PRIMA EAST WEST MODEL MANAGEMENT INC - 10KSB - 20050928 - PART_I
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Background
Our corporate name is Prima EastWest Model Management, Inc. (Prima). We were
incorporated under the laws of the State of California on March 22, 1989. On
February 26, 1996, Prima merged with PEMM Acquisition Corporation, a California
corporation, which was a wholly-owned subsidiary of J.R. Consulting, Inc., a
Nevada corporation ("J.R."). At the time of the merger, J.R. was a holding
company which held investments in the electrical accessories industry. As a
consequence of such merger, Prima became a wholly-owned subsidiary of J.R. In
January 1998, J.R. formed another modeling agency in New York, Q Management,
Inc. In April 1998, J.R. formed Diva Entertainment, Inc., a Florida corporation
("Diva Florida") as a wholly-owned subsidiary and transferred all of its
interest in Prima and Q Management to Diva Florida. The sole business of Diva
Florida was the operation of modeling agencies.
On April 28, 1999, but effective as of April 1, 1999, Quasar Projects Company
("Quasar") acquired by reverse subsidiary merger Diva Florida, with Quasar being
the surviving company and Diva Florida became a wholly-owned subsidiary of
Quasar. Quasar was later renamed Diva Entertainment, Inc., a Delaware
corporation ("Diva Delaware"). The sole business of Diva Delaware was the
operation of modeling agencies. Quasar was a shell company prior to its merger
with Diva Florida. Quasar had first become a reporting company when it filed its
Form 10-SB registration statement on February 24, 1994. Diva Florida was never,
itself, a public reporting company. At the time of the acquisition of Diva
Florida through the reverse subsidiary merger, Quasar had 310 stockholders of
record and Diva Florida had one stockholder of record. In connection with the
reverse subsidiary merger, 4,225,000 shares of Diva Delaware were issued to the
sole stockholder of Diva Florida as merger consideration. At the time that
Quasar merged with Diva Florida, Peter Zachariou controlled J.R. and Jehu Hand
controlled Quasar Projects Company.
In April of 2004, management of Diva Delaware engaged in discussions with
management and controlling stockholders of Tactica International Inc., a Nevada
corporation ("Tactica"). Tactica desired to become a public reporting company
through a reverse acquisition transaction with Diva Delaware. At the time of
these discussions, Tactica disclosed to Diva Delaware that it had revenues of
approximately $6,600,000 for the three month period ended May 31, 2004 (or
annualized projected revenues of approximately $24,000,000) compared to Diva
Delaware's revenues of only $478,000 for the three month period ended March 31,
2004. After being approached by Tactica, the board of directors of Diva Delaware
convened a meeting and discussed the pros and cons of effecting a reverse
acquisition transaction with Tactica. The board of directors of Diva Delaware
determined that it was in the best interests of Diva Delaware to go
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forward with the reverse acquisition transaction so that the stockholders of
Diva Delaware could participate in the potential appreciation of Diva Delaware
after the acquisition of the consumer products business of Tactica. Tactica was
not willing to go forward with the reverse acquisition unless Diva Delaware
agreed to spin off its existing talent management business and become a shell
company. At that time, the board of directors also determined that it could
allow the stockholders to continue to participate in their investment in a
talent management company (which was Diva Delaware prior to the reverse
acquisition), by spinning off Prima to those stockholders. The board decided not
to spin off Q Management at the time because Q Management was involved in
litigation and its value was potentially impaired.
Pursuant to a Securities Purchase Agreement and Plan of Reorganization, dated as
of June 11, 2004 (the "Securities Purchase Agreement"), Diva Delaware acquired
all of the issued and outstanding shares of Tactica in exchange for shares of
common stock and convertible preferred stock of Diva Delaware. In accordance
with the Securities Purchase Agreement, (i) Tactica exchanged all of its issued
and outstanding shares of common stock for shares of common stock and
convertible preferred stock of Diva Delaware as set forth below, (ii) the
shareholders of Tactica became the controlling stockholders of Diva Delaware and
(iii) Tactica became a wholly owned subsidiary of Diva Delaware (the
"Transaction"). The Transaction closed as of June 11, 2004. As a part of the
Transaction, the surviving corporation, Diva Delaware, changed its name to IGIA,
Inc. At the Closing of the Transaction, Diva Delaware issued the following
shares to the stockholders of Tactica and certain parties designated by Tactica:
1) 12,400,000 newly-issued shares of its common stock, and
2) 261,000 newly-issued shares of Diva Delaware's newly-designated Series
E Redeemable Convertible Preferred Stock, which automatically converted into
26,100,000 newly-issued shares of Diva Delaware's common stock upon the
stockholders' approval of an amendment to Diva Delaware's Certificate of
Incorporation to increase Diva Delaware's authorized shares of common stock from
20,000,000 to 100,000,000 shares.
As a result of the Transaction, former shareholders of Tactica currently hold
approximately 76 % of the outstanding voting power of Diva Delaware.
To satisfy a condition to the Securities Purchase Agreement and Plan of
Reorganization dated as of June 11, 2004, on May 27, 2004, the board of
directors of Diva Florida declared a dividend to its sole stockholder, Diva
Delaware, of all of the issued and outstanding shares of Prima that were then
held by Diva Florida. Thereafter, on the same date, Diva Delaware declared a
dividend of ninety percent of the Prima stock held by it to the common
stockholders of Diva Delaware on a pro rata basis and also declared a dividend
of the remaining ten percent of the Prima stock held by it to the preferred
stockholders of Diva Delaware on a pro rata basis. All of the issued and
outstanding stock of Prima is currently held by such shareholders.
In connection with the April 1999 merger of Diva Florida into Quasar (later
renamed Diva Delaware), Diva Delaware issued 4,225,000 of its shares to J.R.,
which later changed its name to Providential Holdings, Inc. On June 30, 2000,
Providential sold all of its holdings in Diva Delaware to Havilland Limited, a
company controlled by Peter Zachariou. Havilland later transferred these shares
to Fountainhead Investments, Inc., a company also controlled by Peter Zachariou.
As noted above, the board of directors of Diva Delaware believed that the
opportunity to acquire Tactica represented an excellent economic opportunity for
the stockholders of Diva Delaware. The board further believed that the public
reporting status of the talent management business of Diva Delaware would not be
lost because the board intended (and did) spin off such business and filed a
Form 10SB Registration Statement on March 1, 2005. The Company elected to file
the Form 10-SB registration statement on a voluntary basis in order to register
its common stock under Section 12(g) of the Securities Exchange Act of 1934. The
Company made the filing because it is interested in seeking publication of
quotations for its common stock on the OTC Bulletin Board and being a reporting
company under the Securities Exchange Act of 1934 as a prerequisite to such
publication.
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General
We are in the business of representing talent including professional fashion
models, commercial actors and theatrical actors. While we have operated as a Los
Angeles based talent agency since 1989, we are affiliated with Q Management,
Inc. ("Q"), a larger agency located in New York, NY. Our principal shareholder
is also the principal shareholder of Q and Prima are affiliated because both
companies are under the common control of Peter Zachariou. Mr. Zachariou
indirectly owns 100% of Q and he indirectly owns 75.16% of Prima. While we are
independent companies, we operate under the name "Q Management" and effectively
serve as the west coast office of Q.
Certain of our back-office functions are also performed by Q and the companies
are jointly advertised to the public and share a website at www.qmodels.com. On
June 2, 2005, we entered into a Management Services Agreement with Q Management.
Pursuant to the Management Services Agreement, we engaged Q Management to
provide us with management services, including (a) senior management oversight
services, (b) financial and accounting servicesconsisting of management
oversight of Prima's operations by Jeff Kolsrud, an employee of Q, who is
available to Prima for an allocated portion of his business time, which
allocated portion of time will generally not exceed ten hours per week, (c) use
of the Q Management name, (d) use of the Q Management website, (e) sales support
and talent booking personnel, (f) use of computers and software, and (g)
provision of other general administrative, operational and managerial services.
As compensation for the services provided to us by Q Management, we pay Q
Management $2,000 per month. The management services agreement has a twelve
month term, but automatically renews for successive one-year period unless
either party gives ninety day's prior written termination notice to the other
party. In addition to the services provided to us by Q Management under the
management services agreement, Section 4 of the management services agreement
provides that Q Management may make inter-company advances of funds to us and we
may repay those advances on terms and conditions agreed to by Q Management and
us. Pursuant to Section 4 of the management services agreement, these advances
are to be separately reflected on the financial statements of each respective
company as either a loan payable or receivable, as applicable.
