U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 December 31, 1998, or
[ ] Transition report pursuant to section 13 or
15(d) of the Securities Exchange act of 1934 for the
transition period from to
Commission File No. 33-3583-S
PRESTIGE CAPITAL CORPORATION
(Name of Small Business Issuer as specified in its charter)
(Formerly Hood Ventures, Inc.)
Nevada 93-0945181
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
311 South State, Suite 400, Salt Lake City, Utah 84111
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: (801) 364-9262
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Check whether the issuer (1) filed all reports
required to be filed by sections 13 or 15(d) of the
Exchange Act during the past 12 months (or such
shorter period that the issuer was required to file
such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]
Check if there is no disclosure of delinquent filers
in response to Item 405 of Regulation S-B in this
form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive
proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The Registrant's revenues (consisting only of
interest income) for its most recent fiscal year: $0.
The aggregate market value of voting stock
held by non-affiliates: As of the date this
report is filed there is no public market for
the common stock of the issuer, so the
aggregate market value of such stock is $0.
As of December 31, 1998, the Registrant had
outstanding 380,000 shares of Common Stock, par
value $0.001. At September 30, 1999, the
Registrant had outstanding 9,680,000 shares of
Common Stock, par value $0.001.
Documents incorporated by reference: None.
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TABLE OF CONTENTS
ITEM NUMBER AND CAPTION Page
Part I
1. Description of Business 3
2. Description of Properties 7
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 7
Part II
5. Market for Common Equity and Related Stockholder Matters 7
6. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
7. Financial Statements 8
8. Changes in and Disagreements with Accountants 8
on Accounting and Financial Disclosure
Part III
9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act 9
10. Executive Compensation 10
11. Security Ownership of Certain Beneficial
Owners and Management 10
12. Certain Relationships and Related Transactions 12
13. Exhibits and Reports on Form 8-K 13
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FORWARD-LOOKING STATEMENT NOTICE
When used in this report, the words "may,"
"will," "expect," "anticipate," "continue,"
"estimate," "project," "intend," and similar
expressions are intended to identify forward-
looking statements within the meaning of Section 27a
of the Securities Act of 1933 and Section 21e of
the Securities Exchange Act of 1934 regarding
events, conditions, and financial trends that may
affect the Company's future plans of
operations, business strategy, operating results,
and financial position. Persons reviewing this
report are cautioned that any forward-looking
statements are not guarantees of future
performance and are subject to risks and
uncertainties and that actual results may differ
materially from those included within the forward-
looking statements as a result of various factors.
Such factors are discussed under the headings
"Item 1. Description of Business," and "Item 6.
Management's Discussion and Analysis of Financial
Condition and Results of Operations," and also
include general economic factors and conditions
that may directly or indirectly
impact the Company's financial condition or
results of
operations.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
For the past three years the Company has had no
active business operations, and has been seeking to
acquire an interest in a business with long-term
growth potential. The Company was originally
formed as a Utah corporation in February 1986. It
has been an inactive shell corporation for at
least the past 10 years. In January 1999, the
stockholders approved a change in domicile of the
Company from Utah to Nevada, and in connection
therewith a change in the Company's name to
Prestige Capital Corporation.
The Company currently has no commitment or
arrangement to participate in a business and cannot
now predict what type of business it may enter
into or acquire. It is emphasized that the business
objectives discussed herein are extremely general
and are not intended to be restrictive on the
discretion of the Company's management.
In September of 1999 the Company converted its notes
payable in the principal amount of $46,000, and
accrued interest to common stock at the rate of
$0.0076 per share, or a total of 9,300,000 shares.
The holders of the notes were Sonos Management
Corporation and Glen Ulmer, an officer and director.
Selection of a Business
The Company anticipates that businesses for possible
acquisition will be referred by various sources,
including its officers and directors, professional
advisors, securities broker-dealers, venture
capitalists, members of the financial community,
and others who may present unsolicited proposals.
The Company will not engage in any general
solicitation or advertising for a business
opportunity, and will rely on personal contacts of
its officers and directors and their affiliates, as
well as indirect associations between them and
other business and professional people. By
relying on "word of mouth", the Company may be
limited in the number of potential acquisitions it
can identify. While it is not presently
anticipated that the Company will engage
unaffiliated professional firms specializing in
business acquisitions or reorganizations, such firms
may be retained if management deems it in the best
interest of the Company.
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Compensation to a finder or business acquisition
firm may take various forms, including one-time
cash payments, payments based on a percentage of
revenues or product sales volume, payments involving
issuance of securities (including those of the
Company), or any combination of these or other
compensation arrangements. Consequently, the Company
is currently unable to predict the cost of
utilizing such services.
The Company will not restrict its search to any
particular business, industry, or geographical
location, and management reserves the right to
evaluate and enter into any type of business in
any location. The Company may participate in a newly
organized business venture or a more established
company entering a new phase of growth or in
need of additional capital to overcome existing
financial problems. Participation in a new
business venture entails greater risks since in
many instances management of such a venture will
not have proved its ability, the eventual market
of such venture's product or services will likely
not be established, and the profitability of the
venture will be unproved and cannot be predicted
accurately. If the Company participates in a more
established firm with existing financial
problems, it may be subjected to risk because
the financial resources of the Company may not
be adequate to eliminate or reverse the
circumstances leading to such financial problems.
In seeking a business venture, the decision of
management will not be controlled by an attempt
to take advantage of any anticipated or perceived
appeal of a specific industry, management group,
product, or industry, but will be based on the
business objective of seeking long-term capital
appreciation in the real value of the Company.
The analysis of new businesses will be undertaken by
or under the supervision of the officers and
directors. In analyzing prospective businesses,
management will consider, to the extent applicable,
the available technical, financial, and managerial
resources; working capital and other prospects for
the future; the 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;
the potential for growth and expansion; the
potential for profit; the perceived public
recognition or acceptance of products, services,
or trade or service marks; name identification; and
other relevant factors.
The decision to participate in a specific business
may be based on management's analysis of the
quality of the other firm's management and
personnel, the anticipated acceptability of new
products or marketing concepts, the merit of
technological changes, and other factors which
are difficult, if not impossible, to analyze
through any objective criteria. It is anticipated
that the results of operations of a specific firm may
not necessarily be indicative of the potential for
the future because of the requirement to
substantially shift marketing approaches, expand
significantly, change product emphasis, change or
substantially augment management, and other factors.
The Company will analyze all available factors
and make a determination based on a composite of
available facts, without reliance on any single
factor. The period within which the Company may
participate in a business cannot be predicted and
will depend on circumstances beyond the
Company's control, including the availability of
businesses, the time required for the Company to
complete its investigation and analysis of
prospective businesses, the time required to prepare
appropriate documents and agreements providing for
the Company's participation, and other circumstances.
