U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] 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
(Exact name of small business issuer as specified in its
charter)
Nevada 93-0945181
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
311 South State, Suite 400, Salt Lake City, Utah 84111
(Address of principal executive offices)
(801) 364-9262
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for 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 [ X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of September 30, 2000: 9,680,000
shares of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
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FORM 10-QSB
PRESTIGE CAPITAL CORPORATION
INDEX
Page
PART I. Financial Information 3
Balance Sheets - September 30, 2000 and 3
December 31, 1999
Statement of Operations - Three Months 4
and Nine Months Ended September 30, 2000 and
1999, and Inception to September 30, 2000
Statement of Cash Flows - Three months 5
and Nine Months Ended September 30, 2000 and
1999, and Inception to September 30, 2000
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition 9
or Plan of Operation
PART II. Other Information 10
Signatures 11
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PART I.
Financial Information
PRESTIGE CAPITAL CORPORATION
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
September 30, December 31,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash in bank $ 194 $ 3,066
___________ ___________
Total Current Assets 194 3,066
___________ ___________
$ 194 $ 3,066
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ - $ 443
Accounts payable - related party 4,011 -
___________ ___________
Total Current Liabilities 4,011 443
___________ ___________
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value,
50,000,000 shares authorized,
9,680,000 shares issued and
outstanding 9,680 9,680
Capital in excess of par value 352,287 352,287
Deficit accumulated during the
development stage (365,784) (359,344)
___________ ___________
Total Stockholders' Equity (Deficit) (3,817) 2,623
___________ ___________
$ 194 $ 3,066
____________ ____________
Note: The Balance Sheet as of December 31, 1999, was taken from
the audited financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited
condensed financial statements.
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PRESTIGE CAPITAL CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
From
For the Three For the Nine Inception on
Months Ended Months Ended February 7,
September 30, September 30, 1986,Through
___________________________________ September 30,
2000 1999 2000 1999 2000
_______________________________________________
REVENUE $ - $ - $ - $ - $ -
COST OF SALES - - - - -
_______________________________________________
GROSS PROFIT - - - - -
EXPENSES:
General and Administrative 1,477 1,041 6,440 6,542 94,362
Interest expense - 770 - 2,491 21,422
_______________________________________________
LOSS FROM OPERATIONS (1,477) (1,811) (6,440) (9,033) (115,784)
_______________________________________________
OTHER EXPENSE:
Loss from disposal of assets - - - - 250,000
_______________________________________________
Total Other (Expense) - - - - 250,000
_______________________________________________
LOSS FROM OPERATIONS
BEFORE INCOME TAXES (1,477) (1,811) (6,440) (9,033) (365,784)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
_______________________________________________
NET LOSS $(1,477) $(1,811) $(6,440) $(9,033) $(365,784)
________________________________________________
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.01) $ (.33)
________________________________________________
The accompanying notes are an integral part of these unaudited
condensed financial statements.
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PRESTIGE CAPITAL CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited]
From
For the Nine Inception on
Months Ended February 7,
September 30, 1986, Through
_________________ September 30,
2000 1999 2000
_____________________________
Cash Flows From Operating Activities:
Net loss $ (6,440) $(9,033) $ (365,784)
Adjustments to reconcile net loss to
net cash used by operating activities:
Loss from disposal of assets - - 250,000
Stock issued for services - - 25,521
Changes is assets and liabilities:
Increase in accounts payable - related party 4,011 - 4,011
(Decrease) in accounts payable (443) (8,355) -
Increase in accrued interest - 2,491 21,479
(Increase) in inventory - - (165,000)
____________________________
Net Cash Provided (Used) by
Operating Activities (2,872) (14,897) (229,773)
____________________________
Cash Flows From Investing - - -
____________________________
Net Cash Flows (Used) by Investing Activities - - -
____________________________
Cash Flows From Financing Activities:
Proceeds from notes payable - related party - 20,000 21,000
Issuance of common stock - - 208,967
____________________________
Net Cash Provided by Financing Activities - 20,000 229,967
____________________________
Net Increase (Decrease) in Cash (2,872) 5,103 194
Cash at Beginning of Period 3,066 100 -
____________________________
Cash at End of Period $ 194 $ 5,203 $ 194
____________________________
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the periods ended September 30, 2000
None
For the periods ended September 30, 1999
None.