Q Management has no physical presence in the Los Angeles geographic area other
than through its affiliation with us. All services provided to us by Q
Management are provided from Q Management's New York office. Prima has its own
computer equipment in Los Angeles and licenses booking software from a third
party vendor. Q Management's employees also provide general administrative,
sales support and talent booking support from Q Management's offices in New
York.
We have a strategic alliance with Q Management and believe that the benefits of
the alliance outweigh any potential competitive disadvantages. Although Q
Management could be considered a competitor and accordingly a conflict of
interest may appear to exist, management of Prima believes that no real
disadvantage arise from the relationship because Q Management does not manage
talent in the LA geographic region and Prima does not manage talent anywhere
except the LA geographic region. Prima and Q have a verbal understanding whereby
Prima obtains the full booking fee for any Q Management model that is booked by
Prima in the L.A. market. Conversely, Q Management obtains the full booking fee
for any Prima model that is booked in the NY market. Through this arrangement
each company (Q Management and Prima) is able to provide models with greater
geographic exposure without risking the loss of the client to an unaffiliated
firm. There is also an understanding between Q Management and Prima that neither
Q Management nor Prima will book the talent of the other company without such
company's prior consent. Furthermore, Prima benefits from the Q Management
services agreement, which provides Prima with access to several resources
through the management services agreement with Q Management. These resources
would not otherwise be available to a company of Prima's size.
The talent management business, including model management, is based upon
obtaining talent and matching talent to clientele. Traditional modeling
clientele include print and television advertising, and runway. Both male and
female fashion models have a limited career span. Most professional models are
aged between 18 and 25 years, although there is a limited market for child and
mature models. As a result, the talent management business is characterized by
continuous talent turnover, the need to discover new talent and the need to
anticipate and adapt to changing consumer tastes.
Talent management fees are based on a set percentage of the model's fee, plus
additional fees paid by the clientele. Our over 260 active clients include
magazine publishing houses, designers, national
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retailers and catalogs including Elle Magazine, Talbot's, Nordstroms, Banana
Republic and Macy's. The definition of active clients is clients that are
regularly contacted by Prima's bookers regardless of when they last utilized the
services of Prima's talent. Generally, we do not have ongoing direct contracts
with any of our clients. These clients are the clients Prima has done business
with during the time it has been in business. Q Management has a similar client
base, many of which are duplicative of Prima's clients. None of the clients are
served on an exclusive basis and all clients do business with most of the
agencies in the talent management business.
Services
We are engaged in the business of representing talent (models, actors and the
like) in connection with booking and placement of such talent with clients who
require their services in all forms of print and visual media.
We are also engaged in the development of new talent and the enhancement of
current talent. By development and enhancement of new talent, we mean that we
provide advice to talent to improve their marketability based upon our
experience in the industry. These enhancements are made at the cost of the
talent and we do not make any capital investment in the development and
enhancement of our talent; however, on occasion, we do advance funds to the
talent for this purpose, which are later recouped by us from the talent. This is
a risk of our business. Conversely, we may obtain talent that has been developed
and enhanced by other agencies.
While Que Management provides certain managerial and backoffice support to
Prima, the daily business operations are carried out by Prima's employees, who
primarily comprise "bookers". This includes (but is not limited to) the sourcing
and development of new talent, maintaining and developing client relations, and
the booking of the talent to client job requirements. The staff of Prima is
solely responsible for all areas involved with sales.
While we provide our services to a national market, the principal focus is
Southern California, which is one of the principal centers for talent bookings
in the United States. In addition to representing our talent, we often will
represent talent from other agencies which do not have a presence in the Los
Angeles market. Our staff principally comprises bookers who regularly call upon
our clients to book the talent we represent. In this regard, we are either
responding to a known opportunity or generally providing market awareness of our
talent. When talent is booked for print media work, we will directly invoice the
client for the work performed by the talent and we will generally reeive payment
and process payment to the talent, less our agency fees and any applicable
chargebacks for recoupment of advanced expenses. For commercial bookings covered
by the Screen Actors Guild, we will monitor the process whereby the talent is
paid directly to ensure payment and recoupment of our agency fee and recoupment
of any advanced expenses.
Our services are divided into two business areas, which are designated "Print"
and "Commercial." Our Print and Commercial business areas are not separate
divisions or segments. The only factor differentiating Print and Commercial
bookings is the manner of calculating agency commissions. The Print area
operates in the competitive modeling agency field and is subdivided into male
and female subdivisions and is focused on placement of talent in the print
media. The Commercial area provides placement services for appropriately
licensed talent (e.g. Screen Actors Guild) in commercials produced by clients.
We are licensed by the Screen Actors Guild. Print and Commercial bookings are
handled by the same staff and share all costs and expenses, which are not
separately reflected in our books and records. For print bookings, we invoice
the client for our talent's services and are paid by the client. We then make
payment to the talent, less our agency fees and any applicable recoupment. For
commercial work, the talent is paid directly by the client or through the Screen
Actors Guild. We are then paid our fees and any applicable recoupment by the
talent. The manner of calculating our fees differs between print and commercial
work (see Management Discussion and Analysis or Plan of Operation--Overview).
We also maintain contact with independent talent scouts who are located
throughout the world. Such scouts periodically refer new talent to our agency.
We will make determinations based upon what we perceive to be the marketability
of such talent as to whether we will undertake to represent them. We also
periodically review the talent which we represent to determine whether we will
continue representation. Obviously, we seek to maintain a portfolio of talent
who has the greatest marketability among our clients. Liaison with talent scouts
and decisions to undertake representation of talent is generally made by our
staff bookers, often with input from Jeffrey Kolsrud pursuant to the Management
Services Agreement.
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Prima's role in the business model described above is therefore three-fold, (1)
Prima maintains relationships with clients located in Southern California, (2)
Prima books talent represented by it with customers located primarily in
Southern California, and (3) Prima attempts to identify and cultivate talent in
the Southern California market.
Markets
The principal markets for Prima are in the field of print. This includes not
only magazines; but also advertising agencies, catalogues; and movie production
companies.
Marketing Strategy
Prima does not generally engage in any direct advertising of its services.
Instead, we obtain clients through word of mouth referrals. Prima's models have
been widely seen on magazine covers. This creates a flow of new clients and new
models. We do not spend any funds on marketing other than the maintenance of our
website which we pay for under our management services agreement with Q
Management.
Competition
Prima's Print division competes with the major world-wide model agencies,
several of which are headquartered in New York. Prima also competes with many
smaller regional firms.
The modeling business is highly competitive, globalized and fragmented, and is
also subject to changing demands and preferences. There is often little loyalty
between models and agencies, and reputation and local connections are some of
the key factors that distinguish agencies. We have not entered into any
agreements or other arrangements with the talent that we represent that have the
effect of protecting our relationship with such talent. We do enter into
standard agreements with our talent that cover the commissions payable to us and
other general matters, but these agreements do not prohibit (or have the effect
of deterring in any way) the talent from working with other agencies.
Our most significant competitors include Wilhelmina, Ford, Elite, LA Models, M
Management, Warning, Champagne Trott and Blu.
We are a relatively small player in the direct placement of modeling talent.
Most of our competitors have significantly more resources than us and are better
connected than us within the industry.
Customer and Talent Base
Prima has been in business for over fifteen years. Over that period, it has
maintained a wide base of both clients and models. The client base is very
diverse from department stores to record companies and movie production firms
and is not linked solely to the geographic Los Angeles market. We have
approximately 260 active clients that we work with on a regular basis. None of
our customers, individually, accounts for ten percent or more of our revenues.
Any modeling agency must expand by increasing the talent that it has as part of
its portfolio. Prima has had and continues to have a foundation of existing
talent, both male and female. We currently have approximately 266 talents that
we work with on an ongoing basis. The talent base is very diverse including
models with different ethnic backgrounds and looks. Talent is often referred to
Prima by independent scouts traveling around the United States, Europe (both
central and eastern) and South America in search of new talent. All talent
scouts are independent contractors, and fees are paid at negotiated rates on a
case-by-case basis. We do not direct them relative to their methods of
identifying new talent and we are not privy to how and where the independent
scouts identify new talent. Since the scouts are independent, they are not
restricted in any manner as to the agencies they can present new talent to and
such talent are generally presented to multiple agencies.
