PRS SUB VI INC, 10-12G, 2000-12-18

PRS SUB VI INC
10-12G, 2000-12-18

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-SB

General Form for Registration of Securities
Of Small Business Issuers
Under Section 12(b) or (g) of
The Securities Exchange Act of 1934

COMMISSION FILE NUMBER

PRS SUB VI, INC.
(Name of Small Business Issuer in Its Charter)

NEW JERSEY 22-3768426
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

425 EAGLE ROCK AVENUE, ROSELAND, NEW JERSEY 07068
(Address of Principal Executive Offices) (Zip Code)

973-226-4600
(Issuer's Telephone Number, Including Area Code)

SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

NONE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

Common Stock, $.001 Par Value
(Title of Class)

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TABLE OF CONTENTS

PART I

Description of Business.................................................... 3

Management's Discussion &
Analysis................................................................... 7

Risk Factors............................................................... 7

Description of Property.................................................... 12

Security Ownership of
Certain Beneficial Owners
and Management............................................................. 12

Directors, Executive Officers
Promoters and Control Persons.............................................. 13

Executive Compensation..................................................... 15

Certain Relationships and
Related Transactions....................................................... 16

Description of Securities.................................................. 16

PART II

Market Price of and Dividends
of the Registrant's Common Equity
and Related Stockholder Matters............................................ 17

Legal Proceedings.......................................................... 18

Changes in and Disagreements

with Accountants........................................................... 18

Recent Sales of Unregistered Securities.................................... 18

Indemnification of Directors and Officers.................................. 18

PART F/S.
Financial Statements and Exhibits.................................. F-1

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ITEM 1. DESCRIPTION OF BUSINESS

THE COMPANY

The Company was formed in 1991 as a subsidiary of People Ridesharing
Systems, Inc., a public corporation which filed for the protection of the
Bankruptcy Court in 1989, to provide a candidate for merger with an operating
company. A majority of the shares in the Company were purchased from the
Bankruptcy Court by a nonaffiliated third party in May of 1996 and thereafter
acquired in 1997 by the present owner in exchange for legal services rendered.

This Company has retained its status as a public company with no assets
and no liabilities and currently seeks to merge with a going concern, preferably
with assets and a financial history, such that same will facilitate the merged
entity to trading status. At present the principal shareholder is negotiating
with such an operating company and has received a nonbonding deposit. There is
no assurance that a transaction will be consummated as a result of this or any
other negotiations.

EXISTING AND PROPOSED BUSINESSES

The Company's purpose is to seek, investigate and, if such
investigation warrants, affiliate with a business entity presented to it by
persons or firms who or which desire to seek the perceived advantages of a
corporation which has a class of securities registered under the Exchange Act.
The Company will not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature. This discussion of the proposed business is not
meant to be restrictive of the Company's broad discretion to search for and
enter into potential business opportunities. Management anticipates that it will
be able to participate in only one potential business venture in the near future
because the Company has nominal assets and limited financial resources. See
"FINANCIAL STATEMENTS." This lack of diversification should be considered a
substantial risk to the shareholders of the Company because it will not permit
the Company to offset potential losses from one venture against gains from
another.

The Company may seek a business opportunity with an entity which has
recently commenced operations, or which wishes to utilize the public marketplace
in order to raise additional capital to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the opportunity
to use securities for acquisitions, providing liquidity for shareholders and
other factors. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
difficult and complex.

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The Company has, and will continue to have, very limited to no capital
with which to provide the owners of business opportunities with any cash or
other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. Management has not
conducted market research and is not aware of statistical data to support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.

The analysis of new business opportunities will be undertaken by, or
under the supervision of the Officers of the Company, who are not professional
business analysts. In analyzing prospective business opportunities, Management
will consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. To the extent possible, management
intends to utilize written reports and personal investigation to evaluate the
above factors. The Exchange Act requires that any merger or acquisition
candidate comply with certain reporting requirements, which include providing
audited financial statements to be included in the reporting filings made under
the Exchange Act.

The Company will not acquire or merge with any company for which
audited financial statement cannot be obtained at or within a reasonable period
of time after closing of the proposed transaction.

The Company will not restrict its search to any specific kind of firms,
but may acquire an interest in a venture which is in its preliminary or
development stage, which is already in operation, or any stage of its business
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded; or may seek
other perceived advantages which the Company may offer.

Management of the Company, which may not have experience in matters
relating to the business of a targeted potential merger company, will rely upon
its own efforts in accomplishing the business purposes of the Company. Outside
consultants or advisors may be utilized by the Company to assist in the search
for qualified target companies. If the Company does retain such an outside
consultant or advisor, any cash fee earned by such person is likely to be
assumed by the target company, as the Company has limited cash assets with which
to pay such obligation.

If management were to utilize the services of a consultant in the
selection of a target company, such consultant will likely be used to supplement
the business experience of management, including perhaps accountants, technical
experts, appraisers, attorneys or others. Management's considerations in
selecting such a consultant may be based on the nature of the target company's
business, the form and amount of compensation required by the consultant, the
depth of such consultant's experience and past success. If a consultant were
retained, Management would expect that any such consultant would provide the
Company with a selection of target companies, would provide due diligence
assistance for study of the target company, would assist in negotiating the
terms of a business combination, and would serve to facilitate the negotiation
process. More than one consultant could be used in locating a target company.

The Company has no agreements currently with any company, but is
conducting ongoing negotiations with an operating company, which is in the food
service business and appears to meet the Company's general criteria. There is no
assurance that any affiliation with this or any other company will be
consummated.

