ITEM 1. FINANCIAL STATEMENTS
PRESTIGE CAPITAL CORPORATION
Condensed Financial Statements
September 30, 2019
(Unaudited)
PRESTIGE CAPITAL CORPORATION
Condensed Balance Sheets
(Unaudited)
|
|
September 30,
2019
|
|
December 31,
2018
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
129
|
|
|
$
|
201
|
|
Total Current Assets
|
|
|
129
|
|
|
|
201
|
|
Total Assets
|
|
$
|
129
|
|
|
$
|
201
|
|
Liabilities and Stockholders' (Deficit)
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable – related party
|
|
$
|
11,100
|
|
|
$
|
6,600
|
|
Accounts payable
|
|
|
—
|
|
|
|
1,100
|
|
Accrued interest – related party
|
|
|
33,556
|
|
|
|
24,575
|
|
Notes payable – related party
|
|
|
154,515
|
|
|
|
147,115
|
|
Total Current Liabilities
|
|
|
199,171
|
|
|
|
179,390
|
|
Total Liabilities
|
|
|
199,171
|
|
|
|
179,390
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
Preferred stock - 10,000,000 shares authorized - None issued and outstanding
|
|
|
—
|
|
|
|
—
|
|
Common stock - 100,000,000 shares authorized having a par value of $0.001 per share, 3,332,200 shares issued and outstanding
|
|
|
3,332
|
|
|
|
3,332
|
|
Additional paid in capital
|
|
|
713,573
|
|
|
|
713,573
|
|
Accumulated deficit
|
|
|
(915,947
|
)
|
|
|
(896,094
|
)
|
Total Stockholders' Deficit
|
|
|
(199,042
|
)
|
|
|
(179,189
|
)
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
129
|
|
|
$
|
201
|
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
PRESTIGE CAPITAL CORPORATION
Condensed Statements of Operations
(Unaudited)
|
|
Three Months Ended
September 30, 2019
|
|
Three Months Ended
September 30, 2018
|
|
Nine months Ended
September 30, 2019
|
|
Nine months Ended
September 30, 2018
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
2,724
|
|
|
|
2,624
|
|
|
|
10,872
|
|
|
|
10,847
|
|
Loss from Operations
|
|
|
(2,724
|
)
|
|
|
(2,624
|
)
|
|
|
(10,872
|
)
|
|
|
(10,847
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense - related party
|
|
|
(3,069
|
)
|
|
|
(2,002
|
)
|
|
|
(8,981
|
)
|
|
|
(5,907
|
)
|
Interest expense
|
|
|
—
|
|
|
|
(2,487
|
)
|
|
|
—
|
|
|
|
(7,461
|
)
|
Total other expense
|
|
|
(3,069
|
)
|
|
|
(4,489
|
)
|
|
|
(8,981
|
)
|
|
|
(13,368
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss before income taxes
|
|
|
(5,793
|
)
|
|
|
(7,113
|
)
|
|
|
(19,853
|
)
|
|
|
(24,215
|
)
|
Income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(5,793
|
)
|
|
$
|
(7,113
|
)
|
|
$
|
(19,853
|
)
|
|
$
|
(24,215
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss Per Share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Weighted Average Number of Common Shares Outstanding
|
|
|
3,332,200
|
|
|
|
2,532,200
|
|
|
|
3,332,200
|
|
|
|
2,532,200
|
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
PRESTIGE CAPITAL CORPORATION
Statements of Stockholders’ Deficit
For the nine months ended September 30, 2018
and 2019
(Unaudited)
|
|
Common stock
|
|
Additional
paid-in
|
|
Accumulated
|
|
|
|
|
Shares
|
|
Amount
|
|
capital
|
|
deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
|
2,532,000
|
|
|
$
|
2,532
|
|
|
$
|
547,677
|
|
|
$
|
(864,741
|
)
|
|
$
|
(314,532
|
)
|
Net loss for the quarter ended March 31, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,004
|
)
|
|
|
(10,004
|
)
|
Balance at March 31, 2018
|
|
|
2,532,000
|
|
|
$
|
2,532
|
|
|
$
|
547,677
|
|
|
$
|
(874,745
|
)
|
|
$
|
(324,536
|
)
|
Net loss for the quarter ended June 30, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(7,098
|
)
|
|
|
(7,098
|
)
|
Balance at June 30, 2018
|
|
|
2,532,000
|
|
|
$
|
2,532
|
|
|
$
|
547,677
|
|
|
$
|
(881,843
|
)
|
|
$
|
(331,634
|
)
|
Net loss for the quarter ended September 30, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(7,113
|
)
|
|
|
(7,113
|
)
|
Balance at September 30, 2018
|
|
|
2,532,000
|
|
|
$
|
2,532
|
|
|
$
|
547,677
|
|
|
$
|
(888,956
|
)
|
|
$
|
(338,747
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2018
|
|
|
3,332,000
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(896,094
|
)
|
|
$
|
(179,189
|
)
|
Net loss for the quarter ended March 31, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(8,342