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A significant part of our activity comprises talent development. When we
identify newer, less developed talent, we will advise the talent with respect to
the "look" required to achieve success in the industry--i.e. hair, eyes, teeth,
skin, weight and fitness. In this regard, we may arrange and often advance funds
for professional consultations and treatment. We also prepare a talent's
collateral material, including arranging and providing advisory services with
respect to photography, brochures and other information regarding the talent,
which we will then produce. The collateral material consists of a hand picked
collection of photographs of the models. We arrange interviews, casting calls,
internet exposure and consult with the talent to provide them with the skills
necessary to achieve success in the industry. While we may recoup these expenses
where the talent we develop ultimately achieves a level of relative success, we
may be unable to recoup this investment where the talent does not achieve a
certain level of client bookings.
We have a body of talent that we represent on a nonexclusive basis. We can book
that talent directly and receive a commission or we can refer our talent to
other agencies who are not then representing such talent for booking. While we
are representing a given talent, we are entitled to commissions when our talent
is booked or referred to other agencies. This would not prevent, however, the
talent from going directly to another agency.
Historically, from time to time, we have also had arrangements with other
agencies not in the Los Angeles market wherein we represent their talent in the
Los Angeles market and pay them a percentage of the talent's earnings (generally
5-10%) for work which we book. Conversely, we have occasionally contracted with
out of town agencies for bookings for our Los Angeles-based talent. We are paid
a percentage of the revenues generated by such talent when they are booked by
those agencies. At this time, the portion of our revenues attributable to such
activities is less than 1% of our total revenues.
Occasionally, we will book talent from Q Management for Los Angeles engagements
and Q Management will book our talent for New York engagements. In these
circumstances, there is an understanding between us and Q Management that the
booking agency will retain all fees and there will be no revenue-sharing.
Prima's wide base in both clients and talent supports its ability to meet the
demands of the industry. We are hopeful that this base will also enable us to
expand our operations in the future.
Regulation
Prima holds a Talent License issued by the State of California. This license
enables it to operate as a talent agency for all purposes other than film and
similar enterprises. Prima also has a Screen Actors Guild license in respect of
those of its talent who may be used in the film or affiliated industries. We
maintain a $10,000 bond on account of our Screen Actors Guild license and the
cost of compliance with all administrative regulation is approximately $1,500.00
per year.
We do not spend any significant sums to comply with environmental laws and
related regulations.
Employees
As of September 1, 2005, we had four employees, three of which are full-time
employees. None of the employees are subject to any collective bargaining
agreement. Prima considers its relationships with its employees to be good.
ITEM 2. DESCRIPTION OF PROPERTIES.
We lease approximately 1,000 square feet of office and administrative space from
The Pang Family Trust pursuant to a one-year lease, the initial term of which
expires on December 31, 2004. The lease also contains two one-year extensions at
the option of Prima, which Prima intends to exercise. The space is leased at a
monthly rental rate of $1,200. The lease also contains an escalation clause that
increases the monthly rental rate by 3% per annum. We use this space as our
principal offices. This space consists of offices and workspace for
administrative personnel. We believe that this property is suitable for the
purposes for which we use it. This property is located at 8618 West Third Street
in Los Angeles, California.
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ITEM 3. LEGAL PROCEEDINGS
Prima was a defendant in the matter of Albert Sweet v. Mikel J. Elliott et. al.,
Case no. 02U20467 in the Superior Court of California, County of Los Angeles.
The Case was originally filed on January 30, 2003. Plaintiff's initial Complaint
was for unlawful retainer and money damages relating to the lease for a studio
located in Los Angeles, California. Prima had been the original lessee under the
Lease which was assigned to a third party in 1996. Notwithstanding the
assignment, Prima remained a party to the Lease, subject to an indemnity
agreement on the part of the assignees. Thereafter, the assignees allegedly
defaulted on the Lease and the landlord commenced this action to recover
possession of the studio and damages for unpaid rent. In August 2004, the
landlord's claims against the third party and Prima were fully settled in lieu
of certain payments by the third party to the landlord, which were in fact made.
Thereafter, the landlord's claims against Prima on account of the lease were
released and on September 4, 2004 the landlord's case was dismissed with
prejudice without any payment or further obligation on behalf of the Company.
Prima made no payments in connection with the settlement of the claim. All
payments were made by the Company's assignees pursuant to the lease which was
the subject of the action. Pursuant to an Asset Purchase Agreement between the
Company and the assignees, the assignees had agreed to fully indemnify the
Company for any liability exposure on account of the Lease. At this time, the
settlement amount has been fully paid and the litigation has been dismissed with
prejudice.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During this reporting period, no matters were submitted to a vote of security
holders and no stockholder meetings were held.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Market Price
There is no trading market for our common stock at present and there has been no
trading market to date. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.
Options and Warrants
None of the shares of our common stock are subject to outstanding options or
warrants. We have not issued any securities that are convertible into our common
stock.
Status of Outstanding Common Stock
As of September 1, 2005, we had a total of 137,322 shares of our common stock
outstanding. 103,218 of these shares are control shares that are beneficially
owned by Peter Zachariou, our sole officer and director. These control shares
may be transferred subject to the requirements of Rule 144, except for the
holding period requirements of Rule 144(d), which would not be applicable. The
remaining 34,104 shares are held by approximately 290 people. The 34,104 shares
are currently eligible for resale under rule 144(k). We have not agreed to
register any outstanding shares of our common stock under the Securities Act.
Holders
We have issued an aggregate of 137,322 shares of our common stock to
approximately 290 people.
Dividends
We have not paid any dividends to date, and have no plans to do so in the
immediate future.
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Recent Sales of Unregistered Securities
On May 27, 2004, the board of directors of Diva Florida, which at the time was
our sole shareholder declared a dividend to its sole stockholder, Diva Delaware,
comprising all of our issued and outstanding shares. Thereafter, on the same
date, Diva Delaware declared a dividend of ninety percent of our stock held by
it to the common stockholders of Diva Delaware on a pro rata basis and also
declared a dividend of the remaining ten percent of our stock held by it to the
preferred stockholders of Diva Delaware on a pro rata basis. All of the issued
and outstanding stock of Prima is currently held by such shareholders.
Purchases of Equity Securities
The Company has never purchased nor does it own any equity securities of any
other issuer.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
We are in the business of representing talent, including professional fashion
models, commercial actors and theatrical actors. We have operated as a Los
Angeles based talent agency since 1989. Since 1998, we have been affiliated with
Q Management, Inc., a New York-based agency which operated a business similar to
ours, albeit on a larger scale. More information on Q Management and Prima can
be found on Q Management's website, www.qmodels.com. We do not have operations
in any other location.
Our principal business is to represent and market talent and to book engagements
for such talent with client companies which require their services. While the
market for talent is very large, the business of talent agencies is highly
competitive and tends to be dominated by certain very large national agencies.
Our business is also driven by the overall demand in the marketplace for talent,
which tends to fluctuate based on the economy and overall world events and
affairs. While there exist opportunities to expand the business by increasing
our base of talent, such increases are constrained by our lack of capital. Our
business attracts new talent largely by word of mouth and reputation and we do
not have the resources to advertise or engage in significant marketing
activities.
Our industry has established certain standards, which all agencies generally
follow. Our principal business is booking the talent we represent for jobs with
client companies. Talent is either booked directly with a client or we book
talent through another agency. For work booked directly with the client we
generally earn a commission of approximately 33% based on the total compensation
paid to the talent. Under this structure, we retain approximately 20% of the
total gross amount paid to the talent and receive payment in an amount equal to
approximately 20% of such gross amount directly paid by the client. We only book
as revenues the net amount which we receive on account of our fees.
For print media jobs, the client is charged an agency fee which is 20% of the
talent's fee for the job and the agency also withholds 20% of the talent's fee
for the job. For example, if the talent's fee is $100.00, the client is billed
$120.00, which includes the portion of the agency fee paid by the client
($20.00). The agency then withholds an additional $20.00 agency fee from the
talent's fee. Thus, for a $100.00 job, the client pays $120.00, $40.00 of which
is retained by us and the remaining $80.00 paid to the talent. For commercial
jobs governed by the Screen Actors' Guild we withhold only a 10% fee from the
talent's fee and no fee is paid by the client. Thus, we generally earn a fee
equal to 33.3% of the client's billing on a print media job and 10% of the
client's billing on a job governed by our contract with the Screen Actors'
Guild.