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Acquisition of a Business
In implementing a structure for a particular business
acquisition, the Company may become a party to
a merger, consolidation, or other reorganization
with another corporation or entity; joint venture;
license; purchase and sale of assets; or purchase
and sale of stock, the exact nature of which cannot
now be predicted. Notwithstanding the above, the
Company does not intend to participate in a
business through the purchase of minority stock
positions. On the consummation of a transaction, it
is likely that the present management and
shareholders of the Company will not be in control
of the Company. In addition, a majority or all of
the Company's directors may, as part of the
terms of the acquisition transaction, resign and be
replaced by new directors without a vote of the
Company's shareholders.
In connection with the Company's acquisition of a
business, the present shareholders of the
Company, including officers and directors, may, as
a negotiated element of the acquisition, sell a
portion or all of the Company's Common Stock held by
them at a significant premium over their original
investment in the Company. It is not unusual
for affiliates of the entity participating in
the reorganization to negotiate to purchase shares
held by the present shareholders in order to reduce
the number of "restricted securities" held by
persons no longer affiliated with the Company
and thereby reduce the potential adverse impact on
the public market in the Company's Common Stock that
could result from substantial sales of such shares
after the restrictions no longer apply. As a
result of such sales, affiliates of the
entity participating in the business
reorganization with the Company would acquire a
higher percentage of equity ownership in the
Company. Public investors will not receive any
portion of the premium that may be paid in the
foregoing circumstances. Furthermore, the Company's
shareholders may not be afforded an opportunity to
approve or consent to any particular stock buy-out
transaction.
In the event sales of shares by present
shareholders of the Company, including officers
and directors, is a negotiated element of a
future acquisition, a conflict of interest may arise
because directors will be negotiating for the
acquisition on behalf of the Company and for sale of
their shares for their own respective accounts.
Where a business opportunity is well suited for
acquisition by the Company, but affiliates of the
business opportunity impose a condition that
management sell their shares at a price which is
unacceptable to them, management may not sacrifice
their financial interest for the Company to
complete the transaction. Where the business
opportunity is not well suited, but the price
offered management for their shares is high,
management will be tempted to effect the
acquisition to realize a substantial gain on
their shares in the Company. Management has not
adopted any policy for resolving the foregoing
potential conflicts, should they arise, and does not
intend to obtain an independent appraisal to
determine whether any price that may be offered for
their shares is fair. Stockholders must rely,
instead, on the obligation of management to fulfill
its fiduciary duty under state law to act in the
best interests of the Company and its stockholders.
It is anticipated that any securities issued
in any such reorganization would be issued in
reliance on exemptions from registration under
applicable federal and state securities laws. In
some circumstances, however, as a negotiated element
of the transaction, the Company may agree to
register such securities either at the time the
transaction is consummated, under certain conditions,
or at specified times thereafter. Although the terms
of such registration rights and the number of
securities, if any, which may be registered cannot
be predicted, it may be expected that registration
of securities by the Company in these circumstances
would entail substantial expense to the Company.
The issuance of substantial additional securities
and their potential sale into any trading market
that may develop in the Company's securities may
have a depressive effect on such market.
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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 structure
the acquisition as a so-called "tax-free" event
under sections 351 or 368(a) of the Internal Revenue
Code of 1986, (the "Code"). In order to obtain tax-
free treatment under section 351 of the Code, it
would be necessary for the owners of the acquired
business to own 80% or more of the voting stock of
the surviving entity. In such event, the
shareholders of the Company would retain less than
20% of the issued and outstanding shares of the
surviving entity. Section 368(a)(1) of the Code
provides for tax-free treatment of certain
business reorganizations between corporate
entities where one corporation is merged with
or acquires the securities or assets of
another corporation. Generally, the Company will be
the acquiring corporation in such a business
reorganization, and the tax-free status of the
transaction will not depend on the issuance of
any specific amount of the Company's voting
securities. It is not uncommon, however, that as a
negotiated element of a transaction completed in
reliance on section 368, the acquiring
corporation issue securities in such an amount
that the shareholders of the acquired corporation
will hold 50% or more of the voting stock of the
surviving entity. Consequently, there is a
substantial possibility that the shareholders of
the Company immediately prior to the transaction
would retain less than 50% of the issued and
outstanding shares of the surviving entity.
Therefore, regardless of the form of the business
acquisition, it may be anticipated that
stockholders immediately prior to the
transaction will experience a significant
reduction in their percentage of ownership in the
Company.
Notwithstanding the fact that the Company is
technically the acquiring entity in the foregoing
circumstances, generally accepted accounting
principles will ordinarily require that such
transaction be accounted for as if the Company had
been acquired by the other entity owning the
business and, therefore, will not permit a write-up
in the carrying value of the assets of the other
company.
The manner in which the Company participates in a
business will depend on the nature of the
business, the respective needs and desires of the
Company and other parties, the management of the
business, and the relative negotiating strength of
the Company and such other management.
The Company will participate in a business only
after the negotiation and execution of
appropriate written agreements. Although the
terms of such agreements cannot be predicted,
generally such agreements will require specific
representations and warranties by all of the
parties thereto, will specify certain events of
default, will detail the terms of closing and the
conditions which must be satisfied by each of the
parties prior to such closing, will outline the
manner of bearing costs if the transaction is not
closed, will set forth remedies on default, and
will include miscellaneous other terms.
Operation of Business After Acquisition
The Company's operation following its acquisition of
a business will be dependent on the nature of the
business and the interest acquired. The Company is
unable to predict whether the Company will be in
control of the business or whether present management
will be in control of the Company following the
acquisition. It may be expected that the business
will present various risks, which cannot be
predicted at the present time.
Governmental Regulation
It is impossible to predict the government
regulation, if any, to which the Company may be
subject until it has acquired an interest in a
business. The use of assets and/or conduct of
businesses that the Company may acquire could
subject it to environmental, public health and
safety, land use, trade, or other governmental
regulations and state or local taxation. In
selecting a business in which to acquire an
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interest, management will endeavor to ascertain,
to the extent of the limited resources of the
Company, the effects of such government
regulation on the prospective business of the
Company. In certain circumstances, however, such as
the acquisition of an interest in a new or start-
up business activity, it may not be possible to
predict with any degree of accuracy the impact of
government regulation. The inability to ascertain
the effect of government regulation on a
prospective business activity will make the
acquisition of an interest in such business a
higher risk.
