<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One) Form 10-KSB
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2000
Commission File Number 0-25127
PRESS REALTY ADVISORS CORPORATION
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 95-4592066
--------------------------- ---------------------
(State or other jurisdiction (IRS Employer
of Incorporation or organization) Identification No.)
1939 South 3/rd/ West, Salt Lake City, Utah 84115
--------------------------------------------------------------------------------
(Address of principal executive offices)
801-994-8474
------------------------------
(Issuer's telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Common Name of Each Exchange on which Registered
National Association of Securities Dealers Securities
Registered pursuant to Section 2(g) of the Act:
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No_______
---
Indicate by check mark if disclosure of delinquent
filers pursuant to item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy
or information statements incorporated by reference
in part III of this Form 10-K. ( )
The aggregate market value of voting stock held by
non-affiliates of the Registrant as of June 30, 2000
was approximately $0
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On June 30, 2000, approximately 24,000,000 Shares of the Registrant's
Common Stock, $0.001 per value, were outstanding.
Documents Incorporated by Reference
(1) Financial Statements for June 30, 2000 and 1999
(2) Except for historical information presented, the
matters Discussed in this Form 10-K include forward-
looking statements that involve risks and uncertainties.
The Company's actual results could differ materially from
those discussed herein. Factors that Could cause or
contribute to such differences include, but are not
limited to, those discussed under the caption "Factors
That May Affect Future Results" under "Management's
Discussion and Analysis of Financial Condition and Results
of Operations" in the Company's 1999 Financial Statements,
which is incorporated by reference in this Form 10-K/
PRESS REALTY ADVISORS CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I Page
<S> <C>
Item 1. BUSINESS...................................................................................... 3
Item 2. PROPERTIES.................................................................................... 4
Item 3. LEGAL PROCEEDINGS............................................................................. 4
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................... 4
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDERS MATTERS.................................................................. 5
Item 6. SELECTED FINANCIAL DATA....................................................................... 5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................. 5
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................................................... 5
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
ON ACCOUNTING AND FINANCIAL DISCLOSURE........................................................ 5
</TABLE>
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<PAGE>
PART III
<TABLE>
<S> <C>
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................................ 5
Item 11. EXECUTIVE COMPENSATION............................................................ 7
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.................................................................. 7
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................... 7
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K............................................................. 7
SIGNATURES........................................................................ 8
</TABLE>
PART I
Item 1. Business
Introduction
Press Realty Advisors L.L.C. the companies predecessor was incorporated on
October 15, 1998 under the laws of the State of Utah. Pursuant to resolution
dated June 15, 1999, adopted by the sole remaining officer and director of
Tercero Corporation, a Nevada corporation, an agreement and plan of exchange was
entered into between Press Realty Advisors L.L.C. and Tercero by which Tercero
acquired all of the assets of Press Realty Advisors, L.L.C. subject to
existing liabilities. Further, pursuant to the exchange agreement the name of
Tercero was changed to Press Realty Advisors Corporation.
The Company
Press Realty Advisors Corporation (the "Company") is engaged in the
business of buying, developing, owning, syndicating and selling real estate as
well as providing real estate management services. The Company has been
solidifying a position in the development and marketing of real estate, and is
presently the owner of certain real estate properties set out in the business
section herein. The Company has been able to obtain funding for its operation
through private lenders or banks. The Company and its officers and directors
have and will continue to personally guarantee the loans being sought. The
Company has been able to take advantage of financing through private lenders and
banks to develop income producing properties and have been successful in selling
some of the described properties listed in the business section.
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The Companies real estate holdings will produce income to maximize
investment return. The Company only seeks secure high opportunity properties and
developments. The Company has been able to develop "build to suit" opportunities
and will continue to do so in the future. In addition, the Company has
identified what it fees are the best markets within its geographical region and
is in the process of developing what it feels are high demand type developments.
The company's executive office is at 1939 South 3/rd/ West, Salt Lake City, Utah
84115.