Our talent can also be booked through another agency. When our talent is booked
through other agencies, the two agencies enter into a commission-sharing
agreement where we generally receive approximately 5-10% of the gross amount
paid to the talent. Where the talent booking is covered by the Screen Actors'
Guild, we generally receive a fee of approximately 10% of the gross amount paid
to the talent.
Going Concern Qualification
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Our auditors have prepared their report on the auditied financial statements
contained in this Annual Report on a going concern basis which contemplates the
realization of assets and liquidation of liabilities in the ordinary course of
business; however, currently such realization of assets and liquidation of
liabilities are subject to significant uncertainties.
As shown in the accompanying audited financial statements, as of June 30, 2005
our current liabilities exceeded our current assets by $474,399 and our total
liabilities exceeded our total assets by $865,546. These factors, among others,
indicate that we may be unable to continue existence. The financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the we be unable to continue in existence.
The appropriateness of Prima to continue using the aforementioned basis of
accounting is dependent upon, among other things, the ability to: (1) obtain
profitability and positive cash flow from ongoing operations, and (2) maintain
and increase existing credit facilities or raise additional capital.
Impact of Certain Trends and Events
Bookings and revenues per booking vary from period to period based on a number
of factors including seasonality of client advertising expenditures, general
economic conditions and the demand in the industry for Prima's then current
portfolio of talent and other timing-related issues. While we seek to increase
our bookings by attempting to attract new talent, to a large degree, the levels
of bookings in any specific period and the revenue per booking is determined by
factors which are not within our control. A decline in bookings and/or revenue
per booking will have a negative impact on our revenues and, to the extent
operating expenses cannot be concurrently reduced, profitability will be also
negatively impacted.
The significant components of selling, general and administrative expenses are
as follows: Selling Expenses are entirely comprised of the salaries and
employment-related expenses of our booking agents. Administrative Expenses
primarily comprise the salaries and employment-related expenses of
administrative personnel and out-of-pocket expenses such as travel and
entertainment costs. General Expenses comprise all other operational costs of
the business, principal components of which are accounting services, software
costs, equipment cost, insurance, accommodations for talent, stationery, rent,
utilities and repairs and maintenance. These expenses will generally not
experience significant variance based on volumes of business.
Results of Operations
Liquidity and Capital Resources
As of June 30, 2005, we had $18,237 in cash and cash equivalents and a working
capital deficit of $474,399. We used $9,200 in operating activities for the
fiscal year period ended June 30, 2005. For the fiscal year ended June 30, 2004,
our operations provided $79,522 in cash. We generated less cash flow from
operations in 2005 as compared to 2004 due principally to a decrease of
approximately $80,000 of accounts payable for the year ended June 30, 2005
compared to the year ended June 30, 2004. We received $393,488 in revenue during
the fiscal year ended June 30, 2005. Our current monthly operating costs are
approximately $28,750. Our cash balance as of June 30, 2005 was $18,237.
Notwithstanding, we believe that revenues generated from our operations will
satisfy our cash requirements for at least the next twelve months.
Historically, we have depended on loans from our principal shareholders and
their affiliated companies (such as Q Management, Inc.) to provide us with
working capital as required. While we do not maintain any available lines of
credit or other commitments of any kind from any financial institutions or third
parties, Q Management, Inc. does maintain a working capital facility and from
time to time utilizes that facility for our operations. Neither Q Management nor
our stockholders are obligated to make any loans or advances to us and there can
be no assurance that Q Management or our stockholders will continue making loans
or advances to us in the future.
10
As of June 30, 2005, we owed approximately $403,620 in the aggregate to our
stockholders, comprising $100.086 payable to Peter Zachariou and $303,534
payable to Fountainhead Investments, Inc., a company controlled by Peter
Zachariou. At said date, we also owed $372,866 to Q Management, Inc., which is
also controlled by Peter Zachariou. The stockholder loans are evidenced by a
series of promissory notes which are secured by all of the assets of Prima and
have been booked as long-term liabilities. The notes were originally due July 3,
2004, but the stockholders agreed to extend the maturity date of the loans until
July 31, 2006. The advances from Q Management are open-book inter-company loans
which have been booked as current liabilities which are payable on demand. The
promissory notes provide that the parties are to agree upon an interest rate
that is not to exceed 3%. The parties have verbally agreed that interest rate of
3.0% per annum will be accrued on the Peter Zachariou Note and that no agreement
has been reached relative to the accrual of interest as of this date on the
Fountainhead Note.
To fully implement our business and strategic plans, we will require the
availability of additional working capital, which we may seek to raise through
offerings of securities, loans from banks or other financial institutions or
through additional loans from our stockholders and Q Management or other
sources. We have no funding commitments from any third parties. Fountainhead
Investments, an affiliate of our principal officer and the controlling
stockholder of Prima, has verbally agreed to fund the cost associated with the
filing of the Company's Form 10SB registration statement. Such funding was and
will continue to be provided under the existing Prima promissory note in favor
of Fountainhead. Additional financing may not be available when needed or on the
terms acceptable to us. Unavailability of financing may require us to delay,
scale back or eliminate certain plans. We have no specific plans to raise
capital through offerings of our securities, nor do we have a timeline for doing
so.
We intend to fund our capital requirements for the next 12 months from our
operations. Should additional funding be required, we would seek further loan
advances from our principal shareholder and its affiliates, although there is no
commitment or other understanding between us and such shareholder with respect
to any further loans or investments. We expect to fund the costs of filing this
registration statement from loans through our principal officer and stockholder.
Such officer and stockholder is not obligated to make such loans, and we have no
agreements with such person with respect to any such loans.
Twelve Months Ended June 30, 2005 Compared to June 30, 2004
The following table summarizes the results of our operations during the fiscal
years ended June 30, 2005 and 2004, respectively, and provides information
regarding the dollar and percentage increase or (decrease) from the current
12-month period to the prior 12-month period:
We only record the revenues we actually receive on account of our fees generated
on account of client sales, not the gross sales generated by our talent
bookings. On this basis, revenues were $393,488 for the fiscal year ended June
30, 2005 as compared with $339,211 for the same period in 2004. The increase in
revenues of $55,277 or 16.3% resulted mainly from increased bookings of talent.
Comparisons between Selling, Administrative and General Expenses ("S,G & A") for
the fiscal year ended June 30, 2005 compared to the fiscal year ended June 30,
2004 are as follows:
11
Fiscal Year Ended 6/30/2005 Fiscal Year Ended 6/30/2004
--------------- ---------------
Salaries and benefits $214,838 $194,270
Rent $ 12,313 $ 36,754
Telephone $ 8,985 $ 14,550
Professional Fees $ 60,230 $ 2,000
All other S, G & A $ 49,409 $ 57,001
Total S, G & A $345,775 $304.575
During the fiscal year ended June 30, 2005, S, G & A expenses increased
principally due to an increase in professional fees incurred in connection with
the filing of the Company's Registration Statement with the U.S. Securities and
Exchange Commission and various compliance matters in connection therewith,
which were partially offset by a reduction in rent expense as a result of the
Company's relocation to lower cost offices.
We had a net profit of $33,346 for the fiscal year ended June 30, 2005 as
compared with a net profit of $30,800 for the fiscal year ended June 30, 2004.
This increase of $2, 546 was mainly due to our increased revenues which were
largely offset by increases expenditures for professional fees.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity or
capital expenditures or capital resources that is material to an investor in our
securities.
Seasonality
Our business, revenues and operating results are somewhat affected by
seasonality, which relates in large part to the various fashion seasons. In
addition, during the midsummer period (July 20 through August 31), we experience
a decline in revenues due to the vacation season. Many of the personnel at our
clients take vacation at this time and our operations are slower during this
period and, accordingly, we generate less revenues.
Inflation
Our business, revenues and operating results are not affected in any material
way by inflation.
Critical Accounting Policies
The Securities and Exchange Commission issued Financial Reporting Release No.
60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. The nature of our business
generally does not call for the preparation or use of estimates. Revenue is
recognized at the time that the client is invoiced for the services rendered.
There are no warranties, client acceptance policies, contract terms other than
the invoice terms, and no post delivery obligations. Revenue is recorded based
upon the percentage of the gross billings earned by us for its services based on
invoices and not based on the gross amount of the invoice. It is only this
percentage which actually represents the revenue to the Prima.