Competition
The Company will be involved in intense competition
with other business entities, many of which will
have a competitive edge over the Company by virtue
of their stronger financial resources and prior
experience in business. There is no assurance that
the Company will be successful in obtaining suitable
investments.
Employees
The Company is a development stage company and
currently has no employees. Executive officers, who
are not compensated for their time contributed to
the Company, will devote only such time to the
affairs of the Company as they deem appropriate,
which is estimated to be approximately 20 hours
per month per person. Management of the Company
expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as
it is seeking and evaluating businesses. The
need for employees and their availability will
be addressed in connection with a decision whether
or not to acquire or participate in a specific
business industry.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company utilizes office space at 311 South
State, Suite 400, Salt Lake City, Utah 84111,
provided by Lynn Dixon, a principal shareholder. The
Company does not pay rent for this office space.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings,
and to the best of its knowledge, no such
proceedings by or against the Company have been
threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders
in the fourth quarter of 1998.
PART III
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There has been no public trading market for the
Company's common stock for at least the past ten
years. Following the filing of this report, the
Company will seek out one or more stock
brokerage firms to make a market in the Company's
common stock and submit an application for
quotation of the Company's common stock on the
OTC Bulletin Board operated by the National
Association of Securities Dealers, Inc., or the
"Pink Sheets" operated by the National Quotation
Bureau. There is no assurance that a trading market
in the common stock will be established in the
future.
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Since its inception, no dividends have been paid on
the Company's common stock. The Company intends to
retain any earnings for use in its business
activities, so it is not expected that any
dividends on the common stock will be declared and
paid in the foreseeable future.
On September 30, 1999, there were approximately 78
holders of record of the Company's Common Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Years Ended December 31, 1998 and 1997
The Company had no revenue during the last two
years. The Company had no general and
administrative expenses in 1997, but did incur
$9,355 of such expenses in 1998. General and
administrative expenses during 1998, consisted
of fees and related expenses associated with
reviving the Company. In 1997 and 1998 the
Company recognized interest expense of $2,000 in
each year, which represents interest on two
obligations, (1) in the principal amount of
$26,000 owed to Sonos Management Corporation, and
(2) in the principal amount of $20,000 owed to Glen
Ulmer. The Company realized a net loss of $11,355 in
1998 and a loss of $2,000 in 1997. The Company
does not expect to generate any revenue unless and
until it acquires an interest in an operating
company.
Liquidity and Capital Resources
At December 31, 1998, the Company had a working
capital deficit of $28,186. This deficit is
largely attributable to debt and interest
obligations owed to affiliates of the Company, who
have not pressed the Company for payment in hopes
the Company will locate a business venture in which
to participate that will serve as a resource for
payment of the obligations. The Company's current
plan is to handle the administrative and
reporting requirements of a public company; and
search for potential businesses, products,
technologies and companies for acquisition. At
present, the Company has no understandings,
commitments or agreements with respect to the
acquisition of any business, product, technology
or company and there can be no assurance that the
Company will identify any such business, product,
technology or company suitable for acquisition in
the future. Further, there can be no assurance
that the Company would be successful in consummating
any acquisition on favorable terms or that it will
be able to profitably manage the business, product,
technology or company it acquires. The Company's
ability to pursue its plan is dependent on the
continued forbearance of its affiliated
creditors and their willingness to advance
additional funds to the Company as needed.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company appear at the
end of this report beginning with the Index to
Financial Statements on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with
accountants in the past three years.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors and Officers
The following table sets forth the names, ages,
and positions with the Company for each of the
directors and officers of the Company.
Name Age Positions Since
Glen R. Ulmer 55 President and Director 1999
Paul W. Nielsen 78 Vice President and Director 1989
George P. Horton 66 Secretary/ Treasurer and Director 1989
All directors hold office until the next annual
meeting of stockholders and until their successors
are elected and qualify. Officers serve at the
discretion of the Board of Directors.
The following is information on the business
experience of each director and officer.
Glen R. Ulmer is a graduate of Utah Technological
College in cosmetology and the Utah College of
Massage Therapy, and is nationally certified as a
Sports Massage Therapist. Mr. Ulmer has been self-
employed since 1977. Mr. Ulmer has been a director of
several public companies.
Paul W. Nielsen has been retired since 1984. Mr.
Nielsen is currently serving as an officer of
Prestige Capital Corporation and Fashion Tech
International, Inc.
George R. Horton is a graduate of Brigham Young
University in animal husbandry and the
University of Utah in secondary education.
Currently, Mr. Horton is serving as the chief
executive officer of Sonos Management Corporation and
MG Inc. and the secretary and treasurer of Fashion
Tech International, Inc. and Prestige Capital
Corporation, all of which are public companies.
Other Shell Company Activities
Mr. Ulmer, Mr. Nielsen and Mr. Horton are currently
officers and directors of Fashion Tech International,
Inc. Mr. Ulmer and Mr. Horton are officers and
directors of MG Inc. In addition, Mr. Ulmer has
been an officer and director of Inland Pacific
Resources, Inc., Business Valet Services, Inc.,
First Growth Investors, Inc., Digital Home
Theater Systems, Inc., Info Investors, Inc. and
Foreplay Golf and Travel, Inc. All of the
aforementioned companies are non-reporting publicly
held shell corporations seeking a business
acquisition. The possibility exists that one or
more of the officers and directors of the Company
could become officers and/or directors of other
shell companies in the future, although they have no
intention of doing so at the present time.
Certain conflicts of interest are inherent in
the participation of the Company's officers and
directors as management in other shell companies,
which may be difficult, if not impossible, to
resolve in all cases in the best interests of the
Company. Failure by
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management to conduct the Company's business in its
best interests may result in liability of management
of the Company to the shareholders.
ITEM 10. EXECUTIVE COMPENSATION
The Company has no agreement or understanding,
express or implied, with any officer, director, or
principal stockholder, or their affiliates or
associates, regarding employment with the Company
or compensation for services. There is no
understanding between the Company and any of its
present stockholders regarding the sale of a portion
or all of the common stock currently held by them
in connection with any future participation by
the Company in a business. There are no other plans,
understandings, or arrangements whereby any of the
Company's officers, directors, or principal
stockholders, or any of their affiliates or
associates, would receive funds, stock, or other
assets in connection with the Company's
participation in a business. No advances have been
made or contemplated by the Company to any of its
officers, directors, or principal stockholders, or
any of their affiliates or associates.
There is no policy that prevents management from
adopting a plan or agreement in the future that
would provide for cash or stock based compensation
for services rendered to the Company.