Item 2. Properties
The Company currently owns three (3) properties all located in the State of
Utah. They are:
(1) a one-half interest in a 37,200 sq.. ft.. office/warehouse building
currently under construction located at 1590 North 2200 West, Salt Lake City,
Utah. The Company will have its corporate offices located at this location upon
its completion. The Salt Lake office of Coldwell Banker Commercial is currently
marketing the property for lease or sale. An appraisal dated June 20, 2000
concluded that the "fee simple prospective value reaching a stabilized occupancy
rate market value, as of September, 2000, assuming June 20, 2000 market
conditions is $2,876,000.00. The cost to the Company is estimated to be
$2,360,000.00.
(2) 4.445 acres of land located directly east of the property described
above, which fronts 330 feet on I-215, a major freeway running through Salt Lake
Valley. An appraisal of the property dated September 28, 1999 gives a value
indication of $817,000.00, or approximately $4.22 per square foot. It is the
Companies intention to develop this parcel with office or office/warehouse
facilities similar to the property located above. The Companies cost was
$223,000.00.
(3) 1.82 acres of land located at 3588 South 7200 West, Salt Lake City,
Utah. An appraisal of the property dated December 29, 1998 gives a value
indication of $370,000.00 or $4.72 per square foot at that time. It is the
Companies intention to find a "build to suit" retail client for this parcel. The
Companies cost was $90,000.00.
The Company intends to seek out other real estate opportunities for
development, but the amount of the acquisitions by the Company will depend on
its ability to raise additional capital for its operations. The Company is in
negotiations with both commercial and private investors to obtain additional
working capital, but nothing has been finalized at this point, and there can be
no assurance that the Company will be able to raise additional financing or that
if it can, that it will be at an economically reasonable rate.
Item 3. Legal Proceedings
There are no legal proceeding known or pending against the registrant.
Item 4. Submission of Matters to A vote of Security Holders
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e. The exchange agreement to acquire Press Realty Advisors L.L.C. was
submitted to the security holders of both companies in July of 1999 pursuant to
the exchange agreement for ratification. This was submitted and approved.
f. To elect and ratify the Board of Directors
Date and type of meeting. July 5, 1999. Special stockholders meeting
to elect the new Board of Directors.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters
The Company is not presently trading on any exchange. It is the
intention of the Company to apply for trading OTC upon its filing of its 10Q for
September 30, 2000.
Item 6. Selected Financial Data
The information revised by this item is set forth in the Company's June 30,
2000 financial statement and is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Reports of Operation
the information provided by this item is set forth in the Company's June
30, 2000 Financial statements and is incorporated herein by reference.
Item 8. Financial Statements and Supplemental Data
The financial statements required by this Item are in the Company's June
30, 2000 Financial Statements and are incorporated by reference. With the
exception of the aforementioned information and the information incorporated in
Items 5, 6 and 7, the Company's June 30, 2000 Financial Statement is not to be
deem filed as part of this Form 10-K Annual Report. The report of the Company's
Independent Auditors on the Company's financial statement is included in the
Company's 2000 Financial Statements and is incorporated by reference. The report
of the Company's Independent Auditors on the financial statement schedule
required by this item is included herein.
Item 9. Changes in and Disagreements with Accounts on Accounting Financial
Disclosure
There are none.
Item 10. Directors and Executive Officers of the Registrant
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<PAGE>
David J. Murdock (53) is the Chairman of the Board and Chief Executive Officer
--------------------
of the Company since its inception. Under his direction, Press Realty Advisors
has been involved in the development and disposition of $2,400,000 of commercial
real estate. Prior to starting Press Realty, for the past five years, he was
president of Custom Neckwear and T. W. Customs, which manufactures custom silk
products. During this period, he also worked as a consultant in real estate
acquisitions and property management. From 1990 to 1992 he was a Dispositions
Officer for Clark Financial Corporation in Salt Lake City, Utah. He was
responsible for the disposition of Clark Financials syndicated income
properties. In 1989 he was the National Director of Acquisitions and
Dispositions for Atlantic Associates, Inc., located in Birmingham, Michigan. His
responsibilities included property selection, analysis and management of all
acquisitions and dispositions nationwide. From 1987 to 1988 he was the Mid-West
Acquisition Director for J. M. Jayson Company (Realmark Properties) located in
Buffalo, N. Y. His responsibilities included property selection, review,
analysis and negotiations for income producing in ht Midwestern United States.
