ITEM 1. FINANCIAL STATEMENTS
PRESTIGE CAPITAL CORPORATION
Condensed Financial Statements
September 30, 2020
(Unaudited)
PRESTIGE CAPITAL CORPORATION
Condensed Balance Sheets
(Unaudited)
|
|
September 30,
2020
|
|
December 31,
2019
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
933
|
|
|
$
|
105
|
|
Total Current Assets
|
|
|
933
|
|
|
|
105
|
|
Total Assets
|
|
$
|
933
|
|
|
$
|
105
|
|
Liabilities and Stockholders' Equity (Deficit)
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable – related party
|
|
$
|
10,500
|
|
|
$
|
6,000
|
|
Accounts payable
|
|
|
—
|
|
|
|
1,200
|
|
Accrued interest – related party
|
|
|
46,506
|
|
|
|
36,646
|
|
Notes payable – related party
|
|
|
169,515
|
|
|
|
161,115
|
|
Total Current Liabilities
|
|
|
226,521
|
|
|
|
204,961
|
|
Total Liabilities
|
|
|
226,521
|
|
|
|
204,961
|
|
Stockholders' Equity (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
|
|
|
(942,493
|
)
|
|
|
(921,761
|
)
|
Total Stockholders' Equity (Deficit)
|
|
|
(225,588
|
)
|
|
|
(204,856
|
)
|
Total Liabilities and Stockholders' Equity (Deficit)
|
|
$
|
933
|
|
|
$
|
105
|
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
PRESTIGE CAPITAL CORPORATION
Condensed Statements of Operations
(Unaudited)
|
|
Three Months Ended
SEPT 30, 2020
|
|
Three Months Ended
SEPT 30, 2019
|
|
Nine months Ended
SEPT 30, 2020
|
|
Nine months Ended
SEPT 30, 2019
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
2,724
|
|
|
|
2,724
|
|
|
|
10,872
|
|
|
|
10,872
|
|
Loss from Operations
|
|
|
(2,724
|
)
|
|
|
(2,724
|
)
|
|
|
(10,872
|
)
|
|
|
(10,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense – related party
|
|
|
(3,342
|
)
|
|
|
(3,069
|
)
|
|
|
(9,860
|
)
|
|
|
(8,981
|
)
|
Total Other Income (Expense)
|
|
|
(3,342
|
)
|
|
|
(3,069
|
)
|
|
|
(9,860
|
)
|
|
|
(8,981
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income taxes
|
|
|
(6,066
|
)
|
|
|
(5,793
|
)
|
|
|
(20,732
|
)
|
|
|
(19,853
|
)
|
Income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(6,066
|
)
|
|
$
|
(5,793
|
)
|
|
$
|
(20,732
|
)
|
|
$
|
(19,853
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
3,332,200
|
|
|
|
3,332,200
|
|
|
|
3,332,200
|
|
The accompanying notes are an integral part
of these unaudited condensed financial statements.
PRESTIGE CAPITAL CORPORATION
Condensed Statements of Stockholders’
Deficit
For the Three and Nine Months Ended September
30, 2019 and 2020
(Unaudited)
|
|
|
|
|
Common
Stock
|
|
|
|
Additional
Paid-in
|
|
|
|
Accumulated
|
|
|
|
Total
Shareholders’
|
|
|
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Capital
|
|
|
|
Deficit
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2018
|
|
|
|
3,332,200
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(896,094
|
)
|
|
$
|
(179,189
|
)
|
|
Net loss for the period ended March 31, 2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(8,342
|
)
|
|
|
(8,342
|
)
|
|
Balance March 31, 2019
|
|
|
|
3,332,200
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(904,436
|
)
|
|
$
|
(187,531
|
)
|
|
Net loss for the period ended June 30, 2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,718
|
)
|
|
|
(5,718
|
)
|
|
Balance June 30, 2019
|
|
|
|
3,332,200
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(910,154
|
)
|
|
$
|
(193,249
|
)
|
|
Net loss for the period ended September 30, 2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,793
|
)
|
|
|
(5,793
|
)
|
|
Balance September 30, 2019
|
|
|
|
3,332,200
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(915,947
|
)
|
|
$
|
(199,042
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2019
|
|
|
|
3,332,200
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(921,761
|
)
|
|
$
|
(204,856
|
)
|
|
Net loss for the period ended March 31, 2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(8,642
|
)
|
|
|
(8,642
|
)
|
|
Balance March 31, 2020
|
|
|
|
3,332,200
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(930,403
|
)
|
|
$
|
(213,498
|
)
|
|
Net loss for the period ended June 30, 2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,024
|
)
|
|
|
(6,024
|
)
|
|
Balance June 30, 2020
|
|
|
|
3,332,200
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(936,427
|
)
|
|
$
|
(219,522
|
)
|
|
Net loss for the period ended September 30, 2020
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(6,066