12
Risk Factors
There are several material risks associated with Prima. You should carefully
consider the risks and uncertainties described below, which constitute all of
the material risks relating to Prima. If any of the following risks are
realized, our business, operating results and financial condition could be
harmed. This means investors could lose all or a part of their investment.
FINANCIAL RISKS
We have only limited capital and if we are unable to raise more money we will be
required to delay, scale back or eliminate certain aspects of our business plan.
As of June 30, 2005, we had only $18,237 cash available to fund our operations.
The amounts and timing of our expenditures will depend primarily on our ability
to raise additional capital. We may seek to satisfy our future funding
requirements through new offerings of securities or from other sources,
including loans from our controlling stockholders and their affiliates.
Additional financing may not be available when needed or on terms acceptable to
us. We have no current commitment for additional financing. Unavailability of
financing may require us to delay, scale back or eliminate some or all of our
business plan. To the extent we raise additional capital by issuing equity
securities, your ownership interest would be diluted.
We have a history of losses or minimal profitability.
We have incurred substantial accumulated deficits during the time we have
operated the business ($3,940,910 as of June 30, 2005) and achieved net income
of only $33,346 in the fiscal year ended June 30, 2005. There can be no
assurance that we will be profitable in the future.
CONCENTRATED CONTROL RISKS
Fountainhead Investments, Inc., which is controlled by Peter Zachariou,
currently owns 75.16% of the outstanding common stock and Mr. Zachariou is our
only officer and director. He therefore has the power to make all major
decisions regarding our affairs, including decisions regarding whether or not to
issue stock and for what consideration, whether or not to sell all or
substantially all of our assets and for what consideration and whether or not to
authorize more stock for issuance or otherwise amend our charter or bylaws. He
is in a position to elect all of our directors and to dictate all of our
policies.
We do not currently have an employment agreement with Mr. Zachariou or key man
insurance on the life of Mr. Zachariou. Our future success will depend in
significant part on our ability to retain and hire key management personnel.
Competition for such personnel is intense and there can be no assurance that we
will be successful in attracting and retaining such personnel.
RISKS RELATING TO OUR BUSINESS
We face intense competition and may not be able to compete successfully.
Competition is intense in our business. Many of our competitors and potential
competitors have substantially greater financial and marketing resources, larger
customer bases, longer operating histories, greater name recognition and more
established relationships than we do. We cannot assure you that we will be able
to compete successfully against current or future competitors or that the
competitive pressures we will face will not harm our business.
Our auditor has expressed substantial doubt about the continuing operation of
our business.
The audit report of our independent auditor for the fiscal year ended June 30,
2005 indicates that we have suffered recurring losses from operations and that
we have a net capital deficiency that raises substantial doubt about our ability
to continue as a going concern. As shown in the accompanying financial
13
statements, as of June 30, 2005 the Company's current liabilities exceeded its
current assets by $474,399 and its total liabilities exceeded its total assets
by $865,546. These factors, among others, indicate that the Company may be
unable to continue existence. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue in existence. The Company's ability to
exist will depend on obtaining profitability and positive cash flow from ongoing
operations, and maintaining and increasing existing credit facilities or raising
additional capital.
MARKET RISKS
There is currently no market in our stock, and as a thinly-capitalized company,
there is no guarantee that there will ever be any efficient market in our stock.
If a market in our stock is ever developed, our stock price may become highly
volatile and the stock may be considered a penny stock. The likely market for
our stock would be the Over-the-Counter Bulletin Board (the "OTC Bulletin
Board") or the "pink sheets." Many of the securities traded in these
marketplaces are subject to significant volatility.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Set forth below are the audited financial statements for Prima for the fiscal
years ended June 30, 2005, 2004 and 2003.
PARITZ & COMPANY, P.A. 15 Warren Street, Suite 25
Certified Public Accountants Hackensack, New Jersey 07601
(201)342-7753
Fax: (201)342-7598
E-Mail: paritz @paritz.com
INDEPENDENT AUDITORS' REPORT
Board of Directors
Prima Eastwest Model Management, Inc.
We have audited the accompanying balance sheets of Prima Eastwest Model
Management, Inc. as of June 30, 2005, 2004 and 2003 and the related statements
of operations and accumulated deficit, stockholders' deficiency and cash flows
for the years then ended. 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 audit.
We conducted our audits in accordance with the standards of the Public
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform an audit of the Company's
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. 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 Prima Eastwest Model
Management, Inc. as of June 30, 2005, 2004 and 2003, and
14
the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring net
losses and as of June 30, 2005 its current liabilities and total liabilities
exceed its current assets and total assets by $474,399 and $865,546
respectively. These factors raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Paritz & Co, P.A.
Hackensack, New Jersey
July 26, 2005
15
PRIMA EASTWEST MODEL MANAGEMENT, INC.
BALANCE SHEETS
========================================================================================================================
JUNE 30,
------------------------------------------------------
2005 2004 2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 18,237 $ - $ -
Accounts receivable, net of allowance for bad debts of
$32,000 in 2005, $32,000 in 2004 and $32,000 in 2003 130,550 149,106 89,267
Prepaid expenses and other current assets 2,675 6,481 6,481
----------------- --------------- ----------------
TOTAL CURRENT ASSETS 151,462 155,587 95,748
PROPERTY AND EQUIPMENT, NET OF
ACCUMULATED DEPRECIATION AND AMORTIZATION 8,972 6,540 -
SECURITY DEPOSITS 3,501 3,501 6,881
----------------- --------------- ----------------
TOTAL ASSETS $163,935 $ 165,628 $ 102,629
================= =============== ================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable - talents $ 201,499 $ 277,013 $ 205,241
- other 33,247 37,007 7,436
Accrued expenses 18,249 6,141 3,138
Due to related party 372,866 340,739 412,886
----------------- --------------- ----------------
TOTAL CURRENT LIABILITIES 625,861 660,900 628,701
----------------- --------------- ----------------
OTHER LIABILITIES:
Due to officer 403,620 403,620 403,620
----------------- --------------- ----------------
TOTAL OTHER LIABILITIES 403,620 403,620 403,620
----------------- --------------- ----------------
STOCKHOLDERS' DEFICIENCY:
Common stock 3,075,364 3,075,364 3,075,364
Accumulated deficit (3,940,910) (3,974,256) (4,005,056)
----------------- --------------- ----------------
TOTAL STOCKHOLDERS' DEFICIENCY (865,546) (898,892) (929,692)
----------------- --------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 163,935 $ 165,628 $ 102,629
================= =============== ================
=========================================================================================================================
See notes to financial statements
16
PRIMA EASTWEST MODEL MANAGEMENT, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
========================================================================================================================
YEAR ENDED JUNE 30,
-------------------------------------------------------
2005 2004 2003
REVENUE:
Management fees, net $ 393,488 $339,211 $476,228
---------------- --------------- ----------------
COSTS AND EXPENSES (INCOME):
Selling, general and administrative expenses 345,775 304,575 634,033
Depreciation and amortization 2,258 834 29,921
Interest expense 12,109 3,002 3,138
Other (income) See Note 8 - - (170,000)
---------------- --------------- ----------------
TOTAL COSTS AND EXPENSES (INCOME) 360,142 308,411 497,092
---------------- --------------- ----------------
NET INCOME (LOSS) 33,346 30,800 (20,864)
ACCUMULATED DEFICIT - BEGINNING OF YEAR (3,974,256) (4,005,056) (3,984,192)
---------------- --------------- ----------------
ACCUMULATED DEFICIT - END OF YEAR $(3,940,910) $(3,974,256) $(4,005,056))
================ =============== ================
EARNINGS PER SHARE:
Basic: $0.24 $0.22 $(0.15)
Diluted $0.24 $0.22 $(0.15)
Weighted average shares outstanding 137,322 137,322 137,322
========================================================================================================================
See notes to financial statements
17
PRIMA EASTWEST MODEL MANAGEMENT, INC.
STATEMENT OF STOCKHOLDERS' DEFICIENCY
=====================================================================================================================
COMMON STOCK Accumulated
Shares Amount Deficit Total
-------------- ----------------- ------------------- ----------------
BALANCE - JUNE 30, 2002 137,322 3,075,364 (3,984,192) (908,828)
Net loss - - (20,864) (20,864)
-------------- ----------------- ------------------- ----------------
BALANCE - JUNE 30, 2003 137,322 3,075,364 (4,005,056) (929,692)
Net income - - 30,800 30,800
-------------- ----------------- ------------------- ----------------
BALANCE - JUNE 30, 2004 137,322 3,075,364 (3,974,256) (898,892)
Net income - - 33,346 33,346
-------------- ----------------- ------------------- ----------------
BALANCE - JUNE 30, 2005 137,322 $3,075,364 $(3,940,910) $(865,546)
============== ================= =================== ================
=====================================================================================================================
See notes to financial statements
18
PRIMA EASTWEST MODEL MANAGEMENT, INC.