Between 1987 and 1992 he was responsible for the acquisitions and disposition of
over $150,000,000 in income properties. From 1982 to 1984 he was the Real Estate
Manager for the Church of Jesus Christ of Latter-day Saints in the Northeastern
United States and Eastern Canada. During the early 1980's he was President and
Managing Director of DJ Murdock Construction, Inc. Prior to that he served as a
company commander in the United States Marine Corp. where he achieved the rank
of Captain. He is a graduate of the University of Utah in 1970.
Matthew Seegmiller (30) is President and a Director. He has been directly
----------------------
involved in the acquisition and analysis of all Press Realty's properties.
However, his main responsibilities have primarily included logistical matters
associated with the business. This includes all financial and accounting
responsibilities, fund raising activities, business planning and property
analysis. He is currently in the process of becoming CCIM certified (Certified
Commercial Investment Member). Previously he was the President and co-owner of
Salties Designs, which designs and manufacturers custom silk promotional and
advertising products for the advertising specialty industry and large corporate
end users. His primary responsibilities included overseeing all sales and
marketing activities. From 1995 to 1998 he was involved in selling networking
hardware equipment for 3Com Corporation. During this period, his
responsibilities included regional account sales responsibilities into higher
education and state, local and federal governmental agencies in the western U.
S. He has been able to apply his account management and sales and marketing
skills to further the development of both Salties Designs and now Press Realty
Advisors. He is a graduate of the University of Utah.
Christian J. Seegmiller (30) is Vice-president and Director of the Company. From
-----------------------
1997 to present he is the CEO and co-owner of Salties Designs. His clients
included many national firms. As CEO his responsibilities included accounting
and financial analysis of the company, overseeing marketing, sales and
production. He is heavily involved in fund raising and managing the company's
line of credit and other liabilities. He also maintains the balance sheet and
profit and loss statements. Salties Designs' gross revenue has doubled every
year since the business began in 1997. From 1992 to 1996 he was the Director of
Sales and Marketing for Carpediem International. His responsibilities included
managing their promotional products division. This included hiring and training
in-house and independent distributors, selling to wholesale accounts
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<PAGE>
and distributors within the advertising specialty institute. He is currently
becoming CCIM certified for commercial real estate and is co-handling all
accounting and financial matters for the Company.
Item 11. Executive Compensation
Other than information provided in the Company's June 30, 2000 Financial
Statements incorporated herein, Executive Officers and Directors have received
no other compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management
<TABLE>
<CAPTION>
Names & Address of Amount & Nature Percent
Title of Class Beneficial Owner Of Ownership of Class
-------------- ---------------- ------------ --------
<S> <C> <C> <C>
Common David Murdock 9,600,000 39.5%
1196 East 1850 South
Bountiful, Utah 84010
Common Matt Segmiller 4,800,000 19.8%
2648 South Imperial Street
Salt Lake City, Utah 84106
Common Christian Seegmiller 4,800,000 19.8%
11823 South Reeves Lane
Riverton, Utah 84065
</TABLE>
Item 13. Certain Relationships and Related Transactions.
There have been no transactions which would be affected by this section.
PART IV
Item 14. Exhibits, Financial Statements, schedules and Reports on Form 8-K
The following documents are filed as part of this Form 10-K Annual Report:
e. Financial Statements
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Company has wholly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PRESS REALTY ADVISORS CORPORATION
By: /s/ David Murdock
-----------------------------------------
DAVID MURDOCK, Chief Executive Officer
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<PAGE>
PRESS REALTY ADVISORS CORPORATION
FINANCIAL STATEMENTS
June 30, 2000
<PAGE>
C O N T E N T S
<TABLE>
<S> <C>
Independent Auditors' Report.................................................. 3
Balance Sheet................................................................. 4
Statements of Operations...................................................... 6
Statements of Stockholders' Equity (Deficit).................................. 7
Statements of Cash Flows...................................................... 8
Notes to the Financial Statements............................................. 9
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Press Realty Advisors Corporation
Salt Lake City, Utah
We have audited the accompanying balance sheet of Press Realty Advisors
Corporation as of June 30, 2000 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year ended June 30, 2000
and from inception on December 16, 1998 through June 30, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Press Realty Advisors
Corporation as of June 30, 2000 and the results of its operations and its cash
flows for the year ended June 30, 2000 and from inception on December 16, 1998
through June 30, 1999 in conformity with generally accepted accounting
principles.