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ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. Upon the consummation of such a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, it is likely
that the Company's officers and directors will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.

It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank check
company. Until such time as this occurs, it is the Company's intention not
attempt to register any additional securities. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the market
value of the Company's existing publicly traded securities in the future if such
a market develops, of which there is no assurance.

While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby plan to structure the acquisition in a "tax-free" transaction or
reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986,
as amended (the "Code").

With respect to any merger or acquisition negotiations with a target
company, management expects to focus on the percentage of the Company, which the
target company's shareholders would acquire in exchange for their holdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. Thus, the percentage of ownership may be subject to
significant reduction in the event the Company acquires a target company with
substantial assets. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of shares held
by the Company's shareholders at such time.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements require certain
representations and warranties of the parties thereto, specify certain events of
default, detail the terms of closing and the conditions which must be satisfied
by the parties prior to and after such closing, outline the manner of bearing
costs, including costs associated with the Company's attorneys and accountants,
and include miscellaneous other terms.

The Company will not acquire or merge with any entity, which cannot
provide audited financial statements at or within a reasonable period of time
after closing of the proposed transaction. The Company shall be subject to all
of the reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements as
part of its Form 8-K to be filed with the Securities and Exchange Commission
upon consummation of a merger or acquisition, as well as the Company's audited
financial statements included in its annual report on Form 10-K (or 1 0-KSB, as
applicable). If such audited financial statements are not available at closing,
or within time parameters necessary to insure the Company's compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the target company, the
closing documents may provide that the proposed transaction will be voidable at
the discretion of the present management of the Company.

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In the event that the Company needs any additional funds for operating
capital or for costs in connection with searching for or completing an
acquisition or merger, management contemplates that it will seek to issue
additional shares of the Company. There is no fixed minimum or maximum amount
that management will raise in connection with such an issuance. The Company does
not intend to borrow any funds to make any payments to the Company's promoters,
management or their affiliates or associates.

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COMPETITION

The Company will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's extremely limited financial resources and
limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to its competitors.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The activities of the Company since its formation in 1991 have been
limited and have been financed by sources other than from its operations. See
"Financial Statements". Management believes the Company may raise funds during
the next twelve months in the event it identifies a target company with which it
will engage in a business combination. See "DESCRIPTION OF COMPANY- Existing and
Proposed Businesses"

ITEM 3. RISK FACTORS

The Company's liquidity, capital resources, and results of operations
indicate that an investment in the Company remains speculative, involves a high
degree of risk, and should not be made by persons who cannot afford the loss of
their entire investment. Prospective investors in the Company should carefully
consider all of the information contained in this Report before deciding whether
to purchase securities of the Company, and, in particular, the risk factors set
forth below.

Information contained in this Report contains "forward-looking
statements" which can be identified by the use of forward-looking terminology
such as "believes", "expects", "may", "should" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology or by discussions
of strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. The following Risk Factors include,
among other things, cautionary statements with respect to certain
forward-looking statements, including statements of certain risks and
uncertainties that could cause actual results to vary materially from the future
results referred to in such forward-looking statements.

1. NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has
had no operating history nor any revenues or earnings from operations for at
least the last two years. The Company has no significant assets or financial
resources. The Company will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a target company. There is no assurance that the Company will
be able to identify such a target company and consummate such a business
combination on acceptable terms.

2. SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success
of the Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target company.
While management intends to seek business combinations with entities having
established operating histories, there can be no assurance that the Company will
be able to identify a candidate satisfying such criteria. In the event the
Company completes a business combination, of which there can be no assurance,
the success of the Company's operations may be dependent upon management of the
target company and numerous other factors beyond the Company's control.

3. SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of business

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entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.

4. NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION--NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no current arrangement,
agreement or understanding with respect to engaging in a merger with or
acquisition of a specific business entity. There can be no assurance that the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the Company. The
Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target company to have achieved, or without which the Company would
not consider a business combination with such business entity. Accordingly, the
Company may enter into a business combination with a business entity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.

5. CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting up to five (5)
hours per month to the business of the Company. The Company's only officers are
the President, Mr. John Frohling, and Ms. Linda Pellegrino, the Secretary and
Treasurer, neither of which have entered into written employment agreements with
the Company and are not expected to do so in the foreseeable future. The Company
has not obtained key man life insurance on its officers and directors. There can
be no assurance that such policies will be available to the Company on
commercially reasonable terms, if at all. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of its
Officers would adversely affect development of the Company's business and its
likelihood of consummating a business combination.

6. CONFLICTS OF INTEREST--GENERAL. The Company's two officers and
directors participate in other business ventures which may compete directly with
the Company. Although none are anticipated, conflicts of interest and non-arms
length transactions may also arise in the future. Management does not anticipate
that the Company will seek a merger with, or acquisition of, any entity in which
any member of management serves as an officer, director or partner, or in which
they or their family members own or hold any ownership interest. The law firm
with which the officers are associated may perform certain legal services in
connection with the merger or affiliation partner.

7. REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Section 13
of the Exchange Act requires companies subject thereto to provide certain
information about significant acquisitions including certified financial
statements for the company acquired usually covering two years, depending on the
relative size of the acquisition. The time and additional costs that may be
incurred by some target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.

8. LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by the Company.
Even in the event demand exists for a merger or acquisition of the type
contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.