STATEMENTS OF CASH FLOWS
=====================================================================================================================
YEAR ENDED JUNE 30,
--------------------------------------------------
2005 2004 2003
------------- --------------- -------------
OPERATING ACTIVITIES:
Net income (loss) $ 33,346 $ 30,800 $(20,864)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,258 834 29,921
Changes in operating assets and liabilities:
Accounts receivable 18,556 (59,839) 47,919
Prepaid expenses and other current assets 3,806 - 107,408
Security deposits - 3,380 -
Accounts payable - talent (75,514) 71,774 (64,979)
- other (3,760) 29,571 (179,078)
Accrued expenses 12,108 3,002 3,138
------------- --------------- -------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (9,200) 79,522 (76,535)
------------- --------------- -------------
INVESTING ACTIVITIES:
Acquisition of property and equipment (4,690) (7,375) -
------------- --------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (4,690) (7,375) -
------------- --------------- -------------
FINANCING ACTIVITIES:
Repayment of officer's loans - - (31,599)
Advances from related parties 32,127 (72,147) 100,640
------------- --------------- -------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 32,127 (72,147) 69,041
------------- --------------- -------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 18,237 - (7,494)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR - - 7,494
------------- --------------- -------------
CASH AND CASH EQUIVALENTS - END OF YEAR $ 18,237 $ - $ -
============= =============== =============
=====================================================================================================================
See notes to financial statements
19
PRIMA EASTWEST MODEL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005
1. BUSINESS DESCRIPTION
Prima Eastwest Model Management, Inc. ("Prima" or "the Company") was
incorporated under the laws of the State of California on March 22,
1989 and provides model management services in print and other media
outlets. In February 1996 Prima was acquired by Diva Entertainment,
Inc., a Florida corporation ("Diva Florida") which was then a
wholly-owned subsidiary of J.R. Consulting, Inc., a Nevada corporation.
In April 1999 Diva Florida was acquired by Diva Entertainment, Inc., a
Delaware Corporation ("Diva Delaware") and Diva Florida became a
wholly-owned subsidiary of Diva Delaware. On May 27, 2004 Diva Florida
declared a dividend to its sole stockholder, Diva Delaware, of all of
the issued and outstanding shares of Prima that were then held by Diva
Florida. Thereafter, on the same date, Diva Delaware declared a
dividend of ninety percent of the Prima stock held by it to the common
stockholders of Diva Delaware on a pro-rata basis, and also declared a
dividend of the remaining ten percent of the Prima stock held by it to
the preferred stockholders of Diva Delaware on a pro-rata basis.
Successful operations are subject to certain risks and uncertainties
including, among others, all the problems, expenses, delays and other
risks inherent in developing and expanding the Company's client base,
actual and potential competition by entities with greater financial
resources, experience and market presence than the Company. Further
risks and uncertainties relate to the ability of the Company to
generate sufficient revenue and obtain financing and additional equity.
Losses from operations over the past several years have adversely
affected the Company's liquidity. The Company also plans to continue to
expand its customer base and reduce operating expenses. Although there
can be no assurance that these measures will be successful, the Company
believes that future operations will provide sufficient liquidity to
fund current operations.
2. SIGNIFICANT ACCOUNTING POLICIES
Revenue recognition
The Company recognizes revenue upon completion of the service by the
model and talents.
Cash and cash equivalents
The Company considers all highly liquid debt investments with original
maturities of three months or less when purchased to be cash
equivalents. The carrying amounts approximate fair market value because
of the short maturity.
The Company maintains cash balances at various financial institutions.
Accounts at each institution are insured by the Federal Deposit
Insurance Corporation up to $100,000. The Company's accounts at these
institutions may, at times, exceed the Federally-insured limits. The
Company has not experienced any losses in such accounts.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation
and amortization. Depreciation and amortization of property and
equipment are computed on the straight-line and accelerated methods in
amounts sufficient to relate the cost of the depreciable assets to
operations over their estimated service lives, which range from five to
seven years. The cost of leasehold improvements is amortized over the
life of the lease or the estimated useful life of the improvements,
whichever is less.
Uses of estimates in the preparation of financial statements
The preparation of financial statements in conformity with accounting
principles generally accepted in the Untied States of America 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 statements and the
reported amounts of net revenue and expenses during each reporting
period. Actual results could differ from those estimates.
The Company estimates an allowance for doubtful accounts based on the
credit-worthiness of its customers, as well as general economic
conditions. Consequently, an adverse change in those conditions could
affect the Company's estimate.
Fair value of financial instruments
The carrying amounts of cash, accounts receivable, accounts payable and
current debt and due to officer amounts approximate fair value,
principally because of the short-term maturity of these items. Due to
officers included in other liabilities is a stated amount based on the
face amount borrowed from the officer; it is not practical to estimate
its fair market value because the amount is due with a related party
and to determine its fair value would require incurring excessive
costs.
Impairment of long-lived assets
The Company accounts for the impairment of long-lived assets in
accordance with Statement of Financial Accounting Standards ("SFAS")
No. 144 which required that long-lived assets and identifiable
intangibles held and used by a company be reviewed for possible
impairment whenever events or changes in circumstances indicate that
the carrying value of an asset may not be recoverable.
Stock based compensation
The Company has adopted the disclosure-only provision of SFAS No. 123,
"Accounting for Stock-Based Compensation", which permits the Company to
account for stock option grants in accordance with APB Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees". Under APB25,
compensation expense is recorded when the exercise price of the
Company's employee stock option is less than the market price of the
underlying stock at the date of grant. At June 30, 2004 there are no
options issued and outstanding to employees.
Deferred income taxes
The Company accounts for deferred income taxes using SFAS No. 109,
"Accounting for Income Taxes" ("SFAS 109"). The statement requires that
deferred income taxes reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their
bases for financial reporting purposes. In addition, SFAS 109 requires
the recognition of future tax benefits, such as net operating loss
carryforwards. A valuation allowance related to deferred tax assets is
recognized when, in management's judgment, it is more likely than not
that all, or a portion of such deferred assets, will not be realized.
Comprehensive income
The Company records comprehensive income in accordance with SFAS No.
130 ("SFAS 130"), "Reporting Comprehensive Income". SFAS 130 requires
unrealized gains and losses on investments available for sale to be
included in other comprehensive income. The components of comprehensive
income and the effect on earnings for the year ended June 30, 2004 is
detailed in the accompanying statement of stockholders' equity. The
assets relating to the balance in other comprehensive income were sold
during the year ended June 30, 2003.
Earnings per share
Basis earnings per share amounts have been computed using the
weighted-average number of common and common equivalent shares
outstanding during each year. Diluted earnings per share amounts have
been computed using the weighted-average number of common and common
equivalent shares and the dilutive potential common outstanding during
each year. At June 30, 2005 there is no determinable market value of
the common stock since it is not currently trading on any stock
exchange.
3. PROPERTY AND EQUIPMENT
A summary of property and equipment is as follows:
Depreciation and amortization expense for the years ended June 30,
2005, 2004 and 2003 was $2,258, $834 and, $29,921, respectively.
4. RELATED PARTY TRANSACTIONS
Due to officer
The amounts due to officer represent loans made to the Company by the
majority shareholder of the Company and an entity controlled by him. As
of June 30, 2005, the Company was indebted to this officer and his
controlled entity in the amounts of $$100,086 and $303,534
respectively. These loans are evidenced by a series of promissory notes
bearing interest at 3% per annum and are collateralized by a security
interest in substantially all of the assets of the Company. The due
dates of these notes have been extended until July 31, 2006.
Due to related party
The amounts due to a related party represent net advances made to the
Company. Such advances are open-book inter-company loans which have
been recorded as current liabilities and are payable on demand. As of
June 30, 2005, and included in this amount, is a payable of $347,568 to
a related company that is owned by the majority shareholder of the
Company.