The accompanying financial statement shave been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans with regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
October 2, 2000
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Balance Sheet
ASSETS
------
<TABLE>
<CAPTION>
June 30,
2000
-----------
<S> <C>
CURRENT ASSETS
Cash $ 293,617
Accounts receivable 25,459
Deposits 5,000
----------
Total Current Assets 324,076
----------
FIXED ASSETS
Construction in Progress 405,159
Land (Note 8) 292,807
----------
Total Fixed Assets 697,966
----------
TOTAL ASSETS $1,022,042
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Balance Sheet (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
<TABLE>
<CAPTION>
June 30,
2000
-------------
<S> <C>
CURRENT LIABILITIES
Accounts payable $ 164,727
Notes payable (Note 7) 594,981
Notes payable - related parties (Note 6) 110,831
Payroll liabilities 14,852
Deposits payable 9,588
Tax penalties payable 11,913
Deferred revenue 585,699
-----------
Total Current Liabilities 1,492,591
-----------
Total Liabilities 1,492,591
-----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; 50,000,000 shares
authorized, 24,276,000 shares issued and outstanding 24,276
Additional paid-in capital (49,101)
Stock subscription payable (Note 5) 75,000
Retained earnings (520,724)
-----------
Total Stockholders' Equity (Deficit) (470,549)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,022,042
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Statements of Operations
<TABLE>
<CAPTION>
From
Inception on
For the December 16,
Year Ended 1998 Through
June 30, June 30,
2000 1999
----------- -------------
<S> <C> <C>
REVENUES
Net sales 850,184 -
Cost of goods sold (569,580) -
------------ ------------
Gross Profit 280,604 -
------------ ------------
EXPENSES
Loan closing and origination 100,299 -
Commissions 68,957 -
General and administrative 399,108 31,730
Payroll and payroll tax expense 116,263 51,550
------------ ------------
Total Expenses 684,627 (83,280)
------------ ------------
INCOME FROM OPERATIONS (404,023) (83,280)
------------ ------------
OTHER INCOME (EXPENSES)
Gain on sale of asset - 1,260
Lease income 25,956 -
Interest expense (42,641) (18,997)
------------ ------------
Total Other Expenses (16,685) (17,737)
------------ ------------
NET LOSS $ (420,708) $ (101,017)
============ ============
BASIC LOSS PER SHARE $ (0.02) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 24,043,060 24,000,000
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Additional Stock
Common Stock Paid-in Subscription Accumulated
----------------------------
Shares Amount Capital Payable Deficit
--------- ------------ ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance at inception on
December 16, 1998 - $ - $ - $ - $ -
Common stock issued for initial
capitalization 19,200,000 19,200 (18,200) - -
Net loss for the year ended
June 30, 1999 - - - - (101,016)
------------ ---------- ---------- ----------- ----------
Balance, June 30, 1999 19,200,000 19,200 (18,200) - (101,016)
Recapitalization 4,800,000 4,800 (58,625) - -
Common stock issued in lieu of
debt 26,000 26 12,974 - -
Common stock issued for services
rendered 250,000 250 14,750 - -
Stock subscription payable - - - 75,000 -
Net loss for the year ended
June 30, 2000 - - - - (420,708)
------------ ---------- ---------- ----------- ----------
Balance, June 30, 2000 24,276,000 $ 24,276 $ (49,101) $ 75,000 $ (520,724)
============ ========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
For the December 16,
Year Ended 1998 Through
June 30, June 30,
2000 1999
------------- ----------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income $ (420,708) $ (101,017)
Adjustments to reconcile net loss to net cash used
by operating activities:
Common stock issued for services rendered 28,000 -
Adjustments to reconcile net loss to net cash used
by operating activities:
Increase in accounts receivable (25,459) -
Increase in accounts payable 107,402 23,244
Increase in deposits (5,000) -
Bad debt expense - 1,000
Increase in payroll liabilities 14,852 -
Increase in deferred revenue 585,699 -
Increase in deposits payable 9,588 -
Increase in taxes payable 11,913 -
----------- -----------
Net Cash Provided (Used) by Operating Activities 306,287 (76,772)
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Cash paid for fixed assets (677,256) -
Cash distribution in acquisition (124,324) -
Cash paid to improve fixed assets (488,582) -
Cash from sale of land 467,872 -