9. LACK OF DIVERSIFICATION. The Company's proposed operations, even if
successful, will, at least in the short term and in all likelihood, result in

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the Company engaging in a business combination with only one business
opportunity. Consequently, the Company's activities will be limited to those
engaged in by the business opportunity which the Company merges with or
acquires. The Company's inability to diversify its activities into a number of
areas may subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Company's operations.

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10. REGULATION UNDER INVESTMENT COMPANY ACT. Although the Company will
be subject to regulation under the Exchange Act, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940,
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities, the Company could become subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission or counsel as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any violation of
such Act could subject the Company to material adverse consequences.

11. PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's common stock will, in all likelihood,
result in shareholders of a target company obtaining a controlling interest in
the Company. Any such business combination may require shareholders of the
Company to sell or transfer all or a portion of the Company's common stock held
by them. The resulting change in control of the Company will likely result in
removal of the present officers and directors of the Company and a corresponding
reduction in or elimination of their participation in the future affairs of the
Company.

12. REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based upon the
consummation of a business combination with a business entity which, in all
likelihood, will result in the Company issuing securities to shareholders of
such business entity. The issuance of previously authorized and unissued common
stock of the Company would result in significant reduction in percentage of
shares owned by the present shareholders of the Company and would most likely
result in a change in control or management of the Company.

13. ASPECTS OF BLANK CHECK OFFERING. The Company may enter into a
business combination with a business entity that desires to establish a public
trading market for its shares. A target company may attempt to avoid what it
deems to be adverse consequences of undertaking its own public offering by
seeking a business combination with the Company. Such consequences may include,
but are not limited to, time delays of the registration process, significant
expenses to be incurred in such an offering, loss of voting control to public
shareholders or the inability to obtain an underwriter or to obtain an
underwriter on terms satisfactory to the Company.

14. TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.

15. REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company will request that any potential
business opportunity provide audited financial statements. One or more potential
combination candidates may elect to forego pursuing a business combination with
the Company rather than incur the burdens associated with preparing audited
financial statements. In such case, the Company may choose to obtain certain
assurances as to the target company's assets, liabilities, revenues and expenses
prior to consummating a business combination, with further assurances that an
audited financial statement would be provided after closing of such a
transaction. Closing documents for such a transaction may include
representations that the audited financial statements will not materially differ
from the representations included in such closing documents.

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16. LIMITED PUBLIC MARKET. To date there has been no public market for
the Company's common stock. There can be no assurance that an active and
reliable public market will develop or, if developed, that such market will be
sustained. As a result, investors may find it difficult to liquidate their
investment in the Company should they desire to do so. The Company intends to
apply to have its common stock approved for quotation on the Nasdaq SmallCap
Market at such time, in the future, that it meets the requirements for
inclusion. As at the date hereof, however, the Company is not eligible for
inclusion in NASDAQ or for listing on any national stock exchange. All companies
applying and authorized for NASDAQ are required to have not less than $4,000,000
in net tangible assets, a public float with a market value of not less than five
million dollars, and a minimum bid of price of $4.00 per share. At the present
time, the Company is unable to state when, if ever, it will meet the Nasdaq
application standards. Unless the Company is able to increase its net worth and
market valuation substantially, either through the accumulation of surplus out
of earned income or successful capital raising financing activities, it will
never be able to meet the eligibility requirements of NASDAQ. In addition, it is
likely that the Company, which, as of November 1, 1999, had approximately
10,000,000 shares of common stock issued and outstanding, will have to effect a
reverse split of its issued and outstanding stock, in order to meet the minimum
bid price requirement. Moreover, even if the Company meets the minimum
requirements to apply for inclusion in The Nasdaq SmallCap Market, there can be
no assurance, that approval will be received or, if received, that the Company
will meet the requirements for continued listing on the Nasdaq SmallCap Market.
Further, Nasdaq reserves the right to withdraw or terminate a listing on the
Nasdaq SmallCap Market at any time and for any reason in its discretion. If the
Company is unable to obtain or to maintain a listing on the Nasdaq SmallCap
Market, quotations, if any, for "bid" and "asked" prices of the common stock may
be available on the OTC Bulletin Board or in the "pink sheets" published by the
National Quotation Bureau, Inc. This can result in an investor's finding it more
difficult to dispose of or to obtain accurate quotations of prices for the
common stock than would be the case if the common stock were quoted on the
Nasdaq SmallCap Market. Irrespective of whether or not the common stock is
included in the Nasdaq SmallCap system, there is no assurance that any public
market for the common stock will become active or liquid in the future. In order
to qualify for listing on a national stock exchange, similar minimum criteria
respecting, among other things, the Company's net worth and/or income from
operation must be met.

Accordingly, market transactions in the Company's common stock are subject to
the "Penny Stock Rules" of the Securities and Exchange Act of 1934, which are
discussed in more detail, below, under "Risk Factor No. 17. Applicability of
Penny Stock Rules to Broker-Dealer Sales of Company Common Stock". These rules
could make it difficult to trade the common stock of the Company because
compliance with them can delay and/or preclude certain trading transactions.
This could have an adverse effect on the ability of an investor to sell any
shares of the Company's common stock.

