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. 000-31605
BSP ACQUISITION CORPORATION
(Exact name of small business issuer as specified in its
charter)
Nevada 87-0656948
(State or other jurisdiction (IRS Employer Identification No.)
incorporation or organization)
8 East Broadway, Suite 620, Salt Lake City, Utah 84111
(Address of principal executive offices)
801-532-7858
(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 [ ] No [ X]
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 November 10, 2000: 1,000,000
shares of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
FORM 10-QSB
PRESTIGE CAPITAL CORPORATION
INDEX
Page
PART I. Financial Information 3
Unaudited Condensed Balance Sheet - 3
September 30, 2000
4
Unaudited Condensed Statement of
Operations for the Three Months Ended
September 30, 2000 and June 12, 2000
(period of inception) through September 5
30, 2000
Unaudited Condensed Statement of Cash
Flows for the Three Months Ended 6
September 30, 2000 and June 12, 2000
(period of inception) through September 9
30, 2000
Notes to Unaudited Condensed Financial
Statements
Management's Plan of Operation
PART II. Other Information 10
Signatures 10
2
PART I. FINANCIAL INFORMATION
BSP ACQUISITION CORPORATION
[A Development Stage Company]
CONDENSED BALANCE SHEET
[Unaudited]
ASSETS
September 30, June 30,
2000 2000
___________ ___________
CURRENT ASSETS:
Cash in bank $ 3,354 $ 4,000
___________ ___________
Total Current Assets 3,354 4,000
___________ ___________
$ 3,354 $ 4,000
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 800 $ -
___________ ___________
Total Current Liabilities 800 -
___________ ___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
1,000,000 shares issued and
outstanding 1,000 1,000
Capital in excess of par value 3,000 3,000
Deficit accumulated during the
development stage (1,446) -
___________ ___________
Total Stockholders' Equity 2,554 4,000
___________ ___________
$ 3,354 $ 4,000
____________ ____________
The balance sheet of June 30, 2000 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited
financial statements.
3
BSP ACQUISITION CORPORATION
[A Development Stage Company]
CONDENSED STATEMENT OF OPERATIONS
[Unaudited]
From Inception
For the Three on June 12,
Months Ended 2000 Through
September 30, September 30,
2000 2000
______________________
REVENUE $ - $ -
EXPENSES:
General and Administrative 1,446 1,446
______________________
LOSS BEFORE INCOME TAXES (1,446) (1,446)
CURRENT TAX EXPENSE - -
DEFERRED TAX EXPENSE - -
______________________
NET LOSS $ (1,446) $ (1,446)
________________________
LOSS PER COMMON SHARE $ (.00) $ (.00)
________________________
The accompanying notes are an integral part of these unaudited
financial statements.
4
BSP ACQUISITION CORPORATION
[A Development Stage Company]
CONDENSED STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
[Unaudited]
From Inception
For the Three on June 12,
Months Ended 2000 Through
September 30, September 30,
2000 2000
______________________
Cash Flows Provided by Operating Activities:
Net loss $ (1,446) $ (1,446)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities - -
Increase in accounts payable 800 800
______________________
Net Cash Provided (Used) by Operating Activities (646) (646)
______________________
Cash Flows Provided by Investing Activities - -
______________________
Net Cash Provided by Investing Activities - -
______________________
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock - 4,000
______________________
Net Cash Provided by Financing Activities - 4,000
______________________
Net Increase (Decrease) in Cash (646) 3,354
Cash at Beginning of Period 4,000 -
______________________
Cash at End of Period $ 3,354 $ 3,354
______________________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ -
Supplemental Schedule of Non-cash Investing and Financing
Activities:
For the period ended September 30, 2000:
None.
The accompanying notes are an integral part of these unaudited
financial statements.
5
BSP ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - BSP Acquisition Corporation (the Company) was
organized under the laws of the State of Nevada on June 12, 2000.
The Company has not commenced planned principal operations and is
considered a development stage company as defined in SFAS No. 7.
The Company is seeking potential business ventures. The Company
has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
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 for the period 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 June 30, 2000 audited financial
statements. The results of operations for the period ended
September 30, 2000 are not necessarily indicative of the
operating results for the full year.
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". [See Note 6]
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.
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.
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.
6
BSP ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 10,000,000 shares of
preferred stock, $.001 par value, with such rights, preferences
and designations and to be issued in such series as determined by
the Board of Directors. No shares are issued and outstanding at
September 30, 2000.
Common Stock - During June 2000, in connection with its
organization, the Company issued 1,000,000 shares of its
previously authorized, but unissued common stock. The shares
were issued for cash of $4,000 (or $.004 per share).
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". SFAS No. 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. The Company has available at
September 30, 2000, an operating loss carryforward of
approximately $1,450, which may be applied against future taxable
income and which expires in 2020.
The amount of and ultimate realization of the benefits from the
operating loss carryforward 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 carryforward the Company has established
a valuation allowance equal to the amount of the loss
carryforward and, therefore, no deferred tax asset has been
recognized for the loss carryforward. The net deferred tax asset
is approximately $500 as of September 30, 2000, with an
offsetting valuation allowance at September 30, 2000 of the same
amount. The change in the valuation allowance for the three
months ended September 30, 2000 is approximately $500.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of September 30, 2000, the Company
has not paid any compensation to any officer or director 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/her offices as a mailing address, as needed,
at no expense to the Company.
7
BSP ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 was only recently formed and has not yet
been successful in establishing profitable operations. These
factors raise substantial doubt about the ability of the Company
to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by
operations through loans or through additional sales of its
common stock. There is no assurance that the Company will be
successful in raising this additional capital or achieving
profitable operations. The financial statements do not include
any adjustments that might result from the outcome of these
uncertainties.
NOTE 6 - LOSS PER COMMON SHARE
The following data shows the amounts used in computing loss per
share:
From Inception
For the Three on June 12,
Months Ended 2000 Through
September 30, September 30,
2000 2000
______________________
Loss from continuing operations
available to common shareholders
(numerator) $ (1,446) $ (1,446)
______________________
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,000,000 1,000,000
______________________
Dilutive earnings (loss) per common share was not presented as
the Company had no common stock equivalents shares for all
periods presented.
8
MANAGEMENT'S PLAN OF OPERATION
Three Months Ended September 30, 2000
The Company had no revenue from continuing operations for the
three-month period that ended September 30, 2000.
The Company had general and administrative expenses of $1,446 for
the three-month period that ended September 30, 2000, which
consisted of general corporate administration, legal and
professional expenses, and accounting and auditing costs.
As a result of the foregoing factors, the Company realized a net
loss of $1,446 for the three months ended September 30, 2000.
Liquidity and Capital Resources
At September 30, 2000, the Company had working capital of
approximately $3,274.
Management believes that the Company has sufficient cash to meet
its operational needs for the next twelve months. However, there
can be no assurances to that effect, as the Company has no
operations creating 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 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.
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.
9
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 September 30, 2000.
Exhibits: Included only with the electronic filing of this report
is the Financial Data Schedule for the three-month period that
ended September 30, 2000 (Exhibit ref. No. 27).
SIGNATURES
In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
BSP ACQUISITION CORPORATION
By: /s/ Cletha A. Walstrand
Date: November 13, 2000 Cletha A. Walstrand
President, Secretary & Treasurer
10