----------- -----------
Net Cash Used by Investing Activities (822,290) -
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES
Cash proceeds from notes payable 1,276,801 64,514
Cash proceeds from subscription payable 75,000 -
Cash proceeds from notes payable - related party 110,831 29,808
Repayment of notes payable (653,012) (17,550)
----------- -----------
Net Cash Provided by Financing Activities 809,620 76,772
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Statements of Cash Flows (Continued)
From
Inception on
For the December 16,
Year Ended 1998 Through
June 30, June 30,
2000 1999
----------- -----------
NET INCREASE IN CASH $ 293,617 $ -
CASH AT BEGINNING OF PERIOD - -
------------------ -----------------
CASH AT END OF PERIOD $ 293,617 $ -
================== =================
Supplemental Disclosures:
Interest paid $ 42,641 $ 12,186
Income taxes paid $ - $ -
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Notes to the Financial Statements
June 30, 2000
NOTE 1 - ORGANIZATION
Press Realty Advisors Corporation, (the "Company") was incorporated
under the laws of the State of Nevada, under the name "Tercero
Corporation, on November 6, 1995. The Company is authorized to do any
legal business activity as controlled by Nevada law. The Company
originally elected the fiscal year ended on September 30, but in
fiscal year 1999 elected to adopt a June 30 year end.
The Company is engaged in the business of acquiring, developing and
managing high potential real estate properties. As this process has
not yet produced a reliable, long-term source of revenues, the Company
intends to seek after additional capital and to form financial
partners to supply the needed capital.
On July 1, 1999, the Company (then under the name of Tercero
Corporation) consummated an Agreement and Plan of Reorganization
whereby the Company acquired Press Realty Advisors, LLC ("Press") in
exchange for 19,200,000 restricted shares of the Company's common
stock. Press was originally organized under the laws of the state of
Utah on December 16, 1998. The Company then changed its name to Press
Realty Advisors Corporation. Immediately prior to the Agreement and
Plan of Reorganization, the Company had 19,200,000 shares of common
stock issued and outstanding.
The acquisition was accounted for as a recapitalization of Press
because subsequent to the acquisition, the shareholders of Press
controlled the surviving entity. Therefore, Press is treated as the
acquiring entity. There was no adjustment to the carrying value of the
assets or liabilities of Press in the exchange. The Company is
appropriately classified as the acquiring entity for legal purposes,
whereas Press is the surviving entity for accounting purposes.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual basis of accounting for financial
reporting, in accordance with generally accepted accounting
principles.
a. Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets
and the disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the
reporting period. Actual results could differ form these estimates.
b. Revenue Recognition
The Company is engaged in the business of buying, developing, and
selling real estate properties. The Company recognizes revenue on the
sale of these properties only
10
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Notes to the Financial Statements
June 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
when 100% of its obligations pertaining to the specific properties
have been fulfilled, and the related contracts are satisfied in full.
c. Statements of Cash Flows
The Company prepares its statement of cash flows using the indirect
method as defined under Financial Accounting Standards Board Statement
No. 95. For purposes of the statements of cash flows, the Company
considers all highly liquid investments with a maturity of three
months or less to be cash equivalents.
d. Income Taxes
The Company accounts for income taxes in accordance with Financial
Accounting Standards Board Statement No. 109. As of June 30, 2000, the
Company has a net operating loss carryforward of approximately
$470,000 to reduce future taxable income. To the extent not utilized,
the NOL carryforward will begin to expire in fiscal year 2020. The
future tax benefit of the NOL has been offset by a valuation allowance
in full.
e. Basic Loss Per Share
Basic loss per share has been calculated based on the weighted average
number of shares of common stock outstanding during the period.
