4
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 March 31, 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 No.)
incorporation or organization)
311 South State, Suite 400, Salt Lake City, Utah 84111
(Address of principal executive offices)
(310) 473-0213
(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 March 31, 2000: 9,680,000
shares of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
<PAGE>
FORM 10-QSB
PRESTIGE CAPITAL CORPORATION
INDEX
Page
PART I. Financial Information 3
Balance Sheets - March 31, 2000 and 4
December 31, 1999
5
Statements of Operations - Three Months
Ended March 31, 2000 and 1999, and
Inception to March 31, 2000 6
Statements of Cash Flows - Three Months
Ended March 31, 2000 and 1999, and 7
Inception to March 31, 2000
8
Notes to Consolidated Financial
Statements
Management's Discussion and Analysis of
Financial Condition
PART II. Other Information 10
Signatures 11
2
<PAGE>
PART I.
Financial Information
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the
periods presented are not necessarily indicative of the results
to be expected for the full year.
3
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
March 31, December 31,
2000 1999
CURRENT ASSETS
Cash $ 1,689 $3,066
Total Current Assets 1,689 3,066
TOTAL ASSETS $ 1,689 $3,066
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ 443
Total Current Liabilities - 443
Total Liabilities - 443
STOCKHOLDERS' EQUITY
Common stock authorized: 50,000,000
common shares at $0.001 par value;
9,680,000 and 9,680,000 shares
issued and outstanding, respectively 9,680 9,680
Capital in excess of par value 352,287 352,287
Deficit accumulated during the
development stage (360,278) (359,344)
Total Stockholders' Equity 1,689 2,623
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,689 $ 3,066
See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.
4
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
For the February 7,
Three Months Ended 1986 Through
March 31, March 31,
2000 1999 2000
REVENUES $ - $ - $ -
EXPENSES
General and administrative 934 2,976 88,856
Interest expense - 801 21,422
Total Expenses 934 3,777 110,278
DISPOSAL OF ASSETS - - 250,000
NET LOSS $(934) $(3,777) $ (360,278)
BASIC LOSS PER SHARE $(0.00) $ (0.01)
WEIGHTED AVERAGE NUMBER
OF SHARES 9,680,000 380,000
See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.
5
<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the February 7,
Three Months Ended 1986 Through
March 31, March 31,
2000 1999 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (934) $ (3,777) $ (360,278)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Loss from disposal of assets - - 250,000
Stock issued for services - - 25,521
Changes in operating assets and liability
accounts:
Increase (decrease) in accounts payable (443) (8,355) -
Increase in accrued interest - 801 21,479
(Increase) in inventory - - (165,000)
Net Cash (Used) by Operating
Activities (1,377) (11,331) (228,278)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable -
related party - 20,000 21,000
Issuance of common stock for cash - net - - 208,967
Net Cash Provided by Financing Activities - 20,000 229,967
NET INCREASE (DECREASE) IN CASH (1,377) 8,669 1,689
CASH AT BEGINNING OF PERIOD 3,066 100 -
CASH AT END OF PERIOD $ 1,689 $ 8,769 $ 1,689
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
See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.
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<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
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 computation of basic (loss) per share of common stock
is based on the weighted average number of shares issued
and outstanding during the period of the financial
statements as follows:
For the Three Months Ended
March 31,
2000 1999
Numerator - loss $ (934) $ (3,777)
Denominator - weighted average
number of shares outstanding 9,680,000 380,000
Loss per share $ (0.00) $ (0.01)
d. Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial 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.
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<PAGE>
PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Provision for Taxes
At March 31, 2000, the Company had net operating loss
carryforwards of approximately $360,000 that may be
offset against future taxable income through 2019. 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.
NOTE 2 - RELATED PARTY TRANSACTIONS
From time to time, the Company borrows money from its
officers and directors as a necessary part of funding the
Company's continuing operations. These transactions
often show up as related party balances on the Company's
books. The terms of these transactions are equivalent to
those of arms-length 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.
On September 14, 1999, 9,300,000 shares of common stock
were issued to related parties in exchange for debt of
$67,479 and services valued at $25,521.
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.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
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.
Three Month periods Ended March 31, 2000 and 1999
The Company had no revenue from continuing operations for the
three-month periods ended March 31, 2000 and 1999.
General and administrative expenses for the three month periods
ended March 31, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $934 and $2,976 for the
three-month periods ended March 31, 2000 and 1999, respectively.
Interest expense in the three-month periods ended March 31, 2000
and 1999, was $0 and $801, respectively.
As a result of the foregoing factors, the Company realized a net
loss of $934 for the three months ended March 31, 2000, as
compared to a net loss of $3,777 for the same period in 1999.
Liquidity and Capital Resources
At March 31, 2000, the Company had working capital of
approximately $1,689, as compared to $3,066 at December 31, 1999.
Management believes that the Company has sufficient cash and
short-term investments to meet the anticipated needs of the
Company's operations through at least the next 12 months.
However, there can be no assurances to that effect, as the
Company has no significant revenues and the Company's need for
capital may change dramatically if it acquires an interest in a
business opportunity during that period. The Company's current
operating plan is to (i) handle the administrative and reporting
requirements of a pubic 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 I 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.
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<PAGE>
PART II. OTHER INFORMATION
Exhibits and Reports on Form 8-K.
Reports on Form 8-K: No reports on Form 8-K were filed by the
Company during the quarter ended March 31, 2000.
Exhibits: Included only with the electronic filing of this report
is the Financial Data Schedule for the three month period ended
March 31, 2000 (Exhibit ref. No. 27).
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<PAGE>
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: 5/9/00 By: /s/ Pamela L. Jowett, President
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<PAGE>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,689
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,689
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,689
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 9,680
<OTHER-SE> (7,991)
<TOTAL-LIABILITY-AND-EQUITY> 1,689
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 934
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (934)
<INCOME-TAX> 0
<INCOME-CONTINUING> (934)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (934)
<EPS-BASIC> (0.00)
<EPS-DILUTED> 0
</TABLE>