|
)
|
|
|
(8,342
|
)
|
Balance at March 31, 2019
|
|
|
3,332,000
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(904,436
|
)
|
|
$
|
(187,531
|
)
|
Net loss for the quarter ended June 30, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,718
|
)
|
|
|
(5,718
|
)
|
Balance at June 30, 2019
|
|
|
3,332,000
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(910,154
|
)
|
|
$
|
(193,249
|
)
|
Net loss for the quarter ended September 30, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,793
|
)
|
|
|
(5,793
|
)
|
Balance at September 30, 2019
|
|
|
3,332,000
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(915,947
|
)
|
|
$
|
(199,042
|
)
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
PRESTIGE CAPITAL CORPORATION
Condensed Statements of Cash Flows
(Unaudited)
|
|
Nine months
Ended
September 30,
2019
|
|
Nine months
Ended
September 30,
2018
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(19,853
|
)
|
|
$
|
(24,215
|
)
|
Adjustments to reconcile Net Loss to Net Cash (used in) operations:
|
|
|
|
|
|
|
|
|
Expenses paid by related party
|
|
|
4,500
|
|
|
|
5,100
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
Increase (decrease) in accounts payable
|
|
|
(1,100
|
)
|
|
|
1,100
|
|
Increase in accrued interest – related party
|
|
|
8,981
|
|
|
|
5,907
|
|
Increase in accrued interest
|
|
|
—
|
|
|
|
7,461
|
|
Net cash (used in) Operating Activities
|
|
|
(7,472
|
)
|
|
|
(4,647
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net cash provided by Investing Activities
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from notes payable – related party
|
|
|
7,400
|
|
|
|
4,200
|
|
Net cash provided by Financing Activities
|
|
|
7,400
|
|
|
|
4,200
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash
|
|
|
(72
|
)
|
|
|
(447
|
)
|
Beginning Cash Balance
|
|
|
201
|
|
|
|
572
|
|
Ending Cash Balance
|
|
$
|
129
|
|
|
$
|
125
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
Prestige Capital Corporation
Notes to the Unaudited Condensed Financial Statements
September 30, 2019
NOTE 1 – 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 as of and for the period
ended September 30, 2019 and for all periods presented have been made.
Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s December 31, 2018 audited financial statements as reported
in its Form 10-K. The results of operations for the nine-month period ended September 30, 2019 are not necessarily indicative of
the operating results for the full year ended December 31, 2019.
NOTE 2 – GOING CONCERN
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since
inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited
for the past several years and it is dependent upon financing to continue operations. These factors raise substantial doubt about
the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty. It is management’s plan to acquire or merge with other operating companies
NOTE 3 – RELATED PARTY TRANSACTIONS
During the nine months ended September 30,
2019, the Company borrowed $7,400 from a shareholder resulting in a notes payable – related party balance of $154,515 at
September 30, 2019 and $147,115 at December 31, 2018. These loans are due on demand and bear interest at the rate of 8%. Interest
expense on the loans for the nine months ended September 30, 2019 and 2018 was $8,981 and $5,907, respectively, resulting in accrued
interest of $33,556 and $24,575 at September 30, 2019 and December 31, 2018, respectively.
During the quarter ended September 30, 2019,
a shareholder invoiced the Company for consulting, administrative and professional services and out-of-pocket costs provided or
paid on behalf of the Company totaling $4,500.
NOTE 4 – SUBSEQUENT EVENTS
The Company’s management reviewed all
material events from the balance sheet date through the date these financial statements were issued and has determined that there
are no material subsequent events to report.
In this report references to “Prestige,” “the
Company,” “we,” “us,” and “our” refer to Prestige Capital Corporation.
