rose, LLC ("Bella Rose") (collectively, Century,
Versatile and Bella Rose are referred to herein as the "Companies") to be
materially different from future results, performance or achievements expressed
or implied by any forward-looking statements. Forward-looking statements, which
involve assumptions and describe future plans, strategies and expectations of
the Companies, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology. Forward-looking statements are based on assumptions that may be
incorrect, and there can be no assurance that any projections or other
expectations included in any forward-looking statements will come to pass. The
actual results of the Companies could differ materially from those expressed or
implied by the forward-looking statements as a result of various factors. Except
as required by applicable laws, Century undertakes no obligation to update
publicly any forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.

Item 1.01  Entry into a Material Definitive Agreement.

         On October 28, 2005, Century Pacific Financial Corporation, a Delaware
corporation ("Century"), entered into an exchange agreement ("Exchange
Agreement") with Versatile Entertainment, Inc., a California corporation
("Versatile"), the stockholders of Versatile ("Stockholders"), Bella Rose, LLC,
a California limited liability company ("Bella Rose") and the members of Bella
Rose ("Members").

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

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

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

                                       2
The consummation of the Exchange is contingent on a minimum of
$4,500,000 being subscribed for, and funded into escrow, by certain accredited
and institutional investors ("Investors") for the purchase of shares of
Preferred Stock directly from Century promptly after the closing of the Exchange
under terms and conditions approved by Century's board of directors immediately
following the Exchange ("Capital Raise"). The closing of the Capital Raise will
be contingent on the closing of the Exchange.

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

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

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

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

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

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

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

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

         In connection with the Reverse Split, Century's board of directors may,
in its discretion, provide special treatment to certain Century stockholders to
preserve round lot holders (i.e., holders owning at least 100 shares) after the
Reverse Split. In the event Century's board determines to provide such special
treatment, Century stockholders holding 925 or fewer shares of common stock but
at least 100 shares of common stock will receive 100 shares of common stock
after the Reverse Split, and persons holding less than 100 shares of common
stock would not be affected. The terms and conditions of special treatment
afforded to Century stockholders to preserve round lot stockholders, if any,
including the record dates for determining which stockholders may be eligible
for such special treatment, will be established in the discretion of Century's
board of directors.

                                       4
Effective as of the Closing of the Exchange transaction, and subject to
applicable regulatory requirements, including the preparation, filing and
distribution to the Century stockholders of a Schedule 14(f)-1 Notice to
Stockholders at least ten (10) days prior to Closing, Kevin R. Keating,
Century's current sole officer and director will continue as a member of
Century's board and will appoint Daniel S. Guez, the current CEO of Versatile
and majority Member of Bella Rose, and Dean Oakey. As a condition to the Closing
of the Exchange transaction, Keating Reverse Merger Fund, LLC ("KRM Fund"),
Century's current controlling stockholder, and Stockholders and Members holding
a majority of the Preferred Stock received in the Exchange transaction, will
agree to vote their shares of Century's voting securities: (i) to elect one
member to Century's board to be designated by KRM Fund (the "KRM Fund
Designate") for a period of one year following the Closing and to vote for such
other persons that may be designated by Daniel S. Guez to fill any vacant
position on the board of directors (other than KRM Fund Designate), and (ii) to
approve the Reverse Split, the adoption of a stock incentive plan, and the
change of Century's corporate name (collectively, the "Actions").

         Additional information concerning Daniel S. Guez and other significant
stockholders of Century immediately following the Exchange will be included in
the Schedule 14(f)-1 Notice to Stockholders which will be filed with the SEC and
mailed to stockholders at least ten (10) days prior to the Closing of the
Exchange.

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

         Century, Versatile and Bella Rose have each agreed to continue to
operate their business in the ordinary course prior to the Exchange. In
addition, Century is able to pursue the Capital Raise, subject to the approval
of the terms and conditions thereof by the board of Century promptly following
the Closing of the Exchange.

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

                                       5
Consummation of the Exchange is conditioned upon the minimum amount of
the Capital Raise ($4,500,000) being held in escrow at the time of the
consummation of the Exchange with such funds being available for release to
Century upon the Closing of the Exchange and the approval of the terms and
conditions of the Capital Raise by Century's board after the Exchange.
Consummation of the Exchange is also contingent upon tax counsel to Versatile
and Bella Rose rendering its opinion that the transaction will not be taxable to
the holders of Interests and Versatile Shares pursuant to Section 351 of the
Internal Revenue Code. In addition to the foregoing conditions, the Exchange is
conditioned upon (i) preparation, filing and distribution to the Century
stockholders of a Schedule 14(f)-1 Notice to Stockholders, and (ii) continued
quotation of Century's common stock on the Over-the-Counter Bulletin Board.

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

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

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

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

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

                                       6
Kevin R. Keating is the father of the principal member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KRM Fund,
which is the current majority stockholder of Century, and Keating Securities,
LLC, the registered broker-dealer affiliate of Keating Investments, LLC. Kevin
R. Keating is not affiliated with and has no equity interest in Keating
Investments, LLC, KRM Fund or Keating Securities, LLC and disclaims any
beneficial interest in the shares of Century's common stock owned by KRM Fund.
Similarly, Keating Investments, LLC, KRM Fund and Keating Securities, LLC
disclaim any beneficial interest in the shares of Century's common stock
currently owned by Kevin R. Keating.

Business of Century

         Century is currently a shell company with nominal assets whose sole
business has been to identify, evaluate and investigate various companies with
the intent that, if such investigation warrants, a reverse merger transaction be
negotiated and completed pursuant to which Century would acquire a target
company with an operating business with the intent of continuing the acquired
company's business as a publicly held entity.

Business of Versatile and Bella Rose

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

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

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

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

                                       7
Item 9.01  Financial Statements and Exhibits.

      (a)   Financial statements of business acquired. None.

      (b)   Pro forma financial information. None.

      (c)   Exhibits.

      2.1   Exchange Agreement by and between Century, Versatile, the
            stockholders of Versatile , Bella Rose and the members of Bella Rose
            dated October 28, 2005.

                                       8
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Century Corporation has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                               Century Corporation

Date:  November 1, 2005        By: /s/ Kevin R. Keating
                                   ---------------------------------------------
                                   Kevin R. Keating, President and Sole Director

                                       9
EXHIBIT INDEX

Exhibit Number                          Description of Exhibit
--------------                          ----------------------

        2.1           Exchange Agreement by and between Century, Versatile, the
                      stockholders of Versatile, Bella Rose and the members of
                      Bella Rose dated October 28, 2005.

                                       10