17. APPLICABILITY OF "PENNY STOCK RULES" TO BROKER-DEALER SALES OF
COMPANY COMMON STOCK. As discussed above, at the present time, the Company's
common stock is not listed on any stock exchange. The Securities Enforcement and
Penny Stock Reform Act of 1990 requires special disclosure relating to the
market for penny stocks in connection with trades in any stock defined as a
"penny stock". Commission regulations generally define a penny stock to be an
equity security that has a market price of less than $5.00 per share and is not
listed on The Nasdaq SmallCap Stock Market or a major stock exchange. These
regulations subject all broker-dealer transactions involving such securities to
the special "Penny Stock Rules" set forth in Rule 15g-9 of the Securities
Exchange Act of 1934 (the "34 Act"). It is anticipated that if a market should
develop for the Company's common stock that the market price of the Company's
common stock will be substantially less than $5.00 per share and such stock can,
be expected to trade in the over-the-counter market at a per share market price
of substantially less than $5.00 (see "Market Information"). Accordingly, any
broker-dealer sales of the Company's shares will be subject to the Penny Stock
Rules. These Rules affect the ability of broker-dealers to sell the Company's
securities and also may affect the ability of purchasers of the Company's common
stock to sell their shares in the secondary market, if such a market should ever
develop.

The Penny Stock Rules also impose special sales practice requirements on
broker-dealers who sell such securities to persons other than their established

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customers or "Accredited Investors." Among other things, the Penny Stock Rules
require that a broker-dealer make a special suitability determination respecting
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. In addition, the Penny Stock Rules require that a
broker-dealer deliver, prior to any transaction, a disclosure schedule prepared
in accordance with the requirements of the Commission relating to the penny
stock market. Disclosure also has to be made about commissions payable to both
the broker-dealer and the registered representative and the current quotations
for the securities. Finally, monthly statements have to be sent to any holder of
such penny stocks disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks.
Accordingly, for so long as the Penny Stock Rules are applicable to the
Company's common stock, it may be difficult to trade such stock because
compliance with such Rules can delay and/or preclude certain trading
transactions. This could have an adverse effect on the liquidity and/or price of
the Company's common stock in the future.

18. DEPENDENCE ON KEY PERSONNEL. The Company believes that its success
depends to a significant extent on the efforts and abilities of certain of its
management. The loss of the services of these key personnel could have a
material adverse affect on the Company's business, prospects, operating results,
and financial condition. The Company does not presently have key man life
insurance policies and does not intend to obtain any unless required to do so
under future financing arrangements. There can be no assurance that such
policies will be available to the Company on commercially reasonable terms, if
at all. Additionally, the ability of the Company to realize its business plan
could be jeopardized if any of its management becomes incapable of fulfilling
their obligations to the Company and a capable successor is not found on a
timely basis. There can however be no assurance that, in such event, the Company
will be able to locate and retain a capable successor to any member of its
management.

19. COMPETITION. Although management believes that the Company will
find a suitable entity with which to merge and that it will succeed in business
operations, the Company is certain to face substantial competition from entities
in its line of business, virtually all of which will be larger than the Company,
and will have substantially more assets and resources than the Company.
Management intends to meet such competition by developing a unique business
plan.

20. NO DIVIDENDS AND NONE ANTICIPATED. The Company has not paid any
cash dividends, nor does it contemplate or anticipate paying any dividends upon
its common stock in the foreseeable future.

ITEM 4. DESCRIPTION OF PROPERTY

The Company owns no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of the officers
at no cost to the Company, an arrangement Management expects will continue until
the Company completes an acquisition or merger.

ITEM 5. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of November 30, 2000,
with respect to the persons known to the Company to be the beneficial owners of
more than 5% of the common stock, $.001 par value of the Company. Except as
noted, each person has sole voting power with respect to the shares shown.

12
<PAGE>

PRINCIPAL SHAREHOLDERS TABLE

--------------------------------------------------------------------------------
NAME AND AMOUNT AND
TITLE ADDRESS OF NATURE OF
OF BENEFICIAL BENEFICIAL PERCENT
CLASS OWNER OWNERSHIP OF CLASS
--------------------------------------------------------------------------------
Common Linda Pellegrino 8,800,000(1) 88.0%
68 Sussex Street
Jersey City, NJ 07302
--------- ----
TOTAL: 8,800,000 88.0%

-----------
(1) 300,000 of the 8,800,000 shares were granted to shareholder as a previous
creditor/shareholder of PRS pursuant to the May 1, 1996 Order of the
Bankruptcy Court.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as of November 30, 2000,
with respect to the beneficial ownership of the Common Stock, $.001 par value,
of the Company by each of the executive officers and directors of the Company
and by all respective executive officers and directors as a group:

MANAGEMENT SHAREHOLDINGS TABLE

Common Linda Pellegrino 8,800,000(1) 88.0%
68 Sussex Street
Jersey City, NJ 07302

Common John Frohling 273,966(2) 2.7%
425 Eagle Rock Avenue
Roseland, NJ 07068
--------- ----
TOTAL: 9,073,966 90.7%

-----------
(1) 300,000 of the 8,800,000 shares were granted to shareholder as a previous
creditor/shareholder of PRS pursuant to the May 1, 1996 Order of the
Bankruptcy Court.
(2) All 273,966 shares were granted to shareholder as a previous
creditor/shareholder of PRS pursuant to the May 1, 1996 Order of the
Bankruptcy Court.

CHANGES IN CONTROL

The Company is not aware of any arrangements which at a subsequent
date, may result in a change in control of the Company, but in the event an
agreement is entered into with a merger candidate, management in all likelihood
will change.