FORWARD LOOKING STATEMENTS
The U. S. Securities and Exchange Commission (“SEC”)
encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects
and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,”
“believe,” “intend,” “anticipate,” “estimate,” “project,” or “continue”
or comparable terminology used in connection with any discussion of future operating results or financial performance identify
forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as
of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to
a number of important factors and uncertainties that could cause actual results to differ materially from those described in the
forward-looking statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Executive Overview
We have not recorded revenues since our reactivation in 2006. The
Company intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements,
but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in
the future. These factors raise substantial doubt as to our ability to continue as a going concern. Our plan is to combine with
an operating company to generate revenue.
Management intends to investigate a potential merger or acquisition
of a company. However, we have not entered into any definitive agreement relating to a transaction as of the filing date of this
report. We anticipate that the evaluation of this opportunity will be complex. We expect that our due diligence will encompass
meetings with its business management and inspection of its operations, as well as review of financial and other information that
may be available to our management. This review may be conducted either by our management or by unaffiliated third party consultants
that the Company may engage. The Company’s limited funds and the lack of full-time management will likely make it impracticable
to conduct an exhaustive investigation.
We anticipate that the selection of a business opportunity will
be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries
and shortages of available capital, we believe that there are numerous firms seeking the perceived benefits of becoming a publicly
traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating
or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors
in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater
flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available
business combinations may occur in many different industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities extremely difficult and complex.
If we obtain a business opportunity, then it may be necessary to
raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we
would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The
purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration
requirements of the Securities Act of 1933. We do not currently intend to make a public offering of our stock. We also note that
if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common
stock.
Liquidity and Capital Resources
We have not recorded revenues from operations and we have not established
an ongoing source of revenue sufficient to cover our operating costs. We have relied upon loans and advances from related parties
to fund our operations.
Our cash decreased to $129 at September 30, 2019 from $201 at December
31, 2018. Our total liabilities increased to $199,171 at September 30, 2019 from $179,390 at December 31, 2018, primarily due to
accounts payable – related party, notes payable – related party and accrued interest on notes payable – related
party.
We intend to obtain capital from management, significant stockholders
and third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability
to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire
or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability
for the long term.
During the next 12 months we anticipate incurring additional costs
related to the filing of Exchange Act reports. We believe we will be able to meet these costs through advances and loans provided
by management, significant stockholders or third parties. We may also rely on the issuance of our common stock in lieu of cash
to convert debt or pay for expenses.
Results of Operations
We did not record revenues in either 2019 or 2018. General and administrative
expense increased to $10,872 for the nine months ended September 30, 2019 (“2019 nine month period”) compared to $10,847
for the nine months ended September 30, 2018 (“2018 nine month period”). General and administrative expense increased
to $2,724 for the three months ended September 30, 2019 (“2019 third quarter”) compared to $2,624 for the three months
ended September 30, 2018 (“2018 third quarter”).
Total other expense decreased to $8,981 for the 2019 nine month
period compared to $13,368 for the 2018 nine month period. Total other expense decreased to $3,069 for the 2019 third quarter compared
to $4,489 for the 2018 third quarter. The decrease of total other expense was primarily related to the conversion of two promissory
notes and related accrued interest totaling $166,696 being converted into 800,000 common shares at December 31, 2018.
Our net loss decreased to $19,853 for the 2019 nine month period
compared to $24,215 for the 2018 nine month period. Our net loss decreased to $5,793 for the 2019 third quarter compared to $7,113
for the 2018 third quarter. The decrease of net loss for the periods was primarily related to the conversion of the two promissory
notes in the prior year resulting in less interest expense. Management expects net losses to continue until we acquire or merge
with a business opportunity.
Commitments and Obligations
Notes Payable and Accounts Payable – Related Party:
The Company has borrowed a total of $154,515 from a stockholder. This note payable is unsecured, due on demand, and bears interest
at 8% per annum. At September 30, 2019, accrued interest for this note payable totaled $33,556. No payments for principle or interest
have been made to date for this note. In addition, this stockholder provided, or paid on our behalf, professional services in the
amount of $4,500 during the 2019 nine month period and the Company owes this stockholder accounts payable totaling $11,100.
Off-Balance Sheet Arrangements
We have not entered into 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, capital expenditures or capital resources and would be considered material to investors.
Emerging Growth Company
We qualify as an emerging growth company as that term is used in
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). A company qualifies as an emerging growth company
if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December
8, 2011, had not sold common equity securities under a registration statement. Under the JOBS Act we are permitted to, and intend
to, rely on exemptions from certain disclosure requirements
In addition, Section 107 of the JOBS Act also provides that an emerging
growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of
this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with
such new or revised accounting standards.