ITEM 1. FINANCIAL STATEMENTS
PRESTIGE CAPITAL CORPORATION
Condensed Financial Statements
June 30, 2017
(Unaudited)
PRESTIGE CAPITAL CORPORATION
Condensed Balance Sheets
(Unaudited)
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June 30,
2017
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December 31,
2016
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ASSETS
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Current Assets
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Cash
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$
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595
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$
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1,168
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Total Current Assets
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595
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1,168
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Total Assets
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$
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595
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$
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1,168
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Liabilities and Stockholders' Equity (Deficit)
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Liabilities
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Current Liabilities
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Accounts Payable – related party
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$
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61,700
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$
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58,100
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Accrued Interest – related party
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15,172
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13,752
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Accrued Interest
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66,626
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61,742
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Loans Payable – related parties
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35,500
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35,500
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Loans Payable – other
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124,362
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120,362
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Total Current Liabilities
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303,360
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289,456
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Total Liabilities
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303,360
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289,456
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Stockholders' Deficit
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Preferred stock - 10,000,000 shares authorized - None issued and outstanding
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—
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—
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Common Stock - 100,000,000 shares authorized having a par value of $0.001 per share, 2,532,200 shares issued and outstanding at June 30, 2017 and December 31, 2016
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2,532
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2,532
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Additional Paid in Capital
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547,677
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547,677
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Accumulated Deficit
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(852,974
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)
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(838,497
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)
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Total Stockholders' Deficit
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(302,765
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)
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(288,288
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)
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Total Liabilities and Stockholders' Deficit
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$
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595
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$
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1,168
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The accompanying notes are an integral
part of these financial statements.
PRESTIGE CAPITAL CORPORATION
Condensed Statements of Operations
(Unaudited)
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Three
Months Ended
June 30,
2017
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Three
Months Ended
June 30,
2016
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Six
Months
Ended
June 30,
2017
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Six
Months
Ended
June 30,
2016
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Revenues
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$
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—
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$
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—
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$
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—
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$
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—
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Operating Expenses
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General and administrative
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2,824
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2,916
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8,173
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8,025
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Loss from Operations
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(2,824
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)
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(2,916
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)
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(8,173
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)
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(8,025
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)
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Other Income (Expense)
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Related party interest expense
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(710
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)
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(710
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)
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(1,420
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)
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(1,420
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)
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Other interest expense
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(2,476
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)
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(2,317
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)
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(4,884
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)
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(4,554
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Total other expense
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(3,186
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)
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(3,027
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)
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(6,304
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)
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(5,974
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)
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Net Loss before income taxes
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(6,010
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)
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(5,943
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)
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(14,477
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(13,999
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Income taxes
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—
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—
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—
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—
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Net Loss
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$
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(6,010
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)
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$
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(5,943
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)
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$
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(14,477
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)
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$
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(13,999
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)
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Basic and Diluted Loss Per Share
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.01
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)
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$
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(0.01
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)
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Basic and Diluted Weighted Average Number of Common Shares Outstanding
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2,532,200
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2,532,200
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2,532,200
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2,532,200
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The accompanying notes are an integral part
of these financial statements.
PRESTIGE CAPITAL CORPORATION
Condensed Statements of Cash Flows
(Unaudited)
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Six Months Ended
June 30,
2017
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Six Months Ended
June 30,
2016
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net Loss
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$
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(14,477
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)
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$
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(13,999
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Adjustments to reconcile Net Income to net cash provided
by operations:
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Changes in assets and liabilities
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Increase (decrease) in accounts payable – related party
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3,600
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4,000
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Increase in accrued interest
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6,304
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5,974
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Net cash used in operating activities
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(4,573
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)
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(4,025
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)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Net cash provided (used) by investing activities
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—
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—
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from loans payable
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4,000
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4,000
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Net cash provided by financing activities
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4,000
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4,000
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Net Increase (Decrease) in Cash
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(573
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)
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(25
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)
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Beginning Cash Balance
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1,168
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349
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Ending Cash Balance
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$
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595
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$
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324
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Supplemental Disclosures
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Cash paid for:
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Interest expense
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$
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—
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$
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—
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Income taxes
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$
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—
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$
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—
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The accompanying notes are an integral part
of these condensed financial statements.
Prestige Capital Corporation
Notes to the Unaudited Condensed Financial Statements
June 30, 2017
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 June 30, 2017 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, 2016 audited financial statements as reported
in its Form 10-K. The results of operations for the six-month period ended June 30, 2017 are not necessarily indicative of the
operating results for the full year ended December 31, 2017.
NOTE 2 – GOING CONCERN
The Company's financial statements have been
prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation
of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. The Company has realized net losses since inception totaling $852,974. The
ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the
Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company
by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing
any of its plans.