ITEM 6. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following sets forth, as of December 4, 2000, the names and ages of
all directors and executive officers of the Company; the date when each director
was appointed; and all positions and offices in the Company held by each. Each
director will hold office until the next annual meeting of shareholders and
until his or her successor has been elected and qualified:

13
<PAGE>
DATE
OFFICES APPOINTED
NAME AGE HELD DIRECTOR
---------------- --- ------- ---------
John Frohling 69 President 1991
Linda Pellegrino 41 Secretary, Treasurer 1997

There are no agreements or understandings for an officer or director to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of nor will act at the direction of any other
person.

BIOGRAPHIES OF DIRECTORS AND OFFICERS OF THE COMPANY

Set forth below are the names of the directors and officers of the
Company, all positions and offices with the Company held, the period during
which he has served as such, and the business experience during at least the
last five years:

JOHN B. FROHLING. Mr. Frohling graduated from Yale University in 1955 and
graduated from Georgetown University Law School in 1959. Mr. served with the
General Counsel's office of the U.S. Securities and Exchange Commission,
Washington, D.C. and was associate Chief Trial Counsel for the Washington
Regional Office of the SEC. Mr. Frohling has practiced law in the State of New
Jersey specializing in commercial litigation, securities and bond counsel
matters since 1960. He has been a Trustee of the Federal Bar Association of New
York, New Jersey, and Connecticut, serving as Chairman of its Securities
Committee and has served as an Adjunct Professor at Seton Hall Law School in the
field of securities and corporate finance. Mr. Frohling was the first attorney
in the State of New Jersey to specialize in the securities field, and has served
as Special Bond Counsel to the U.S. House of Representatives on Capital Needs of
Resource Recovery Projects.

LINDA PELLEGRINO Ms. Pellegrino, graduated summa cum laude from Arizona State
University, and holds a Juris Doctor from Hofstra University School of Law. Ms.
Pellegrino was admitted to practice law in the State of New York in 1985 and in
the State of New Jersey in 1996. Ms. Pellegrino has extensive experience in
securities law, including public offerings, private placements and broker-dealer
compliance. Ms. Pellegrino represents numerous public and private companies in
negotiations with third parties and advises on internal controls and corporate
structure.

CONFLICTS OF INTEREST

Although there are no plans to do so at this time, the Company's
officers and directors may in the future organize other companies of a similar
nature and with a similar purpose as the Company. Consequently, there are
potential inherent conflicts of interest in acting as an officer and director of
the Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates that it will devote only a minor amount of
time to the Company's affairs. The Company does not have a right of first
refusal pertaining to opportunities that come to management's attention insofar
as such opportunities may relate to the Company's proposed business operations.

A conflict may arise in the event that another blank check company with
which management becomes affiliated is formed and actively seeks a target
company. It is anticipated that target companies will be located for the Company
and other blank check companies in chronological order of the date of formation
of such blank check companies. However, any blank check companies that may be
formed may differ from the Company in certain respects such as place of
incorporation, number of shares and shareholders, working capital, types of
authorized securities, or other items. It may be that a target company may be
more suitable for or may prefer a certain blank check company formed after the
Company. In such case, a business combination might be negotiated on behalf of
the more suitable or preferred blank check company regardless of date of
formation.

14
<PAGE>

In the event the Company needs additional funds for operating capital
and/or for costs in connection with a business combination, the Company may
elect to issue additional common stock. Except in connection with the foregoing
financing possibility, no other securities, or rights to securities, of the
Company will be issued to management or promoters, or their affiliates or
associates, prior to the completion of a business combination. At the time of a
business combination, management expects that some or all of the shares of
Common Stock owned by the officers and directors will be purchased by the target
company. The amount of Common Stock sold or continued to be owned by the
officers and directors cannot be determined at this time.

Business combinations may include such terms as one or more of the
present directors remaining a director or officer of the Company. The terms of a
business combination may provide for a payment by cash or otherwise to one or
more of the present directors for the purchase of all or part of their holdings
of common stock of the Company by a target company. In such event, one or more
directors would directly benefit from such employment or payment, and such
benefits may influence management's choice of a target company.

The Company may agree to pay finder's fees, as appropriate and allowed,
to unaffiliated persons who may bring a target company to the Company where that
reference results in a business combination. The amount of any finder's fee will
be subject to negotiation, and cannot be estimated at this time. No finder's fee
of any kind will be paid to management or promoters of the Company or to their
associates or affiliates. No loans of any type have, or will be, made to
management, or promoters of the Company or to any of their associates or
affiliates.

The Company's officers and directors, its promoters and their
affiliates or associates have not had any negotiations with and there are no
present arrangements or understandings with any representatives of the owners of
any business or company regarding the possibility of a business combination with
the Company.

The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management or promoters of the
Company or any affiliates or associates have any interest, direct or indirect.
The Company will not pay any finder's fees to members of management in
connection with identifying an entity for a successful business combination.

There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to the Company.
However, any attempt by shareholders to enforce a liability of management to the
Company would most likely be prohibitively expensive and time consuming.

INVESTMENT COMPANY ACT OF 1940

Although the Company will be subject to regulation under the Securities
Act, management believes the Company will not be subject to regulation under the
Investment Company Act of 1940 insofar as the Company will not be engaged in the
business of investing or trading in securities. In the event the Company engages
in business combinations which result in the Company holding passive investment
interests in a number of entities the Company could be subject to regulation
under the Investment Company Act of 1940. In such event the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940, any violation of
which would subject the Company to material adverse consequences.

ITEM 7. EXECUTIVE COMPENSATION

The Company's current officers and directors do not receive any
compensation for their services rendered to the Company, have not received such
compensation in the past, and are not accruing any compensation pursuant to any
agreement with the Company.

