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, 1999, 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 [X] No [ ]
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 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, 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 7
Matters
6. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
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 9
Persons; Compliance with Section 16(a) of the
Exchange Act
10. Executive Compensation 10
11. Security Ownership of Certain Beneficial Owners and 10
Management
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 four 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, accrued interest and services
rendered to common stock at the rate of $0.01 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 1999.
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 December 31, 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, 1999 and 1998
The Company had no revenue during the last two years. The
Company had general and administrative expenses of $34,700 in
1999 and $9,355 in 1998. General and administrative expenses
during 1999 and 1998 consisted of fees and related expenses
associated with reviving the Company. In 1999 and 1998 the
Company recognized interest expense of $2,491 and $2,000,
respectively, which represents interest on two obligations, in
the principal amount of $26,000 owed to Sonos Management
Corporation, and in the principal amount of $20,000 owed to Glen
Ulmer. The Company realized a net loss of $37,191 in 1999 and
$11,355 in 1998. 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, 1999, the Company had working capital of $2,623.
Management believes its working capital is adequate to meet its
immediate needs, but may need additional working capital if it is
unable to locate a business venture in which to participate by
the end of 2000. 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 four 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
Pamela L. Jowett 47 President and Director 1999
Paul W. Nielsen 79 Vice President and Director 1989
George P. Horton 66 Secretary/ Treasurer and 1989
Director
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.
Pamela L. Jowett has been self-employed for over the past five
years as a nail technician. Ms. Jowett is currently 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
Ms. Jowett, Mr. Nielsen and Mr. Horton are currently officers and
directors of Fashion Tech International, Inc. Ms. Jowett is an
officer and director of Business Valet Services, Inc., First
Growth Investors, Inc., and Digital Home Theater Systems, Inc.
Mr. Horton is an officer and director of MG Inc. All of the
aforementioned companies are shell corporations seeking a
business acquisition and are non-reporting, publicly held
corporations, except for Fashion Tech International, Inc., which
is a reporting company. 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 management to conduct the Company's business in its
best interests may result in liability of management of the
Company to the shareholders.
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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.
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Common Percent of
Shares 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
Pamela L. Jowett 834,600 8.6
Paul W. Nielsen 15,000 0.15
George R. Horton (1) 678,900 .10
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, a former 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 $0.01 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 *
2 (3)(ii) By-Laws *
3 (2) Articles of Merger *
4 (10) Promissory Note/ Sonos (formerly *
Southwick, Inc.)
5 (10) Promissory Note/ Sonos Management *
Corp.
6 (10) Promissory Note/ Ulmer *
7 (27) Financial Data Schedules **
* These exhibits are incorporated herein by this reference to
the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998, filed with the Securities and Exchange
Commission on November 29, 1999.
** 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
1999.
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: March 30, 2000 By:/s/ Pamela L. Jowett
Pamela L. Jowett, President
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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: March 30, 2000 /s/ Pamela L. Jowett
Pamela L. Jowett, Director
Dated: March 30, 2000 /s/ Paul W. Nielsen
Paul W. Nielsen, Director
Dated: March 30, 2000 /s/ George R. Horton
George R. Horton, Director
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PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Financial Statements
December 31, 1999 and 1998
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
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Prestige Capital Corporation
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Prestige
Capital Corporation (a development stage company) as of
December 31, 1999, and the related statements of operations,
stockholders' equity and cash flows for the years ended
December 31, 1999 and 1998 and from inception on February 7,
1986 through December 31, 1999. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Prestige Capital Corporation (a development stage
company) as of December 31, 1999, and the results of its
operations and its cash flows for the years ended December
31, 1999 and 1998 and from inception on February 7, 1986
through December 31, 1999, 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
February 21, 2000
F-2
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PRESTIGE CAPITAL CORPORATION
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1999
CURRENT ASSETS
Cash $ 3,066
Total Current Assets 3,066
TOTAL ASSETS $ 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 shares issued and outstanding 9,680
Capital in excess of par value 352,287
Deficit accumulated during the development stage (359,344)
Total Stockholders' Equity 2,623
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,066
The accompanying notes are an integral part of these financial
statements.
F-3
<PAGE>
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,
1999 1998 1999
REVENUES $ - $ - $ -
EXPENSES
General and administrative 34,700 9,355 87,922
Interest expense 2,491 2,000 21,422
Total Expenses 37,191 11,355 109,344
DISPOSAL OF ASSETS - - 250,000
NET LOSS $ (37,191) $ (11,355) (359,344)
BASIC LOSS PER SHARE $ (0.01) $ (0.03)
WEIGHTED AVERAGE NUMBER
OF SHARES 3,480,000 370,000
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
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance from inception on
February 7, 1986 - $ - $ - $ -
February 7, 1986, common stock
issued to officers at $0.003 per
share for cash 1,500,000 1,500 3,500 -
March 16, 1987, common stock
issued to public at $1.67 per
share for cash 150,000 150 249,850 -
Stock issuance costs - - (46,133) -
Reduction of insider shares (1,400,000) (1,400) 1,400 -
July 21, 1989, common stock
issued to shareholder at $0.50
per share for film recorded at
predecessor cost 120,000 120 59,880 -
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)
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 (Continued)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, December 31, 1997 370,000 $ 370 $ 268,497 $ (310,798)
December 31, 1998, common
stock issued for cash at $0.01
per share 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)
September 14, 1999, common
stock issued for debt and
services at $0.01 per share 9,300,000 9,300 83,700 -
Net loss for the year ended
December 31, 1999 - - - (37,191)
Balance, December 31, 1999 9,680,000 $ 9,680 $ 352,287 $ (359,344)
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
From
Inception on
For the February 7,
Years Ended 1986 Through
December 31, December 31,
1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (37,191) $ (11,355) $ (359,344)
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 - 25,521
Changes in operating assets and
liability accounts:
Increase (decrease) in accounts payable (7,912) 8,355 443
Increase (decrease) in accrued interest 2,548 2,000 21,479
(Increase) in inventory - - (165,000)
Net Cash (Used) by Operating Activities (17,034) (1,000) (226,901)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payabl -related party 20,000 1,000 21,000
Issuance of common stock for cash - 100 208,967
Net Cash Provided by Financing Activities 20,000 1,100 229,967
NET INCREASE (DECREASE) IN CASH 2,966 100 3,066
CASH AT BEGINNING OF PERIOD 100 - -
CASH AT END OF PERIOD $ 3,066 $ 100 $ 3,066
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
Issuance of stock for notes payable and
accrued interest $ 67,479 $ - $ 67,479
Issuance of stock for services $ 25,521 $ - $ 25,521
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, 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:
December 31,
1999 1998
Numerator - loss $ (37,191) $ (11,355)
Denominator - weighted average number of
shares outstanding 3,480,000 370,000
Loss per share $ (0.01) $ (0.03)
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.
F-8
<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 December 31, 1999, the Company had net operating loss
carryforwards of approximately $359,000 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.
F-9
<PAGE>
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,066
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,066
<PP&E> 0
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<BONDS> 0
0
0
<COMMON> 9,680
<OTHER-SE> (7,057)
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<SALES> 0
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<CGS> 0
<TOTAL-COSTS> 34,700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,491
<INCOME-PRETAX> (37,191)
<INCOME-TAX> 0
<INCOME-CONTINUING> (37,191)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (37,191)
<EPS-BASIC> (0.01)
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