5. DEFERRED INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amount of assets and liabilities for
financial statement and income tax purposes under enacted tax laws and
rates. Components of the Company's deferred tax liabilities and assets
are as follows:
YEAR ENDED JUNE 30,
-------------------------------------------------------
2005 2004 2003
--------------- ---------------- ----------------
Deferred tax assets:
Net operating loss carryforwards $1,340,000 $1,352,000 $1,362,000
Less valuation allowance 1,340,000 1,352,000 1,362,000
--------------- ---------------- ----------------
Net deferred tax asset $ - $ - $ -
=============== ================ ================
No provision for income taxes has been made due to the utilization of
net operating loss carryforwards against which a valuation allowance
had been previously established.
6. COMMITMENTS AND CONTINGENCIES
Rental commitments
The Company leases its office through a non-cancellable lease agreement
which expires in December, 2006 and provides for rentals of $6,000
through expiration.
Rental expense charged to operations for the years ended June 30, 2005,
2004 and 2003 aggregated approximately $12,300, $36,800, and $58,100,
respectively.
Contingency/litigation
In December 1997 the Company entered into an agreement with an
unrelated third party to sell certain of the Company's assets and
liabilities related to a studio which the Company had previously
utilized. Pursuant to this agreement, the Company assigned the lease
for the studio to the buyer, although the Company remained principally
liable on the lease. The future commitments under the lease at June 30,
2003 of approximately $600,000 were payable by the third party through
October 2007. The Company was also liable for these commitments in case
the buyer defaulted on such payments. In fact, the buyer did default
and the landlord filed a lawsuit against both the buyer and the Company
to recover unpaid past and future rent payments. Pursuant to the
original agreement between the Company and the third party, the Company
was indemnified by the third party against any liability exposure on
account of the landlord's claims. In August 2004 the landlord's claims
against the third party and the Company were fully settled in lieu of
certain payments by the third party to the landlord, which were, in
fact, made. Thereafter, the landlord's claims against the Company on
account of the lease were released and on September 4, 2004 the
landlord's case was dismissed without any payment of further obligation
on behalf of the Company.
7. SELLING GENERAL AND ADMINISTRATIVE EXPENSES
The major components of selling, general and administrative expenses
are as follows:
YEAR ENDED JUNE 30,
---------------------------------------
2005 2004 2003
-------- -------- ---------
Salaries and benefits $214,838 $194,270 $311,357
Rent 12,313 36,754 58,139
Telephone 8,985 14,550 22,451
Professional fees 60,230 2,000 415
All other selling, general and
administrative expenses 49,409 57,001 241,671
$345,775 $304,575 $634,033
8. OTHER INCOME
The Company previously recorded $170,000 of other income as a reduction
of selling general and administrative expenses during the year ended
June 30, 2003. This amount has been reclassified as other income and
the related selling, general and administrative expenses have been
adjusted to their gross amount. This reclassification did not have a
financial effect upon the net loss as previously reported.
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 8a. CONTROLS AND PROCEDURES.
Within 90 days of the filing of this Form 10-KSB, an evaluation was carried out
under the supervision and with the participation of our management, including
Peter Zachariou, our sole officer and director, of the effectiveness of our
disclosure controls and procedures. Disclosure controls and procedures are
procedures that are designed with the objective of ensuring that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, such as this Form 10-KSB, is recorded, processed, summarized and
reported within the time period specified in the Securities and Exchange
Commission's rules and forms. Based on that evaluation, Mr. Zachariou concluded
that as of June 30, 2005, and as of the date that the evaluation of the
effectiveness of our disclosure controls and procedures was completed, our
disclosure controls and procedures were effective to satisfy the objectives for
which they are intended.
There were no changes in our internal control over financial reporting
identified in connection with the evaluation performed that occurred during the
fiscal year covered by this report that has materially affected or is reasonably
likely to materially affect, our internal control over financial reporting.
PART III.
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Set forth below is the name of our sole director and executive officer, his age,
all positions and offices that he held with us, the period during which he has
served as such, and his business experience during at least the last five years.
Name Age Positions Held
Peter Zachariou 43 Chairman, CEO,
Treasurer and
Secretary since
1999
Mr. Zachariou has been the CEO, Chairman, Treasurer and Secretary of Prima and
the sole member of the Company's board of directors since April 1999. He was
also President and Chairman of the Board of Diva Entertainment, Inc. from April
1999 through June 2004.
From June 1998 through April 2002, Mr. Zachariou was President and a Director of
ASD Group, Inc., a public company which filed for protection from its creditors
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court. ASD was engaged in the business of contract manufacturing of
components for third party manufacturers, primarily in the computer industry. On
June 5, 2001, ASD Group, Inc. filed Chapter 11 Bankruptcy in the United States
Bankruptcy Court, Southern District of New York (Case # 01-36475-cgm). Pursuant
to an order of the Bankruptcy Court dated September 28, 2001, ASD sold all of
its assets to a third party, Technology Outsource Solutions, LLC and ceased
operations. On April 29, 2003, the case was converted from Chapter 11 to Chapter
7. ASD Group, Inc. continues to be the subject of a Chapter 7 proceeding in the
Bankruptcy Court, and is managed by the
appointed Chapter 7 Trustee. All of the operating assets of the company have
been liquidated and the company continues to pursue and adjudicate remaining
claims. From October 2001 through April 2003, Mr. Zachariou was also a manager
and member of Technology Outsource Solutions LLC, a New York limited liability
company which purchased the assets of ASD and provided contract manufacturing
and engineering services to original equipment manufacturers.
From June 25, 1995 through January 14, 2000, Mr. Zachariou was President,
Chairman and a director of JR Consulting, Inc. On January 14, 2000, JR
Consulting merged with Providential Holdings, Inc. ("Providential"). JR
Consulting was a holding company whose principal holdings comprised two
companies engaged in the talent management industry--Q Model Management, Inc.
and Prima. In June 2000, JR Consulting sold its holdings in the talent
management industry to Diva Delaware and changed its name to Providential
Holdings, Inc. Mr. Zachariou's active involvement with JR Consulting (later
known as Providential Holdings, Inc.) terminated concurrent with that
transaction. At no time did Mr. Zachariou have any officer or director
relationship with Providential. On April 1, 1999, all of JR's interest in Diva
Florida, which owned all of the stock of Prima, was sold to Diva Delaware in
exchange for Diva Delaware shares. Concurrent with the merger between JR and
Providential, Providential entered into an agreement with Havilland, Ltd. (an
entity controlled by Mr. Zachariou) to purchase all of Providential's Diva
Delaware shares. The sale of these shares closed on June 30, 2000. Mr. Zachariou
is the sole director, officer and shareholder of Fountainhead Investments, Inc.,
a Delaware corporation and he has been since the inception of Fountainhead on
March 5, 2002. The principal business of Fountainhead is to hold certain of Mr.
Zachariou's investment interests. Fountainhead owns all of the issued and
outstanding stock of Diva Entertainment, Inc., a Florida corporation, which in
turn holds all of the issued and outstanding stock of Q Management, Inc., a New
York corporation. From June 2000 through June 2004, Havilland Ltd (an entity
controlled by Peter Zachariou) held 4,225,000 shares of common stock and 3,000
shares of Series B Preferred Stock of Diva Delaware. On June 11, 2004, Havilland
exchanged 3,725,000 of such common shares for all of the shares of Diva Florida
and converted its 3,000 shares of Series B Preferred Stock for 1,150,000 shares
of common stock. As a result of these transactions, Havilland held 1,475,000
shares of common stock of Diva Delaware (now known as Igia, Inc.), which
comprises approximately 3.2% of Igia's issued and outstanding common stock on a
fully diluted basis. In June 2004, Havilland transferred its Igia shares to
Fountainhead Investments, Inc., another entity controlled by Peter C. Zachariou.
Diva Florida and Diva Delaware (through the date of its divestiture of Diva
Florida) are holding companies for businesses in the talent management business.
Havilland and Fountainhead are holding companies for investments controlled by
Peter C. Zachariou. Igia is engaged in the distribution of personal care
products and small appliances.
Mr. Zachariou is also the sole officer and director of Q Management, Inc. and
has held those positions since December 1998. For at least the preceding five
years, Mr. Zachariou also has been a private investor and entrepreneur.