|
)
|
|
|
(6,066
|
)
|
|
Balance September 30, 2020
|
|
|
|
3,332,200
|
|
|
$
|
3,332
|
|
|
$
|
713,573
|
|
|
$
|
(942,493
|
)
|
|
$
|
(225,588
|
)
|
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
SEPT 30,
2020
|
|
Nine months
Ended
SEPT 30,
2019
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(20,732
|
)
|
|
$
|
(19,853
|
)
|
|
|
|
|
|
|
|
|
Adjustments to reconcile Net Loss to Net Cash used in
operations:
|
|
|
|
|
|
|
|
|
Expenses paid by related party
|
|
|
4,500
|
|
|
|
4,500
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
Decrease in accounts payable
|
|
|
(1,200
|
)
|
|
|
(1,100
|
)
|
Increase in accrued interest – related party
|
|
|
9,860
|
|
|
|
8,981
|
|
Net cash used in Operating Activities
|
|
|
(7,572
|
)
|
|
|
(7,472
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from notes payable – related party
|
|
|
8,400
|
|
|
|
7,400
|
|
Net cash provided by Financing Activities
|
|
|
8,400
|
|
|
|
7,400
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash
|
|
|
828
|
|
|
|
(72
|
)
|
Beginning Cash Balance
|
|
|
105
|
|
|
|
201
|
|
Ending Cash Balance
|
|
$
|
933
|
|
|
$
|
129
|
|
|
|
|
|
|
|
|
|
|
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, 2020
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, 2020 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, 2019 audited financial statements as reported
in its Form 10-K. The results of operations for the nine-month period ended September 30, 2020 are not necessarily indicative of
the operating results for the full year ended December 31, 2020.
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. The COVID-19
pandemic could have an impact on our ability to obtain financing to fund our operations. The Company is unable to predict
the ultimate impact at this time.
NOTE 3 – RELATED PARTY TRANSACTIONS
During the nine months ended September 30,
2020, the Company borrowed $8,400 from a shareholder resulting in notes payable – related party balance of $169,515 at September
30, 2020 and $161,115 at December 31, 2019. 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, 2020 and 2019 was $9,860 and $8,981, respectively, resulting in accrued interest
of $46,506 and $36,646 at September 30, 2020 and December 31, 2019, respectively.
During the quarter ended September 30, 2020,
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 through the date of this filing 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. At this time management is unsure what effect the COVID-19 pandemic will have on our
search for companies to combine with.
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.
At September 30, 2020 we recorded cash of $933 compared to cash
of $105 at December 31, 2019. Our total liabilities increased to $226,521 at September 30, 2020 from $204,961 at December 31, 2019,
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 2020 or 2019. General and administrative
expense was $10,872 for the nine months ended September 30, 2020 (“2020 nine-month period”) and the nine months ended
September 30, 2019 (“2019 nine-month period”). General and administrative expense was $2,724 for the three months ended
September 30, 2020 (“2020 third quarter”) and the three months ended September 30, 2019 (“2019 third quarter”).
Total other expense increased to $9,860 for the 2020 nine-month
period compared to $8,981 for the 2019 nine-month period and total other expense increased to $3,342 for the 2020 third quarter
compared to $3,069 for the 2019 third quarter due to the interest expense on notes payable – related party.
Our net loss was $20,732 for the 2020 nine-month period compared
to $19,853 for the 2019 nine-month period and our net loss was $6,066 for the 2020 third quarter compared to $5,973 for the 2019
third quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
Commitments and Obligations
During the nine months ended September 30, 2020, the Company borrowed
$8,400 from a shareholder resulting in notes payable – related party balance of $169,515 at September 30, 2020. 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, 2020
was $9,860, resulting in accrued interest of $46,506 at September 30, 2020.
During the nine months ended September 30,
2020, 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.
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.