On acquisition of a business, it is possible
that current management will resign and be replaced
by persons associated with the business acquired,
particularly if the Company participates in a
business by effecting a stock exchange, merger,
or consolidation. In the event that any member of
current management remains after effecting a
business acquisition, that member's time commitment
and compensation will likely be adjusted based on
the nature and location of such business and
the services required, which cannot now be foreseen.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of October 1,
1999, the number and percentage of the outstanding
shares of common stock which, according to the
information supplied to the Company, were
beneficially owned by (i) each person who is
currently a director of the Company, (ii) each
executive officer, (iii) all current directors and
executive officers of the Company as a group and
(iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of
the outstanding common stock. Except as otherwise
indicated, the persons named in the table have sole
voting and dispositive power with respect to all
shares beneficially owned, subject to community
property laws where applicable.
Common Percent
Shares of Class
Principal Stockholders
Lynn Dixon 930,600 9.6
311 S. State Street, Suite 465
Salt Lake City, UT 84111
Sonos Management Corporation (1) 668,900 6.9
1340 East 1300 North
Springville, UT 84663
Melissa Epperson 834,600 8.6
34 North Fox Hill Road
North Salt Lake, UT 84054
Pam Jowett 834,600 8.6
2508 South 1300 East
Salt Lake City, UT
84106
Trinity American Corporation 834,600 8.6
800 Kings Hwy. North, Suite 900
Cherry Hill, NJ 08034
D. Greg Steinicke 907,620 9.4
5616 South 2775 West
Salt Lake City, UT 84118
James Purser 907,620 9.4
3353 South 1300 East
Salt Lake City, UT 84106
L Mark Pratt 907,620 9.4
485 West 4800 South
Salt Lake City, UT 84123
Clair Olson 907,620 9.4
768 Gull Avenue
Foster City, CA 94404
Jason F. Williams 907,620 9.4
544 South 50 West
Farmington, UT 84025
Robsal, Inc. 834,600 8.6
2472 Broadway, Suite 137
New York, NY 10025
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Officers and Directors
Glen R. Ulmer -0- -0-
Paul W. Nielsen 15,000 0.15
George R. Horton (1) 678,900 7.0
All officers and directors as 7.15
A group (3 persons)
(1) Mr. Horton is the President and sole
director of Sonos Management Corporation, but is
not a stockholder. Accordingly, Mr. Horton may
be deemed to have shared voting and investment
control of such shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Glen R. Ulmer, an officer and director of the Company
made a loan to the Company in 1999 in the amount of
$20,000. The loan bears interest at the rate of
eight percent per annum and is payable on demand.
Additional loans were made to the Company in 1989
and 1998 by Sonos Management Corporation in the
amount of $26,000, which are payable on demand and
bear interest at the rate of eight percent per
annum. The proceeds of the loans were and will be
used to revive the Company and cover the costs
associated with bringing its reporting obligations
under the Securities Exchange Act of 1934 current.
In September 1999 Sonos Management Corporation and
Glen Ulmer converted the principal amount of
their notes and accrued interest to common stock
at a conversion rate of $0.0076 per share, or a
total of 9,300,000. As a result of the transactions,
these parties acquired approximately 96.2% of the
issued and outstanding common stock of the Company.
Subsequent to the note conversions, Sonos Management
Corporation and Glen Ulmer sold a portion of the
shares received in privately negotiated transactions
to 10 persons, who are listed under "Item 11.
Security Ownership of Certain Beneficial Owners and
Management."
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ITEM 13.
EXHIBITS AND REPORTS ON FORM 8-K
Copies of the following documents are included
as exhibits to this report pursuant to Item 601 of
Regulation S-B.
Exhibits.
Exhibit SEC Ref. Title of Document Location*
No. No.
1 (3)(i) Articles of Incorporation E-1
2 (3)(ii) By-Laws E-5
3 (2) Articles of Merger E-13
4 (10) Promissory Note/ Sonos (formerly
Southwick, Inc.) E-15
5 (10) Promissory Note/ Sonos Management Corp. E-16
6 (10) Promissory Note/ Ulmer E-17
7 (27) Financial Data Schedules *
* The Financial Data Schedule is presented only in the electronic
filing with the Securities and Exchange Commission.
FORM 8-K FILINGS
No reports on Form 8-K were filed in the last calendar quarter of 1998.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PRESTIGE CAPITAL CORPORATION
Date: November 16, 1999 By: /s/ Glen R. Ulmer, President
13
<PAGE>
In accordance with the Exchange Act, this report has been
signed by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Dated: November 16, 1999 /s/ Glen R. Ulmer, Director
Dated: November 16, 1999 /s/ Paul W. Nielsen, Director
Dated: November 16, 1999 /s/ George R. Horton, Director
14
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Financial Statements
December 31, 1998 and 1997
CONTENTS
Independent Auditors' Report F-2
Balance Sheet F-3
Statements of Operations F-4
Statements of Stockholders' Equity F-5
Statements of Cash Flows F-8
Notes to the Financial Statements F-11
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Prestige Capital Corporation
Salt Lake City, Utah
We have audited the accompanying balance sheets
of Prestige Capital Corporation (a development
stage company) as of December 31, 1998 and
1997, and the related statements of operations,
stockholders' equity (deficit) and cash flows for
the years ended December 31, 1998, 1997 and 1996
and from the beginning of the development stage on
January 1, 1988 through December 31, 1998.
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
Prestige Capital Corporation (a development stage
company) as of December 31, 1998 and 1997, and the
results of its operations and its cash flows
for the years ended December 31, 1998, 1997
and 1996 and from the beginning of the
development stage on January 1, 1988 through
December 31, 1998, in conformity with
generally accepted accounting principles.
The accompanying financial statements have
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 results 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 the Note 3. The
financial statements do not include any
adjustments that might result from the outcome of
this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
January 10, 1999
F-2
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
December 31,
1998 1997
CURRENT ASSETS
Cash $ 100 $ -
Total Current Assets 100 -
TOTAL ASSETS $ 100 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued interest $ 18,931 $16,931
Accounts payable 8,355 -
Notes payable - related party (Note 2) 1,000 -
Total Current Liabilities 28,286 16,931
LONG-TERM LIABILITIES
Note payable - related party (Note 2) 25,000 25,000
Total Long-Term Liabilities 25,000 25,000
Total Liabilities 53,286 41,931
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized: 50,000,000 common
Shares at $0.001 par value; 380,000 and
370,000 shares issued and outstanding,
respectively 380 370
Capital in excess of par value 268,587 268,497
Deficit accumulated during the
development stage (322,153) (310,798)
Total Stockholders' Equity (Deficit) ( 53,186) ( 41,931)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 100 $ -
The accompanying notes are an integral part of these financial statements.
