UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

  

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2020

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

 

Commission file number: 000-52855

 

PRESTIGE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	93-0945181 (I.R.S. Employer Identification No.)
2157 S. Lincoln Street, Suite 220, Salt Lake City, Utah (Address of principal executive offices)	84106 (Zip Code)
(801) 323-3295 (Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Non-accelerated filer ☑

Accelerated filer ☐ Smaller reporting company ☑ Emerging growth company ☑

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☑ No ☐

 

The number of shares outstanding of the registrant’s common stock as of May 12, 2020 was 3,332,200.

TABLE OF CONTENTS

 

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets (Unaudited)	4
	Condensed Statements of Operations (Unaudited)	5
	Condensed Statements of Stockholders’ Deficit (Unaudited)	6
	Condensed Statements of Cash Flows (Unaudited)	7
	Notes to the Condensed Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1a.	Risk Factors Information	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	13
Signatures		14

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

 

 

PRESTIGE CAPITAL CORPORATION

 

Condensed Financial Statements

 

March 31, 2020

 

(Unaudited)

PRESTIGE CAPITAL CORPORATION

Balance Sheets

(Unaudited)

 

		March 31, 2020				December 31, 2019
ASSETS
Current Assets
Cash		$	81			$	105
Total Current Assets			81				105
Total Assets		$	81			$	105
Liabilities and Stockholders' Equity (Deficit)
Liabilities
Current Liabilities
Accounts payable – related party		$	7,500			$	6,000
Accounts payable			2,400				1,200
Accrued interest – related party			39,864				36,646
Notes payable – related party			163,815				161,115
Total Current Liabilities			213,579				204,961
Total Liabilities			213,579				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 at March 31, 2020 and December 31, 2019			3,332				3,332
Additional Paid in Capital			713,573				713,573
Accumulated Retained Deficit			(930,403	)			(921,761	)
Total Stockholders' Equity (Deficit)			(213,498	)			(204,856	)
Total Liabilities and Stockholders' Equity (Deficit)		$	81			$	105

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

PRESTIGE CAPITAL CORPORATION

Statements of Operations

(Unaudited)

 

		Three Months Ended March 31, 2020				Three Months Ended March 31, 2019
Revenues		$	—			$	—
Operating Expenses
General and administrative			5,424				5,424
Loss from Operations			(5,424	)			(5,424	)
Other Income (Expense)
Interest expense – related party			(3,218	)			(2,918	)
Total Other Income (Expense)			(3,218	)			(2,918	)
Net loss before income taxes			(8,642	)			(8,342	)
Income taxes			—				—
Net Loss		$	(8,642	)		$	(8,342	)
Basic and Diluted Loss Per Share		$	(0.00	)		$	(0.00	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding			3,332,200				3,332,200

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

PRESTIGE CAPITAL CORPORATION

Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 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	)
	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	)

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

PRESTIGE CAPITAL CORPORATION

Statements of Cash Flows

(Unaudited)

 

		Three Months Ended March 31, 2020				Three Months Ended March 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		$	(8,642	)		$	(8,342	)
Adjustments to reconcile Net Loss to Net Cash (used in) operations:
Expenses paid by related party			1,500				1,500
Changes in assets and liabilities
Increase in accounts payable			1,200				2,800
Increase in accrued interest – related party			3,218				2,918
Net cash (used in) Operating Activities			(2,724	)			(1,124	)
CASH FLOWS FROM INVESTING ACTIVITIES			—				—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable – related party			2,700				1,100
Net cash provided by Financing Activities			2,700				1,100
Net Increase (Decrease) in Cash			(24	)			(24	)
Beginning Cash Balance			105				201
Ending Cash Balance		$	81			$	177
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

March 31, 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 March 31, 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 three-month period ended March 31, 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 three months ended March 31, 2020, the Company borrowed $2,700 from a shareholder resulting in a notes payable – related party balance of $163,815 at March 31, 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 three months ended March 31, 2020 and 2019 was $3,218 and $2,918, respectively, resulting in accrued interest of $39,864 and $36,646 at March 31, 2020 and December 31, 2019, respectively.

 

During the quarter ended March 31, 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 $1,500.

 

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.

 

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 $81 at March 31, 2020 from $105 at December 31, 2019. Our total liabilities increased to $213,579 at March 31, 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 $5,424 for the three months ended March 31, 2020 (“2020 first quarter”) and the three months ended March 31, 2019 (“2019 first quarter”).

 

Total other expense increased to $3,218 for the 2020 first quarter compared to $2,918 for the 2019 first quarter due to the interest expense on notes payable – related party.

 

Our net loss increased to $8,642 for the 2020 first quarter compared to $8,342 for the 2019 first quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.

 

Commitments and Obligations

 

During the three months ended March 31, 2020, the Company borrowed $2,700 from a shareholder resulting in a notes payable – related party balance of $163,815 at March 31, 2020. These loans are due on demand and bear interest at the rate of 8%. Interest expense on the loans for the three months ended March 31, 2020 was $3,218, resulting in accrued interest of $39,864 at March 31, 2020.

 

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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were not effective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.

 

Changes to Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended March 31, 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

 

ITEM 1A.  RISK FACTORS

 

As a smaller reporting company we are not required to provide the information required by this Item.

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

On April 7, 2020, the SEC issued an “Order of Suspension of Trading” temporarily suspending trading in the securities of the Company because of questions that have been raised about the accuracy and adequacy of information in the marketplace relating to the Company’s common stock, including its financial condition and its operations, if any, in light of concerns about investors confusing the Company with a similarly-named private company that is a manufacturer of N95 masks and the subject of increased media attention during the ongoing COVID-19 pandemic.

 

The temporary suspension started April 8, 2020 and ended April 22, 2020, however, the Depository Trust Company (“DTC”) has imposed a “Global Lock” on the Company’s stock because of the notification of the “Order of Suspension of Trading” from the SEC. The Company has had difficulty finding a broker-dealer who is willing to rely on the Company’s published financial statements without some indication from the SEC that it no longer has questions regarding the concerns it raised by the suspension of trading. Therefore, the Company has requested that the SEC provide the Company with an SEC Termination Letter which will allow trading of our stock to resume. However, the SEC has indicated that it cannot provide the termination letter because the investigation is ongoing. The SEC has indicated that it will consider the request for the termination letter at the appropriate time.

 

ITEM 6. EXHIBITS

 

Part I Exhibits

No.	Description
31.1	Principal Executive Officer Certification
31.2	Principal Financial Officer Certification
32.1	Section 1350 Certification

 

Part II Exhibits

No.	Description
3(i).1	Articles of Incorporation (Incorporated by reference to exhibit 3(i) to Form 10-KSB, filed December 3, 1999)
3(i).2	Amended Articles of Incorporation (Incorporated by reference to exhibit 3(i)(a) to Form 10-KSB, filed April 15, 2008)
3(ii)	Bylaws  (Incorporated  by reference to exhibit 3(ii) to Form 10-KSB, filed December 3, 1999)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 12, 2020

PRESTIGE CAPITAL CORPORATION   By:  /s/ Deven L. Taylor                 Deven L. Taylor President and Director Principal Financial Officer

 

14