15
<PAGE>

The officers and directors of the Company will not receive any finder's
fee, either directly or indirectly, as a result of their efforts to implement
the Company's business plan outlined herein.

However, the officers and directors of the Company anticipate receiving
benefits as beneficial shareholders of the Company. See "ITEM 4. SECURITY
OWNERSHIP."

No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.

ITEM 8. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been no transactions during the last two completed fiscal
years, the current fiscal year or any presently proposed transactions, to which
the Company was or is to be a party, in which the amount involved in such
transaction (or series of transactions) was $60,000 or more and which any of the
following persons had or is to have a direct or indirect material interest: (i)
any director or executive officer of the Company; (ii) any person who owns or
has the right to acquire 5% or more of the issued and outstanding common stock
of the Company; and (iii) any member of the immediate family of any such
persons. The Company does not have any requirement respecting the necessity for
independent directors to approve transactions with related parties.

ITEM 9. DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, par value $.001 per share, of which 10,000,000 shares
are issued and outstanding. The following statements relating to the capital
stock are summaries and do not purport to be complete. Reference is made to the
more detailed provisions of, and such statements are qualified in their entirety
by reference to, the Certificate of Incorporation and the By-laws, copies of
which are filed as exhibits to this registration statement.

COMMON STOCK

Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of common stock
do not have cumulative voting rights. Holders of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available therefore. In
the event of a liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. All of the outstanding shares of
common stock are, and the shares of common stock offered by the Company pursuant
to this offering will be, when issued and delivered, fully paid and
non-assessable. Holders of common stock have no preemptive rights to purchase
the Company's common stock. There are no conversion or redemption rights or
sinking fund provisions with respect to the common stock.

DIVIDENDS

The Company has paid no cash dividends and has no present plan to pay
cash dividends, intending instead to reinvest its earnings, if any into the
Company. Payment of future cash dividends will be determined from time to time
by its board of directors, based upon its future earnings (if any), financial
condition, capital requirements and other factors, the Company is not presently
subject to any contractual or similar restriction on its present or future
ability to pay such dividends.

16
<PAGE>

PART II

ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

At this time there is no active market for the Company's common stock.
The Company intends to trade its common stock, on a limited basis in the
over-the-counter market and to cause its stock to be quoted on the OTC
Electronic Bulletin Board maintained by the National Association of Securities
Dealers, Inc. (the "OTC Bulletin Board").

The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years of
$750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the Nasdaq
SmallCap Market, a company must have at least (i) net tangible assets of
$2,000,000 or market capitalization of $35,000,000 or net income for two of the
last three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.

It after a merger or acquisition, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company's
securities may be traded in the NASD's over-the-counter ("OTC") market. The OTC
market differs from national and regional stock exchanges in that it (1) is not
cited in a single location but operates through communication of bids, offers
and confirmations between broker-dealers and (2) securities admitted to
quotation are offered by one or more broker-dealers rather than the "specialist"
common to stock exchanges. The Company may apply for listing on the NASD OTC
Bulletin Board or may offer its securities in what are commonly referred to as
the "pink sheets" of the National Quotation Bureau, Inc. To qualify for listing
on the NASD OTC Bulletin Board, an equity security must have one registered
broker-dealer, known as the market maker, willing to list bid or sale quotations
and to sponsor the company for listing on the Bulletin Board.

If the Company is unable initially to satisfy the requirements for
quotation on the Nasdaq SmallCap Market or becomes unable to satisfy the
requirements for continued quotation thereon, and trading, if any, is conducted
in the OTC market, a shareholder may find it more difficult to dispose of or to
obtain accurate quotations as to the market value of the Company's securities.

17
<PAGE>

There are approximately 735 holders of the Company's Common Stock. The
issued and outstanding shares of the Company's Common Stock were issued in
accordance with the exemptions from registration afforded by Sections 3(b) and
4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder.

The Company has not paid any dividends in the past two years, and has
no plans to do so in the immediate future.

ITEM 2. LEGAL PROCEEDINGS

The Company is unaware of any other pending or threatened legal
proceedings to which the Company is a party or of which any of its assets is the
subject.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

None.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 14A:3-5 of the New Jersey Statutes Annotated provides that a
New Jersey corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees and agents, against expenses
incurred in any action, suit or proceeding. The Certificate of Incorporation and
the by-laws of the Company provide for indemnification of directors and officers
to the fullest extent permitted by the General Corporation Law of the State of
New Jersey.

The General Corporation Law of the State of New Jersey provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director or officer to the corporation or its stockholders for
monetary damages for actions taken as a director or officer provided that such
provision shall not eliminate or limit the liability of a director for acts or
omissions that (a) were in breach of his duty of loyalty to the corporation as
defined in subsection (3) of N.J.S.A. 14A2-7; (b) were not in good faith or
involved a knowing violation of law; or (c) resulted in receipt by the corporate
agent of an improper personal benefit.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION
OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST
PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

18
<PAGE>

PART F/S
FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

Attached are audited financial statements for the Company for the period ended
November 30, 2000.

The following financial statements are attached to this report and filed as a
part thereof

1) Table of Contents - Financial Statements
2) Report of Independent Certified Public Accountants
3) Balance Sheet
4) Statement of Operations
5) Stockholders' Equity
6) Statement of Cash Flows

PART III

ITEM 1. INDEX TO EXHIBITS

EXHIBIT NUMBER DESCRIPTION LOCATION
-------------------------------------------------------------------------

(2) Articles of Incorporation and By-laws:

2.1* Articles of Incorporation

2.2* By-laws

(10)(a) Consents - Experts:

* filed herewith.