F-3
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
For the February 7,
Years Ended 1986 Through
December 31, December 31,
1998 1997 1996 1998
REVENUES $ - $ - $ - $ -
EXPENSES
General and administrative 9,355 - - 53,222
Interest expense 2,000 2,000 2,000 18,931
Total Expenses 11,355 2,000 2,000 72,153
DISPOSAL OF ASSETS - - - 250,000
NET LOSS $(11,355) $ (2,000) $ (2,000) $(322,153)
BASIC LOSS PER SHARE $ (0.03) $ (0.00) $ (0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES 370,000 370,000 370,000
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance from inception on
February 7, 1986 - $ - $ - $ -
February 7, 1986, common stock
issued to officers at $0.001 per
share for cash 1,500,000 1,500 3,500 -
March 16, 1987, common stock
issued to public at $0.50 per
share for cash 150,000 150 249,850 -
Issuance costs - - (46,133) -
Reduction of insider shares (1,400,000) (1,400) 1,400 -
July 21, 1989, common stock
issued to shareholder at $0.001
per share for film recorded at
predecessor cost 120,000 120 - -
Net loss for the period from
inception on February 7, 1986
through December 31, 1995 - - - (306,798)
Balance, December 31, 1995 370,000 370 268,497 (306,798)
Net loss for the year ended
December 31, 1996 - - - (2,000)
Balance, December 31, 1996 370,000 370 268,497 (308,798)
Net loss for the year ended
December 31, 1997 - - - (2,000)
Balance, December 31, 1997 370,000 $ 370 $ 268,497 $ (310,798)
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance, December 31, 1997 370,000 $ 370 $ 268,497 $ (310,798)
December 31, 1998, common
stock issued to a shareholder
at $0.01 par value for cash 10,000 10 90 -
Net loss for the year ended
December 31, 1998 - - - (11,355)
Balance, December 31, 1998 380,000 $ 380 $ 268,587 $ (322,153)
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION> From
Inception on
For the February 7,
Years Ended 1986 Through
December 31, December 31,
1998 1997 1996 1998
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (11,355) $ (2,000) $ (2,000) $ (322,153)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Loss from disposal of assets - - - 250,000
Changes in operating assets and liability
accounts:
Increase (decrease) in accounts payable 8,355 - - 8,355
Increase (decrease) in accrued interest 2,000 2,000 2,000 18,931
(Increase) in inventory - - - (165,000)
Net Cash (Used) by Operating Activities (1,000) - - (209,867)
CASH FLOWS FROM INVESTING ACTIVITIES - - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party 1,000 - - 1,000
Issuance of common stock for cash 100 - - 208,967
Net Cash Provided by Financing
Activities 1,100 - - 209,967
NET INCREASE (DECREASE) IN CASH 100 - - 100
CASH AT BEGINNING OF PERIOD - - - -
CASH AT END OF PERIOD $ 100 $ - $ - $ 100
CASH PAYMENTS FOR:
Income taxes $ - $ - $ - $ -
Interest $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Issuance of stock for inventory $ - $ - $ - $ 60,000
Issuance of note payable for inventory $ - $ - $ - $ 25,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Prestige Capital Corporation (the Company) was
originally incorporated on February 7, 1986, as a Utah
Corporation under the name of Hood Ventures, Inc.
On December 31, 1998, the name was changed to
Prestige Capital Corporation. On December 31, 1998,
Hood Ventures, Inc. of Utah merged with Prestige
Capital Corporation, a Nevada corporation, leaving
the Nevada corporation as the surviving company.
Currently the Company is seeking new business
opportunities believed to hold a potential profit
or to merge with an existing company and is
classified as a development stage company.
b. Accounting Method
The Company's financial statements are prepared
using the accrual method of accounting. The
Company has adopted a December 31 year end.
c. Basic Loss Per Share
The computations of basic loss per share of common
stock are based on the weighted average number of
shares issued and outstanding at the date of the
financial statements.
d. Use of Estimates
The preparation of financial statements in conformity
withgenerally 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 statement and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when
purchased to be cash equivalents.
f. Provision for Taxes
At December 31, 1998, the Company had net
operating loss carryforwards of approximately
$310,000 that may be offset against future taxable
income through 2013. No tax benefit has been
reported in the financial statements, because the
potential tax benefits of the net
operating loss carryforwards are offset by a
valuation allowance of the same amount.
F-8
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 2 - RELATED PARTY TRANSACTIONS
On July 21, 1989, 120,000 shares of common stock were
issued to officers and directors of the Company for
the purchase of a film.
The Company has notes payable to an officer totaling
$26,000 at December 31, 1998. The notes are
unsecured and due upon demand. Interest in imputed
on the note at 8% per annum.
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 does not have significant
cash or other material assets, nor does it
have an established 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 seek a merger with an
existing, operating company. In the interim,
shareholders of the Company have committed to
meeting its minimal operating expenses.
NOTE 4 - REVERSE STOCK SPLIT
On May 12, 1987, the Board of Directors of the
Company approved a 150-for-1 forward stock split and
on December 15, 1998, the Board of Directors of the
Company approved a 1-for-500 reverse stock split
while retaining the authorized shares at 50,000,000
and retaining the par value at $0.001. This change
has been applied to the financial statements on a
retroactive basis back to inception of the Company.
F-9
Exhibit No. 1
Prestige Captial Corporation
Form 10-K
File No. 33-3583-S
ARTICLES OF INCORPORATION
OF
PRESTIGE CAPITAL CORPORATION
We, the undersigned. natural persons of twenty-one years
or more of age, acting as incorporators of a corporation (the
"Corporation") under the Nevada Revised Statutes adopt the
following Articles of Incorporation for the Corporation:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is PRESITGE CAPITAL CORPORATION.
ARTICLE II
DURATION
The Corporation shall exist perpetually or until dissolved
according to law.
ARTICLE III
PURPOSE
The purpose of the Corporation shall be to conduct any or
all lawful business for which corporations may be organized under
said Nevada Revised Statutes as from time to time authorized by
its Board of Directors, including but not limited to:
(a) To enter into any lawful arrangement for sharing
profits, union of interest, reciprocal association or cooperative
association with any corporation, association, partnership,
individual or other legal entity for the carrying on of any
business and to enter into any general or limited partnership for
the carrying on of any business; and
(b) To conduct business anywhere in the world. In pursuit
of this purpose, the Corporation will have all the powers granted
to it by law.