<TABLE>
<CAPTION>
June 30,
---------------------------------
2000 1999
--------------- ----------------
<S> <C> <C>
Basic loss per share:
Numerator - net loss $ (420,708) $ (101,017)
Denominator - weighted average number of
Shares outstanding 24,043,060 24,000,000
--------------- ----------------
Loss per share $ (0.02) $ (0.00)
=============== ================
</TABLE>
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has not yet
developed a consistent, reliable source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to continue to seek
additional funding opportunities and financial arrangements in order
to continue its real estate development projects.
11
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Notes to the Financial Statements
June 30, 2000
NOTE 4 - COMMON STOCK
The Company has issued 24,276,000 shares of common stock for $495,500.
The Company amended its Articles of Incorporation in 1996 to increase
the authorized number of shares to 50,000,000.
NOTE 5 - STOCK SUBSCRIPTION PAYABLE
On October 25, 1999, the Company entered into an agreement with a
related party under which the Company was to receive $75,000 funding
in exchange for 450,000 restricted shares of the Company's common
stock. As of June 30, 2000, the Company had received the entire
$75,000 as a part of the agreement, but had not yet issued any shares
of its common stock.
NOTE 6 - RELATED PARTY TRANSACTIONS
At June 30, 2000, the Company had four notes payable to related
parties totaling $110,831. None of the notes have formal payment
structures or note documents. Due to the lack of specific terms, the
entire balance of each note is classified as current.
NOTE 7 - NOTES PAYABLE
At June 30, 2000, notes payable consisted of the following:
<TABLE>
<S> <C>
Note payable to America First Credit Union bearing 11.5%
interest, secured by land, due May 31, 2001. $ 85,084
Note payable to related party (Note 7) bearing 7% interest,
unsecured, due on demand. 37,000
Note payable to Castle Funding (an equal partnership of five small
LLC's) bearing 18% interest, secured by land, due
October 13, 2000. 140,000
Note payable to Cornerstone Realty, bearing interest at the
rate of prime plus 3%, secured by land, due July 1, 2001. 66,178
Note payable to the estate of Ed Gilmore, bearing 7.5%
interest, secured by land, due April 27, 2001. 160,412
Note payable to Home Credit Bank bearing 14% interest,
secured by land, due February 1, 2001. 143,307
Balance forward $ 631,981
--------------
</TABLE>
12
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Notes to the Financial Statements
June 30, 2000
NOTE 8 - NOTES PAYABLE (Continued)
<TABLE>
<S> <C>
Balance forward $ 631,981
Note payable to related party (Note 7) bearing 8% interest,
unsecured, due on demand. 68,652
Note payable to related party (Note 7) bearing no interest,
unsecured, due on demand. 4,965
Note payable to related party (Note 7) bearing no interest,
unsecured, due on demand. 214
------------------
Total notes payable 705,812
Less: related party payables 110,831
------------------
Equals: total notes payable 594,981
Less: current portion (594,981)
------------------
Total Long-Term Debt $ -
==================
</TABLE>
NOTE 8 - LAND
At June 30, 2000, land assets consisted of the following:
<TABLE>
<S> <C>
7.625 acre plot in Salt Lake City, Utah. Lot is currently being
upgraded and improved in preparation for the construction of a
commercial building and subsequent resale. $ 203,073
Plot of land in Magna, Utah. Lot is currently in the initial stages
of development, and no significant improvements have been
made. 89,734
--------------
Total Land Assets $ 292,807
==============
</TABLE>
NOTE 9 - COMMITMENTS AND CONTINGENCIES
On June 28, 2000, the Company sold a 50% interest in one of its
development properties for $1,116,000. As a part of this agreement,
the buyer agreed to assume 50% of the construction loan pertaining to
the development of this property. The construction loan carries a
maximum balance of $1,375,000. The Company is responsible for the
remaining 50% (up to $687,500) of the construction loan, and any
additional costs required to complete the development of the property.
The Company recognized $428,500 in deferred revenue as a result of
this transaction.
13
<PAGE>
PRESS REALTY ADVISORS CORPORATION
Notes to the Financial Statements
June 30, 2000
NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)
On June 30, 2000, the Company sold one of its development properties
for $431,080. As a part of this agreement, the buyer agreed to assume
the construction loan pertaining to the continuing development of the
property. The construction loan carries a maximum balance of $273,881
and the Company is responsible for any and all costs to complete the
development in excess of that amount.
14