The ability of the Company to continue as a
going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually
secure other sources of financing and attain profitable operations. The accompanying condensed financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying condensed financial statements
are prepared on the basis of accounting principles generally accepted in the United States of America. The Company is currently
in the development stage and has not realized significant sales through June 30, 2017. A development stage company is defined as
one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have
commenced, revenues are insignificant.
Prestige Capital Corporation
Notes to the Unaudited Condensed Financial Statements
June 30, 2017
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES - continued
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 4 – RELATED PARTY TRANSACTIONS
Shareholder Loans – A former shareholder and officer of the
Company has covered corporate expenses and loaned cash to the Company for which the Company is now indebted to this related party
amounting to $93,962 as of June 30, 2017 and December 31, 2016, respectively. No amounts were repaid to the shareholder.
As of June 30, 2017 and December 31, 2016, the amount due to the shareholders for accrued interest was $61,458 and $57,700,
respectively. The interest expense on the loans for the six months ended June 30, 2017 and 2016 totaled $3,758 and $3,758, respectively.
The above mentioned shareholder loans are due on demand and had interest imputed at an annual rate of 8%.
The Company is indebted to a related party
in the amount of $35,500 for loans through the period ended June 30, 2017. The notes are unsecured, due on demand, and bear interest
at 8% per annum. Interest expense for the six months ended June 30, 2017 and 2016 totaled $1,420 and $1,420, respectively. No payments
on principal or interest have been made to date.
NOTE 5
– 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 doubt as to our ability to continue as a going concern. Our plan is to combine with an operating
company to generate revenue.
As of the date of this report management is investigating 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.
Any target business that is selected may be a financially unstable
company or an entity in its early stages of development or growth, including entities without established records of sales or earnings.
In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized
by a high level of risk, and, although we will endeavor to evaluate the risks inherent in a particular target business, there can
be no assurance that we will properly ascertain or assess all significant risks.
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 $595 at June 30, 2017 from $1,168 at December
31, 2016. Our total liabilities increased to $303,360 at June 30, 2017 from $289,456 at December 31, 2016 primarily due to borrowing
$4,000 from a third party to fund our operations, recording accounts payable of $3,600 for accounts and services paid on our behalf
by related parties, along with a $6,304 increase in accrued interest on notes payable.
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 2017 or 2016. General and administrative
expense increased to $8,173 for the six months ended June 30, 2017 (“2017 six month period”) compared to $8,025 for
six months ended June 30, 2016 (“2016 six month period”). General and administrative expense decreased to $2,824 for
the three month period ended June 30, 2017 (“2017 second quarter”) compared to $2,916 for three month period ended
June 30, 2016 (“2016 second quarter”). The general and administrative expense increase for the 2017 six month period
reflects additional consulting fees.
Total other expense increased to $6,304 for the 2017 six month period
compared to $5,974 the 2016 six month period. Total other expense increased to $3,186 for the 2017 second quarter compared to $3,027
the 2016 second quarter. The increases are due to interest expense related to notes payable.
Our net loss increased to $14,477 for the 2017 six month period
compared to $13,999 for the 2016 six month period. Our net loss increased to $6,010 for the 2017 second quarter compared to $5,943
for the 2016 second quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
Commitments and Obligations
The Company has borrowed a total of $35,500 from First Equity Holdings
Corp, a stockholder. This note payable is unsecured, due on demand, and bears interest at 8% per annum. At June 30, 2017, accrued
interest for this note payable totaled $15,172. No payments for principle or interest have been made to date for this note. In
addition First Equity Holdings Corp. provided or paid on our behalf professional services in the amount of $3,600 during the 2017
six month period.
In 2011 the Company owed $93,962 to Whitney O. Cluff, our former
President. Mr. Cluff sold this loan to third parties in 2011. The accrued interest on this note payable is $61,458 at June 30,
2017. This note payable is due on demand and has interest imputed at an annual rate of 8%. The interest expense on the note payable
for the six month period ended June 30, 2017 was $3,758.
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.
Critical Accounting Policies
We qualify as an emerging growth company as that term is used in
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to,
rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things,
we will not be required to:
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•
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Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
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•
|
Submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency”
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•
|
Obtain stockholder approval of any golden parachute payments not previously approved; and
|
|
•
|
Disclose certain executive compensation related items such as the correlation between executive compensation and performance
and comparisons of the Chief Executives compensation to median employee compensation.
|
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.
We will remain an “emerging growth company” for up to
five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed
$1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed third fiscal quarter or (iii) the date on which we have issued
more than $1 billion in non-convertible debt during the preceding three-year period.