The accompanying notes are an integral part of these financial
statements.
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PRESTIGE CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the
State of Nevada 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. The Company currently has no ongoing
operations and is considered a development stage company as
defined in SFAS No. 7. The company is currently seeking business
opportunities or potential business acquisitions.
Loss Per Share - The computation of loss per share of common
stock is based on the weighted average number of shares
outstanding during the periods presented, in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" [See Note 4].
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at
September 30, 2000 and 1999 and for the periods then ended have
been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the Company's December 31 1999 audited financial
statements. The results of operations for the periods ended
September 30, 2000 are not necessarily indicative of the
operating results for the full year.
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 136, "Transfers of Assets to a
not for profit organization or charitable trust that raises or
holds contributions for others", SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB Statement No. 133 (an amendment of FASB
Statement No. 133.),", SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - and
Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS No.
53 and Amendment to SFAS No 63, 89 and 21", and SFAS No. 140,
"Accounting to Transfer and Servicing of Financial Assets and
Extinguishment of Liabilities", were recently issued SFAS No.
136, 137, 138, 139 and 140 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
Accounting 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, the disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses
during the reported period. Actual results could differ from
those estimated.
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PRESTIGE CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 2 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". FASB 109 requires the Company to provide a
net deferred tax asset/liability equal to the expected future tax
benefit/expense of temporary reporting differences between book
and tax accounting methods and any available operating loss or
tax credit carryforwards. At September 30, 2000 the Company has
available unused operating loss carryforwards of approximately
$365,000, which may be applied against future taxable income and
which expire in various years through 2020.
The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has
been recognized for the loss carryforwards. The net deferred tax
assets are approximately $124,000 as of September 30, 2000 with
an offsetting valuation allowance of the same amount resulting in
a change in the valuation allowance of approximately $2,000
during the nine months ended September 30, 2000.
NOTE 3 - RELATED PARTY TRANSACTIONS
Management Compensation - During the periods ended September 30,
2000 and 1999 the Company did not pay any compensation to any
officer/directors of the Company.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his home as a mailing address, as needed, at no
expense to the Company.
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PRESTIGE CAPITAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - LOSS PER SHARE
The following data show the amounts used in computing loss per
share and the effect on income and the weighted average number of
shares of dilutive potential common stock for the three and nine
months ended September 30, 2000 and 1999 and from inception on
February 7, 1986 through September 30, 2000:
From
For the Three For the Nine Inception on
Months Ended Months Ended February 7,
September 30, September 30, 1986, Through
_________________________________ September 30,
2000 1999 2000 1999 2000
_____________________________________________
Loss from continuing operations
available to common stock
holders (numerator) $(1,477) $(1,811) $(6,440) $(9,033) $(365,784)
_____________________________________________
Weighted average number of
common shares outstanding
used in earnings per share
during the period 9,680,000 1,997,391 9,680,000 925,055 1,115,951
_____________________________________________
Dilutive earnings per share was not presented, as the Company had
no common equivalent shares for all periods presented that would
effect the computation of diluted earnings (loss) per share.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company, has incurred losses since its inception,
has insufficient working capital, and has no on-going operations.
These factors raise substantial doubt about the ability of the
Company to continue as a going concern. In this regard,
management is seeking potential business opportunities and is
proposing to raise any necessary additional funds not provided by
operations through loans and/or through additional sales of its
common stock. There is no assurance that the Company will be
successful in raising additional capital or achieving profitable
operations. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATION
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.