E-1
<PAGE>
ARTICLE IV
SHARES
The aggregate number of shares which the Corporation
shall have authority to issue is 50,000,000 shares of common
stock having a par value of $0.001 per share The board of
directors of the Corporation may, from time to time, in their
sole discretion, prescribe and authorize the issuance of
additional classes and series of stock with distinguishing
designations and the number of each such class or series of
stock and the voting powers, designations, preferences,
limitations, restrictions and relative rights authorized. The
aggregate number of shares of stock, in addition to common
stock, the Corporation shall have authority to issue is
50,000,000 shares having no par value.
All voting rights appurtenant to shares of stock of the
Corporation shall be exercised by the holders of the common
stock. Each share of common stock shall be entitled to one
vote. All shares of common stock shall be of the same series
and shall entitle the holders thereof to equal rights in all
respects.
ARTICLE V
REGULATION OF INTERNAL AFFAIRS
Section 1. Shareholders' Meetings. Meetings of
shareholders may be called by the President or by any one
director or by any number of shareholders owning not less than
ten percent of the outstanding shares entitled to vote at such
meeting. Notice of shareholders' meetings shall be given in
writing by mailing such notice to the address of every
shareholder, at the last known address of such shareholder, at
least ten days prior to the date and hour of said meeting.
Publication of notice of a shareholders' meeting is not
required for any purpose. Any notice required to be given any
shareholders of this Corporation may be waived by written
instrument signed by such shareholders.
Section 2. Bylaws. Subject to repeal or change by action
of the shareholders, the majority of the directors may adopt
bylaws for the Corporation, and may alter, amend or repeal the
bylaws or adopt new bylaws, which are consistent with these
Articles and the laws of the State of Nevada.
ARTICLE VI
PREEMPTIVE RIGHTS
The shareholders of common stock of the Corporation shall
have no pre-emptive rights to acquire unissued shares of common
stock of the Corporation.
E-2
<PAGE>
ARTICLE VII
REGISTERED OFFICE AND AGENT
The address of initial registered office of the
Corporation is One East First Street, Reno Nevada 89501 and the
name of its initial registered agent at such address is The
Corporation Trust Company of Nevada.
ARTICLE VIII
DIRECTORS
The number of directors which shall constitute the Board of
Directors of the Corporation shall be three or more unless the
number of shareholders is fewer than three, in which case the
number of directors may be the same as the number of
shareholders. The number of directors shall be fixed by the
bylaws. The number of directors constituting the initial Board
of Directors of the Corporation shall be three and the names and
addresses of the initial directors are:
Paul W. Nielsen 1118 South Woodfield Road
South Jordan, UT 84095
George R. Horton 1340 East 130 North
Springville, UT 84663
George A. Burch 1541 Waterbury Drive
Holladay, UT 84121
ARTICLE IX
INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
Rand M. Elison 455 East 500 South, Suite 300
Salt Lake City, UT 84111
DATED this 15th day of December. 1998.
By: /s/ Rand M. Elison
E-3
<PAGE>
STATE OF UTAH
)ss
COUNTY OF SALT LAKE
1, Elaine MacFarlane, a Notary Public, hereby certify that
on the 16th day of March, 1998 personally appeared before me
Rand M. Elison, who, being by me first duly sworn, declared that
he is the person who signed the foregoing Articles of
Incorporation as incorporator, and that the statements contained
therein are true.
Dated this 15th day of December, 1998.
By:/s/ Notary Public
E-4
<PAGE>
E - 5
Exhibit No. 2
Prestige Captial Corporation
Form 10-K
File No. 33-3583-S
BYLAWS
OF
PRESTIGE CAPITAL CORPORATION
ARTICLE I
OFFICES
The registered office of Prestige Capital Corporation (the
"Corporation") in the State of Nevada shall be at One East
First Street, Reno, Nevada and its registered agent at such
address shall be The Corporation Trust Company of Nevada.
ARTICLE 11
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 2nd Tuesday of the month of
March or such other day and month in each year as shall be
designated by the board of directors (unless that day is a legal
holiday, and then on the next succeeding day that is not a legal
holiday), beginning with the year 1999, at the hour of 10:00
a.m., for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting. If the election of directors shall not be held on the
day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders.
Section 2. Special Meeting. Special meetings of the
shareholders, for any purpose or purposes, may be called by the
President, Chairman of the Board, the board of directors, or by
any director, and shall be called by the President at the
request of the holders of not less than one-tenth of all the
outstanding shares of the Corporation entitled to vote at the
meeting.
Section 3. Place of Meeting. The place of meeting for
all annual meetings or for all special meetings shall be at
the Corporation's registered office, unless the board of
directors designates another place, either within or without
the State of Utah, or the United States of America.
Section 4. Notice of Meeting. Written or printed notice
stating the place, day, and hour of the meeting, and, in case of
a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or
by mail, by or at the direction of the President, the secretary,
or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed delivered when deposited in
the United States mail addressed to the shareholder at his address as
it appears on the stock transfer books of the Corporation, with postage
thereon prepaid.
E-5
<PAGE>
Section 5. Quorum. A majority of the outstanding shares
of the Corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding
shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Shares shall not be
counted to make up a quorum for a meeting if voting of them at
the meeting has been enjoined or for any reason they cannot be
lawfully voted at the meeting.
Section 6. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 7. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject
shall be the act of the shareholders, unless the vote of a
greater number or voting by class is required by the Nevada
Revised Statutes or the Articles of Incorporation.
Section 8. Fixing Record Date for Meeting. The stock
transfer books of the Corporation shall not be closed for the
purpose of determining shareholders entitled to notice of or to
vote at a meeting of the shareholders but, in lieu thereof, the
date on which notice is given in accordance with Section 4 above
shall be the record date for those purposes. Such date shall not
be more than fifty nor less than ten days before the date of the
meeting. When a determination of shareholders entitled to vote
at any meeting of shareholders has been made under this section,
such determination shall apply to any adjournment thereof.
Section 9. Voting List. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall
make, at least ten days before each meeting of shareholders a
complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by
each, which list, for a period of ten days prior to the meeting,
shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original
stock transfer books shall be prima facie evidence as to who are
the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders.
Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such
meeting.
E-6
<PAGE>
Section 10. Informal Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors. The
Board of Directors shall determine matters of corporate policy
and perform such duties as are required of it, by law.
Section 2. Consideration for Shares. Shares may be issued
for such consideration expressed in dollars, not less than the
par value thereof, as shall be fixed from time to time by the
Board of Directors.
The consideration for the issuance of shares may be paid,
in whole or in part, in money, promissory notes, or other
property, tangible or intangible, or in labor or services
actually performed or to be performed for the Corporation.