Mr. Zachariou devotes approximately 10% of his business time to the affairs of
Prima. The time Mr. Zachariou spends on the business affairs of the Company
varies from week to week and is based upon the needs and requirements of the
Company. We estimate that Mr. Zachariou spends approximately 4-5 hours per week
on average on the affairs of Prima. There are no agreements or understandings
for Mr. Zachariou to resign at the request of another person and Mr. Zachariou
is not acting on behalf of nor will he act at the direction of any other person.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee financial expert, nor do we have an
audit committee. Our entire board of directors, which currently consists of Mr.
Zachariou, handles the functions that would otherwise be handled by an audit
committee. We do not currently have the capital resources to pay director fees
to a qualified independent expert who would be willing to serve on our board and
who would be willing to act as an audit committee financial expert. As our
business expands and as we appoint others to our board of directors we expect
that we will seek a qualified independent expert to become a member of our board
of directors. Before retaining any such expert our board would make a
determination as to whether such person is independent.
Section 16(a) of the Securities Act of 1934 requires the Company's officers and
directors, and greater than 10% stockholders, to file reports of ownership and
changes in ownership of its securities with the Securities and Exchange
Commission. Copies of the reports are required by SEC regulation to be furnished
to the Company. Based on management's review of these reports during the fiscal
year ended June 30, 2005, all reports required to be filed were filed on a
timely basis.
Code of Ethics
On July 19, 2004, our board of directors adopted a code of ethics that our
principal financial officer, principal accounting officer or controller and any
person who may perform similar functions is subject to. Currently Mr. Zachariou
is our only officer and our sole director, therefore, he is the only person
subject to the Code of Ethics. If we retain additional officers in the future to
act as our principal financial officer, principal accounting officer, controller
or persons serving similar functions, they would become subject to the Code of
Ethics. The Code of Ethics does not indicate the consequences of a breach of the
code. If there is a breach, the board of directors would review the facts and
circumstances surrounding the breach and take action that it deems appropriate,
which action may include dismissal of the employee who breached the code.
Currently, since Mr. Zachariou serves as the sole director and sole officer, he
is responsible for reviewing his own conduct under the Code of Ethics and
determining what action to take in the event of his own breach of the Code of
Ethics.
Key Employees
We consider Jeff Kolsrud, whose services are provided to Prima pursuant to the
Management Services Agreement, to be a key employee of Prima. Mr. Kolsrud has
been Vice President of Q Management for the past eight years and is intimately
knowledgeable regarding our operations. Mr. Kolsrud shares his business time
between Prima and Q Management. He spends approximately 20 percent (about 10
hours per week) of his time on the affairs of Prima and the remaining time on
the affairs of Q Management.
ITEM 10. EXECUTIVE COMPENSATION.
Our sole officer and director, Peter Zachariou, does not receive any
compensation for the services he renders to Prima, has not received compensation
in the past, and is not accruing any compensation pursuant to any agreement with
Prima. Mr. Zachariou, anticipates receiving benefits as a beneficial stockholder
of Prima. Mr. Zachariou may receive a salary or other compensation for services
that he provides to Prima in the future. No retirement, pension, profit sharing,
stock option or insurance programs or other similar programs have been adopted
by Prima for the benefit of Prima's employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 1, 2005, each person known by us
to be the beneficial owner of five percent or more of our common stock, all
directors individually and all directors and officers as a group. Each person
named below has sole voting and investment power with respect to the shares
shown unless otherwise indicated.
Name and Address of Amount of Beneficial Percentage
Beneficial Owner Ownership of Class
Fountainhead Investments, Inc. 103,218 (1) 75.16%
c/o Q Management Inc.
180 Varick Street
13th Floor
New York, NY 10014
Peter Zachariou 103,218 (1) 75.16%
c/o Q Management Inc.
180 Varick Street
13th Floor
New York, NY 10014
All executive officers and directors
as a group (1 person named above) 103,218 (1) 75.16%
----------------------------
(1) Fountainhead Investments, Inc., which is controlled by Peter
Zachariou, our sole director, Chief Executive Officer, Treasurer and Secretary,
owns 103,218 shares of our outstanding common stock constituting 75.16% of our
outstanding common stock. Mr. Zachariou is the sole owner of Fountainhead
Investments, Inc.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
As of June 30, 2005, we owed approximately $403,620 in the aggregate to our
stockholders, comprising $100.086 payable to Peter Zachariou and $303,534
payable to Fountainhead Investments, a company controlled by Peter Zachariou. At
that date, we also owed $372,866 to Q Management, which is also controlled by
Peter Zachariou. Fountainhead Investments is our largest shareholder and its
sole stockholder, Peter Zachariou, is our sole director and officer. In this
capacity, Mr. Zachariou has significant control over the governance of the
company. We have a Management Services Agreement with Q Management under which
they provide us with certain management services and certain back office
functions. Mr. Zachariou does not intend to demand payment under the loans until
Prima has sufficient cash flow from operations and sufficient positive working
capital to satisfy the operating cash requirements of Prima and retire (in whole
or in part) the related party loan.
The stockholder loans are evidenced by a series of promissory notes pursuant to
which advances and repayments may be made on an ongoing basis and are secured by
all of the assets of Prima. These notes are due July 31, 2006. The outstanding
principal amount under these notes bears interest at a rate of 3%. The
obligation evidenced by these promissory notes is secured by a lien on all
assets of the Company. The advances from Q Management are open-book
inter-company loans which have been booked as current liabilities which are
payable on demand.
ITEM 13. EXHIBITS
Exhibit
Number Description
-------- -----------
2.1 Articles of Incorporation [incorporated by reference to Exhibit 2.1
of the initial filing of the Company's Registration Statement on
Form 10-SB, filed on March 1, 2005]
2.2 Bylaws [incorporated by reference to Exhibit 2.2 of the initial
filing of the Company's Registration Statement on Form 10-SB, filed
on March 1, 2005]
3.1 Promissory Note, dated March 31, 2005, by Prima in favor of
Fountainhead Investments, Inc. [incorporated by reference to Exhibit
3.1 of Amendment No.1 to the Company's Registration Statement on
Form 10-SB, filed on June 10, 2005]
3.2 Promissory Note, dated March 31, 2005, by Prima in favor of Peter
Zachariou [incorporated by reference to Exhibit 3.2 of Amendment
No.1 to the Company's Registration Statement on Form 10-SB, filed on
June 10, 2005]
6.1 Management Services Agreement, dated May 2, 2005, between the
Company and Q Management, Inc. [incorporated by reference to Exhibit
6.1 of Amendment No.1 to the Company's Registration Statement on
Form 10-SB, filed on June 10, 2005]
6.2 Form of Agreement with Talent [incorporated by reference to Exhibit
6.2 of Amendment No.1 to the Company's Registration Statement on
Form 10-SB, filed on June 10, 2005]
14 Code of Ethics [incorporated by reference to Exhibit 14 of the
initial filing of the Company's Registration Statement on Form
10-SB, filed on March 1, 2005]
31 Certification of Principal Executive Officer and Principal Financial
Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32 Certification of Principal Executive Officer and Principal Financial
Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The aggregate fees billed for professional services rendered by Paritz &
Company, P.A. for the audit of the annual financial statements and review of the
quarterly statements and review of the Company's Registration Statement was
$16,060 for the fiscal year ended June 30, 2005 and $20,790 for the fiscal year
ended June 30, 2004. The Company had no other audit-related fees.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: September 28, 2005
PRIMA EASTWEST MODEL MANAGEMENT, INC.
By: /s/ Peter Zachariou
-------------------------------------
Name: Peter Zachariou
Title: Chief Executive Officer, Chairman of the Board of
Directors, Treasurer and Secretary
Exhibit 31
CERTIFICATION
I, Peter Zachariou, certify that:
I have reviewed this annual report on Form 10-KSB of PRIMA EASTWEST MODEL
MANAGEMENT, INC.;
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: September 28, 2005
/s/ Peter Zachariou
-------------------
Peter Zachariou
Principal Executive Officer and Principal
Financial Officer
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Peter Zachariou, the Chief Executive Officer, Chairman of
the Board of Directors, Treasurer and Secretary of PRIMA EASTWEST MODEL
MANAGEMENT, INC. (the "Company"), DOES HEREBY CERTIFY that:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2005 (the "Report"), fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
IN WITNESS WHEREOF, the undersigned has executed this statement this 28th day of
September, 2005.
/s/ Peter Zachariou
------------------------------------
Peter Zachariou
Principal Executive Officer and
Principal Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Prima EastWest Model Management, Inc. and will be retained by Prima
EastWest Model Management, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
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