Three Months Ended September 30, 2000 and 1999
The Company had no revenue from continuing operations for the
three-month period that ended September 30, 2000 and 1999.
The Company had general and administrative expenses of $1,477 and
$1,041 for the three months ended September 30, 2000 and 1999,
respectively; which consisted of general corporate
administration, legal and professional expenses, plus accounting
and auditing costs.
Interest expense for the three-months ended September 30, 2000
and 1999, was $0 and $770, respectively.
As a result of the foregoing factors, the Company realized a net
loss of $1,477 for the three months ended September 30, 2000, as
compared to a net loss of $1,811 for the same period in 1999.
Nine Months Ended September 30, 2000 and 1999
The Company had no revenue from continuing operations for the
nine-month period that ended September 30, 2000 and 1999.
The Company had general and administrative expenses of $6,440 and
$6,542 for the nine months ended September 30, 2000 and 1999,
respectively; which consisted of general corporate
administration, legal and professional expenses, plus accounting
and auditing costs.
Interest expense for the nine-months ended September 30, 2000 and
1999, was $0 and $2,491, respectively.
As a result of the foregoing factors, the Company realized a net
loss of $6,440 for the nine months ended September 30, 2000, as
compared to a net loss of $9,033 for the same period in 1999
Liquidity and Capital Resources
At September 30, 2000, the Company had a working capital deficit
of $3,817, as compared to a working capital of $2,623 at December
31, 1999. The decrease in working capital is due to the past
three quarters general and administrative expenses without any
cash inflow.
The Company does not have sufficient cash to meet its operational
needs for the next twelve months. Management will attempt to
raise capital for its current operational needs through debt
financing, equity financing or a combination of financing
options. However, there are no existing understandings,
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commitments or agreements for such an infusion; nor can there be
assurances to that effect. Moreover, the Company's need for
capital may change dramatically if and during that period, it
acquires an interest in a business opportunity. Unless the
Company can obtain additional financing, its ability to continue
as a going concern is doubtful.
The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) 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 venture, and there can be no
assurance that the Company will identify a business venture
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 any business venture it acquires.
PART II. OTHER INFORMATION
Changes in Registrant's Certifying Accountant
The independent auditors of the Company for the years ended
December 31, 1999 and 1998 were HJ & Associates, LLC, formerly
Jones Jensen & Company ("HJ"). On November 10, 2000, the Company
terminated the engagement of HJ as its independent auditors. The
accounting firm of Pritchett, Siler & Hardy, P.C. ("PSH") has
been approved by the Board of Directors of the Company to serve
as independent auditors of the Company for the year ending
December 31, 2000. The Company has been advised that neither PSH
nor any of its members or associates has any relationship with
the Company or any of its affiliates, except in the firm's
proposed capacity as the Company's independent auditors.
During the fiscal years ended December 31, 1999 and 1998, and
from that date to the present, the financial statements of the
Company did not contain any adverse opinion or disclaimer of
opinion from the Company's former independent auditors, and were
not modified as to uncertainty, audit scope, or accounting
principles, except the reports issued by HJ contained a statement
expressing doubt about the ability of the Company to continue as
a going concern due to its status as a development stage company
with no significant operating results. During the two year
period ended December 31, 1999, and from that date to the
present, there were no disagreements with the former independent
auditors on any matter of accounting principles, financial
statement disclosure, or auditing scope or procedure which, if
not resolved to the former independent auditor's satisfaction,
would have caused it to make reference to the subject matter of
the disagreement in connection with its audit report.
EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: Included as exhibits to this report are the following:
Exhibit No. 1 Exhibit Reference No. 16 Letter on Change in
Certifying Accountant
Exhibit No. 2 Exhibit Reference No. 27 Financial Data Schedule
REPORTS ON FORM 8-K: None
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SIGNATURES
In accordance with 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 14, 2000 By /s/ Pamela L. Jowett, President
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