<PAGE>

INDEX TO FINANCIAL STATEMENTS
PRS SUB VI, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants ..................... F-1
Financial Statements:
Assets ......................................................... F-2
Stockholders' Equity ........................................... F-4
Notes to Financial Statement ................................... F-6

20
<PAGE>
PRS SUB VI, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 1998 AND 1999
AND NOVEMBER 30, 2000

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
PRS Sub VI, Inc.
Roseland, New Jersey 07068

We have audited the accompanying balance sheets of PRS Sub VI, Inc. (A
Development Stage Company) as of December 31, 1998 and 1999 and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 PRS Sub VI, Inc. (A Development
Stage Company) as of December 31, 1998 and 1999 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

SAMUEL KLEIN AND COMPANY

Newark, New Jersey
December 8, 2000

F-1
<PAGE>
<TABLE>
<CAPTION>

PRS SUB VI, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

December 31, November 30,
ASSETS 1998 1999 2000
------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C>
Current Assets:
Cash $ -- $ -- $ --
------------ ------------ ------------
Total Current Assets -- -- --
------------ ------------ ------------
TOTAL ASSETS $ -- $ -- $ --
============ ============ ============

LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current Liabilities:
Accrued expenses $ -- $ -- $ 3,000
------------ ------------ ------------
Total Current Liabilities -- -- 3,000
------------ ------------ ------------

Stockholders' Equity (Deficit):
Common stock, $.001 par value
100,000,000 shares authorized,
10,000,000 shares issued and
outstanding 10,000 10,000 10,000
Retained earnings (deficit) (10,000) (10,000) (13,000)
------------ ------------ ------------
Total Stockholders' Equity

(Deficit) -- -- (3,000)
------------ ------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ -- $ -- $ --
============ ============ ============
</TABLE>

--------------------

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

F-2
<PAGE>
<TABLE>
<CAPTION>
PRS SUB VI, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

For the
Period
Inception
For the Years Ended For the Eleven Months Ended Oct. 22, 1991
December 31, November 30, to
1998 1999 2000 1999 Nov. 30, 2000
------------- ------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating Activities:
Net Loss -- -- (3,000) $ -- (13,000)
Adjustments to Reconcile Net Income
(Loss) with Net Cash Used In
Operations:
Increase in accrued expenses -- -- 3,000 -- 3,000
------------- ------------- ------------- ------------- -------------
Net cash used in operations -- -- -- -- (10,000)
------------- ------------- ------------- ------------- -------------

Cash Flows from Financing Activities:
Issuance of stock -- -- -- -- 10,000
------------- ------------- ------------- ------------- -------------
Net cash provided by financing
activities -- -- -- -- 10,000
------------- ------------- ------------- ------------- -------------

Net Increase (Decrease) in Cash -- -- -- -- --

Cash, beginning of period -- -- -- -- --
------------- ------------- ------------- ------------- -------------

Cash, end of period -- -- -- -- --
============= ============= ============= ============= =============

Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest -- -- -- -- --
============= ============= ============= ============= =============
Taxes -- -- -- -- --
============= ============= ============= ============= =============
</TABLE>

--------------------

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

F-3
<PAGE>

PRS SUB VI, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
AND FOR THE PERIOD FROM INCEPTION (OCTOBER 22, 1991) TO NOVEMBER 30,2000 (UNAUDITED)

Common Stock Deficit
$.001 Par Value Accumulated Total
----------------------------- During the Stockholders'
Number Development Equity
of Shares Amount Stage (Deficit)
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balances January 1, 1998 10,000,000 $ 10,000 $ (10,000) $ --

Net Income (Loss) for the Year Ended

December 31, 1998 -- -- -- --
------------- ------------- ------------- -------------

Balances December 31, 1998 10,000,000 10,000 (10,000) 0

Net Income (Loss) for the Year Ended

December 31, 1999 -- -- -- --
------------- ------------- ------------- -------------

Balance December 31, 1999 10,000,000 10,000 (10,000) --

Net Loss for the Eleven Months Ended

November 30, 2000 (Unaudited) -- -- (3,000) (3,000)
------------- ------------- ------------- -------------

Balances November 30, 2000 10,000,000 $ 10,000 $ (13,000) $ (3,000)
============= ============= ============= =============
</TABLE>

--------------------

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

F-4
<PAGE>
<TABLE>
<CAPTION>
PRS SUB VI, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

Expenses:
Legal and professional
fees -- -- -- 3,000 13,000
------------- ------------- ------------- ------------- -------------
Net Loss before Provision
for Income Taxes -- -- (3,000) -- (13,000)

Provision for Income Taxes -- -- -- -- --
------------- ------------- ------------- ------------- -------------

Net Loss $ -- $ -- $ (3,000) $ -- $ (13,000)
============= ============= ============= ============= =============

Loss per Share:
Basic and diluted loss per share $ 0.00 $ 0.00 $ (0.00) $ 0.00 $ (0.00)
============= ============= ============= ============= =============
Basic and diluted common shares
outstanding 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000
============= ============= ============= ============= =============
</TABLE>

--------------------

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

F-5
<PAGE>

PRS SUB VI, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

PRS Sub VI, Inc., a development stage company (the "Company") was incorporated
in the State of New Jersey on October 22, 1991, as a subsidiary of People
Ridesharing Systems, Inc. ("PRS"), in order to provide a vehicle for another
company to merge with. PRS was a public company that filed for reorganization in
1989 under Chapter 11 of the Bankruptcy Act. As a result of an arrangement with
the Bankruptcy Court and PRS, the Company sold eighty-five percent of the
Company's common stock to an unaffiliated party and ownership in the Company was
provided to the creditors and stockholders of PRS who received ten percent and
five percent respectively, of the outstanding stock of the Company upon the sale
of the Company and in contemplation of a merger.