In the absence of fraud in the transaction, judgment of
the Board of Directors as to the value of the consideration
received for shares shall be conclusive.
Section 3. Number Tenure, and Qualifications. The number
of directors of the Corporation shall be three (3). Each
director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected.
Directors need not be residents of the State of Utah, citizens
of the United States, nor shareholders of the Corporation.
Section 4. Regular Meeting. A regular meeting of the Board
of Directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors shall provide, by
resolution, the time and place for the holding of regular
meetings, either within or without the State of Nevada, without
other notice than such resolution.
Section 5. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of
Nevada, as the place for the holding of any special meeting of
the Board of Directors called by them.
Section 6. Notice. Notice of any special meeting shall be
given at least ten (10) days previously thereto by written
notice delivered personally or mailed to each director at his
business address or by telegram. If mailed, notice shall be
deemed to be delivered when placed in the United States mail
or, if telegraphed the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver
E-7
<PAGE>
of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice
of such meeting.
Section 7. Quorum. A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 8. Manner of Acting; Minutes. The act of the
majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors. Minutes
of the proceedings of Board of Directors' meetings shall be
prepared and shall be made available to shareholders.
Section 9. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board
of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office and
shall serve until his successor is duly chosen and qualified.
Any directorship to be filled by reason of an increase in the
number of directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that
purpose, unless at such a meeting the shareholders delegate the
filling of such vacancy to the Board of Directors.
Section 10. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person
acting as Secretary of the meeting before the adjournment
thereof or shall forward such dissent to the Secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 11. Informal Action by Directors. Any action
required to be taken at a meeting of the directors, or any
action which may be taken at a meeting of the directors, may be
taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all the directors.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be
a President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any person may hold two or
more offices except that the President shall not also be the
Secretary.
E-8
<PAGE>
Section 2. Election and Term of Office. The officers of
the Corporation to be elected by the Board of Directors shall
be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual
meeting of the shareholders. Each officer shall hold office
until his successor shall have been duly elected or until his
death or until he shall resign or shall have been removed in
the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board
of Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person
so removed.
Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification, or otherwise,
may be filled by the Board of Directors for the unexpired
portion of the term.
Section 5. President. The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and
control all of the business and affairs of the Corporation. The
President shall have power to assign work, hire and discharge
employees, determine the compensation of employees, purchase
supplies, allocate vacation periods, grant leaves to employees,
collect outstanding accounts, borrow money in the ordinary
course of business, and to do all acts necessary to the conduct
of the business of the Corporation. He shall, when present,
preside at all meetings of the shareholders and of the Board of
Directors. He may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any
deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall
perform all duties as may be prescribed by the Board of
Directors from time to time.
Section 6. Secretary. The
Secretary shall:
(a) keep the minutes of the shareholders' and of
the Board of Directors' meetings in one or more books
provided for that purpose;
(b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law;
(c) be custodian of the corporate records and of the
seal of the Corporation and see that the seal of the
Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly
authorized;
(d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary
by such shareholder;
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(e) sign with the President certificates for shares
of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors;
(f) have general charge of the stock record books of
the Corporation; and
(g) in general perform all duties incident to the
office of Secretary and such other duties as from time to
time may be assigned to him by the President or the Board of
Directors.
Section 7. Treasurer. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall
have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for
monies due and payable to the Corporation from any source
whatsoever,. and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of
Article V of these Bylaws.
Section 9. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 2. Loans. No loan shall be contracted on behalf
of the Corporation and no evidence of indebtedness shall be
issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or
confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts, or
other orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents, of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies, or
other depositories as the Board of Directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certification for Shares. Certificates
representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors-. Such
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certificates shall be signed by the President or Vice President
and by the Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be
entered on the stock record books of the Corporation. All
certificates surrendered to the Corporation for transfer, shall
be canceled and no new certificates shall be issued until the
former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost,
destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock record books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority
to transfer, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
ARTICLE VII
ACCOUNTING
Full and accurate books of account shall be kept in
accordance with good accounting practices. Such books of
account shall be available for inspection by any shareholder at
all reasonable times. All corporate purchases shall be made on
account and all accounts shall be paid by check. So far as
possible, no cash outlays shall be made.
The fiscal year of the Corporation shall begin on the 1st
day of January and end on the 31st day of December in each
year.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in
the manner and, upon the terms and conditions provided by law
and its articles of incorporation.
ARTICLE IX
SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation, the state of incorporation
and the words "Corporate Seal."
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ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given to any
shareholder or director of the Corporation under the provisions
of these Bylaws or under the provisions of the articles of
incorporation, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XI
AMENDMENTS
These Bylaws may be amended or repealed by the Board of
Directors at any meeting or by the shareholders at any meeting.
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the
undersigned is the Secretary of Prestige Capital Corporation, a
corporation duly organized and existing under and by virtue of
the laws of the state of Nevada; that the above and foregoing
Bylaws of said Corporation were duly and regularly adopted as
such by the Board of Directors of said Corporation by written
consent in lieu of meeting; the above and foregoing Bylaws were
ratified by the Shareholders of said Corporation by written
consent in lieu of meeting and that the above and foregoing
Bylaws are now in full force and effect.
Dated: December 15, 1998
By: /s/ G.R. Horton
Secretary
[Corporate Seal]
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Exhibit No. 3
Prestige Captial Corporation
Form 10-K
File No. 33-3583-S
ARTICLES OF MERGER
of
HOOD VENTURES, INC. (a Utah Corporation)
into
PRESTIGE CAPITAL CORPORATION (a Nevada
Corporation
The undersigned, in their capacities as President and Secretary,
respectively, of Prestige Capital Corporation ( a Nevada
Corporation, hereinafter sometimes referred to as ("Prestige
Capital," or "Survivor,") and Hood Ventures, Inc. (a Utah
corporation hereinafter sometimes referred to as "Hood
Ventures") in order to consummate the merger of Hood Ventures
into Prestige Capital hereby attest and certify as follows:
I. The names and states of incorporation of the two
constituent corporations to the merger
are specified above. Prestige Capital was incorporated in the
State of Nevada on December
31,1998, for the sole purpose of being the surviving corporation
in a merger effectuated solely to
change the corporate name and domicile of Hood Ventures.
II. Articles of Merger of the constituent corporations were,
adopted by each of the
constituent corporations on January 4, 1999, in accordance with
all relevant provisions of the Nevada Revised Statutes
and all the relevant provisions of the Utah Revised Business
Corporation Act.
III..The surviving corporation is Prestige Capital Corporation, a Nevada
Corporation.
IV. The Articles of Incorporation of Prestige Capital shall be
the Articles of Incorporation of
Survivor.
V. The Plan of Merger for the constituent corporations
provides that Hood Ventures shall be merged into Prestige
Capital, the manner and that the basis of converting the issued
shares of Hood Ventures into share of Prestige Capital shall be as
follows:
(a) The total shares represented by each outstanding
Hood Ventures certificate shall be deemed to be automatically
converted into one share of common stock of Survivor.
(b) Holders of Hood Ventures certificates issued prior to
the merger shall not be required to surrender such certificates
for conversion into certificates reflecting the SURVIVOR's name,
but may do so to SURVIVOR's duly appointed transfer agent, which
shall, in the ordinary course of its business-(and provided that
its regular and usual requirements regarding negotiability and
payment of its fees are met) reissue certificates representing
the number of shares in SURVIVOR to which said holders may be
entitled as provided above.
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<PAGE>
VI. The principal business office of SURVIVOR is located as
1084 North Hughes, Centerville, Utah 84104, and a complete copy
of the executed agreement of merger is on file at
said office. A copy of the plan of merger will be furnished by
the SURVIVOR, on request, and
without cost, to any stockholder of any corporation which is a
party the merger.
VII.The Plan of Merger was adopted by the directors and
submitted to and approved by the shareholders of both
constituent corporations, hood Ventures having 185,000,000 share
of common stock outstanding and entitled to vote (its sole
voting group), 108,000,000 of which were represented at the
meeting to approve the Plan of Merger, all 108,000,000 of which were voted
in favor of t he Plan of Merger. SURVIVOR had 10,000 shares of
common stock outstanding and entitled to vote (its sole voting
group) all of which were represented at the meeting to approve
the Plan of merger and all 10,000 of which shares were voted in
favor of the Plan of Merger. The number of shares voted in
favor of the Plan of Merger by the stockholders was sufficient
for approval by said stockholder of each of t he constituent
corporations
IN WITNESS WHEREOF, the undersigned Presidents and Secretaries
of Hood Ventures and Prestige Capital. have set their hands this
5th day of January, 1999.
HOOD VENTURES, INC. PRESTIGE CAPITAL
CORPORATION
By: /s/ Paul W. Nielsen By: /s/ Paul W. Nielsen
Its President Its President
By: George R. Horton By: George R. Horton
Its Secretary Its Secretary
State of Utah
ss:
County of Salt Lake
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Paul W.
Nielsen, in his capacity as president, of Prestige Capital
Corporation, this 5th day of January, 1999.
Notary Public
/s/ Notary Public
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<PAGE>
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Exhibit No. 4
Prestige Captial Corporation
Form 10-K
File No. 33-3583-S
PROMISSORY NOTE (Interest)
July 21, 1989
The undersigned, jointly and severally, promise to pay to the order of
Southwick, Inc.
at 2007 Maple View Dr. in Bountiful , Utah, or at such other place as
the holder hereof may designate in writing, the sum of TWENTY FIVE
THOUSAND AND N0/100 DOLLARS dollars ($ 25,000.00) , payable as
follows:
ON DEMAND
together both before and after judgment, with interest on the unpaid
balance thereof from date until paid at the rate of eight per cent (-8-%)
per annum, interest payable as follows
ON DUE DATE OF THIS NOTE
Prepayment of this note with interest to date of payment may be made at
any time without penalty.
If the holder deems itself insecure or if default be made in payment of
the whole or any part of any installment at the time when or the place
where the same becomes due and payable as aforesaid, then the entire
unpaid balance, with interest as aforesaid, shall, at the election of the
holder hereof and without notice of said election at once become due and
payable. In event of any such default or acceleration, the undersigned,
jointly and severally, agree to pay to the holder hereof reasonable
attorney's fees, legal expenses and lawful collection costs in addition to
all other sums due hereunder.
Presentment, demand, protest, notice of dishonor and extension of time
without notice are hereby waived and the undersigned consent to the
release of any security, or any part thereof, with or without
substitution.
HOOD VENTURES, INC.
Address: By: /s/ G.R. Horton
Its VICE PRESIDENT
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<PAGE>
E- 16
Exhibit No. 5
Prestige Captial Corporation
Form 10-K
File No. 33-3583-S
$1,000.00 11/04/1998
Hood Ventures, Inc. after date, for value received, I/we
jointly and severally, promise to pay to SONOS MANAGEMENT
CORPORATION or order One Thousand and no/100 DOLLARS
with interest payable when due at the rate of 8 percent per
annum form 11 04 98 until paid, both before and after
judgment. And we hereby agree, that in case this note after
maturity, is referred to a attorney, either with or without
suit, to pay a reasonable attorney's fee. The holder shall
have the right to declare this note due for default in
payment of interest.
Hood Ventures, Inc
By: /s/ G.R. Horton
Its Vice President
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<PAGE>
E - 17
Exhibit No. 6
Prestige Captial Corporation
Form 10-K
File No. 33-3583-S
PROMISSORY NOTE (Interest)
January 27, 1999
The undersigned, jointly and severally, promise to pay to the order of
GLEN ULMER
at 2508 SOUTH 1300 EAST in SALT LAKE CITY , Utah, or at such other
place as the holder hereof may designate
in writing, the sum of TWENTY THOUSAND AND N0/100 DOLLARS
dollars ($ 20,000.00) , payable as follows:
ON DEMAND
Together both before and after judgment, with interest on the unpaid
balance thereof from date until paid at the rate of eight per cent (-8-%)
per annum, interest payable as follows:
ON DUE DATE OF THIS NOTE
Prepayment of this note with interest to date of payment may be made at
any time without penalty.
If the holder deems itself insecure or if default be made in payment of
the whole or any part of any installment at the time when or the place
where the same becomes due and payable as aforesaid, then the entire
unpaid balance, with interest as aforesaid, shall, at the election of the
holder hereof and without notice of said election at once become due and
payable. In event of any such default or acceleration, the undersigned,
jointly and severally, agree to pay to the holder hereof reasonable
attorney's fees, legal expenses and lawful collection costs in addition to
all other sums due hereunder.
Presentment, demand, protest, notice of dishonor and extension of time
without notice are hereby waived and the undersigned consent to the
release of any security, or any part thereof, with or without
substitution.
PRESTIGE CAPITAL CORPORATION
Address: By: /s/ PAUL W. NIELSON
Its PRESIDENT
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<PAGE>
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 100
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<RECEIVABLES> 0
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<CURRENT-ASSETS> 100
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0
0
<COMMON> 380
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<TOTAL-LIABILITY-AND-EQUITY> 100
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<INCOME-PRETAX> (11,355)
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