The Company, which was not a party to any bankruptcy proceeding, has not engaged
in any business operations to date. Its business plan is to engage in a merger
or acquisition with another operating company or entity. The principal
shareholder of the Company is currently in negotiations with such an entity, and
has received a non-binding deposit. No assurances can be given, however, that
this transaction will be completed or that the Company or the principal
shareholder will be successful in identifying or negotiating with another
company or entity in the future, if this transaction is not completed.

CASH AND CASH EQUIVALENTS

The Company will consider highly liquid investments with a maturity of three
months or less to be cash equivalents.

USE OF MANAGEMENT'S ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates

PROPERTY PLANT AND EQUIPMENT

Property plant and equipment will be recorded at cost and will be depreciated
over their estimated useful lives. Upon retirement or other disposition of these
assets, the cost and related accumulated depreciation will be removed from the
accounts and the resulting gains or losses will be reflected in the results of
operations. Expenditures for repairs or maintenance will be charged to
operations.

F-6
<PAGE>

PRS SUB VI, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

EARNINGS (LOSS) PER SHARE

The Company plans to follow the requirements of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). This statement
replaced the calculation of primary and fully diluted earnings per share with
Basic and Diluted earnings per share. Unlike primary earnings per share, basic
earnings per share excludes the dilutive effects of options, warrants and
convertible securities. Diluted earnings per share is very similar to the
previous computation for fully diluted earnings per share. Diluted earnings per
share would reflect the potential dilution that could occur if securities or
other agreements to issue common stock were exercised or converted into common
stock. Diluted earnings per share will be computed based upon the weighted
average number of common shares and dilutive common equivalent shares
outstanding. There were no common stock options, warrants or convertible
securities issued or outstanding during the periods presented.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company plans to follow the requirements of Statement of Financial
Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS 121
requires that if facts and circumstances indicate that the cost of fixed assets
or other assets may be impaired, an evaluation of recoverability would be
performed by comparing the estimated future undiscounted pre-tax cash flows
associated with the asset to the asset's carrying value to determine if a
write-down to market value or discounted pre-tax cash flow value would be
required.

COMPREHENSIVE INCOME

The Company plans to follow the requirements of Statement of Financial
Accounting Standards No. 130 (SFAS 130) "Reporting Comprehensive Income". This
statement establishes rules for the reporting of comprehensive income and its
components which require that certain items such as foreign currency translation
adjustments, unrealized gains and losses on certain investments in debt and
equity securities, minimum pension liability adjustments and unearned
compensation expense related to stock issuances to employees be presented as
separate components of stockholders' equity. The adoption of SFAS 130 had no
impact on total stockholders' equity for the periods presented in these
financial statements.

START-UP ACTIVITIES

The American Institute of Certified Public Accountants issued Statement of
Position (SOP 98-5), "Reporting the Cost of Start-Up Activities". SOP 98-5
requires start-up costs, as defined, to be expensed as incurred and is effective
for financial statements for fiscal years beginning after December 15, 1998. The
Company will follow the guidance of SOP 98-5 and expense all start-up costs as
they are incurred.

F-7
<PAGE>

PRS SUB VI, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

INCOME TAXES

The Company plans to follow the requirements of Statement of Financial
Accounting Standards No. 109 (SFAS 109) "Accounting for Income Taxes". SFAS 109
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statement carrying amounts and tax bases of assets and liabilities using enacted
tax rates in effect in the years in which the differences are expected to
reverse. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.

2. COMMITMENTS AND CONTINGENCIES

GOVERNMENT REGULATION

The Company is subject to local, state and federal laws of the jurisdictions in
which it operates. The Company also believes that it will be subject to the laws
of all jurisdictions of its participants and clients.

3. COMMON STOCK

The authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock, par value $.001 per share, of which 10,000,000 shares are issued
and outstanding at December 31, 1998 and 1999. As a result of an arrangement
with the Bankruptcy Court and PRS, ownership in the Company was provided to the
creditors and stockholders of PRS who received ten percent and five percent
respectively, of the outstanding stock of the Company upon the sale of the
Company and in contemplation of a merger.

F-8
<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934 as
amended, the Registrant caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized.

PRS Sub VI, Inc.

By: /s/ JOHN FROHLING
---------------------------------
President, Director

Dated: December 11, 2000

In accordance with Section 15(d) of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf of
the Company in the capacities and on the dates indicated.

SIGNATURES TITLE DATE

PRINCIPAL EXECUTIVE OFFICER:

/s/ JOHN FROHLING
----------------------------
John Frohling President December 11, 2000

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/s/ LINDA PELLEGRINO
----------------------------
Linda Pellegrino Secretary, Treasurer December 11, 2000

A MAJORITY OF THE BOARD OF DIRECTORS:

/s/ JOHN FROHLING
----------------------------------
Director

/s/ LINDA PELLEGRINO
----------------------------------
Director