ITEM 1. FINANCIAL STATEMENTS
PRESTIGE CAPITAL CORPORATION
Condensed Financial Statements
September 30, 2017
(Unaudited)
PRESTIGE CAPITAL CORPORATION
Condensed Balance Sheets
(Unaudited)
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September 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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696
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$
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1,168
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Total Current Assets
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696
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1,168
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Total Assets
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$
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696
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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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63,200
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$
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58,100
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Accrued Interest – related party
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15,895
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13,752
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Accrued Interest
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69,113
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61,742
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Loans Payable – related parties
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36,800
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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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309,370
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289,456
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Total Liabilities
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309,370
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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 $0.001 per share, 2,532,200 shares issued and outstanding at September 30, 2017 and December 31, 2016
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2,532
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2,532
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Additional Paid in Capital
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547,677
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547,677
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Accumulated Deficit
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(858,883
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)
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(838,497
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)
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Total Stockholders' Deficit
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(308,674
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)
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(288,288
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)
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Total Liabilities and Stockholders' Deficit
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$
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696
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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
Sept 30, 2017
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Three Months Ended
Sept 30, 2016
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Nine
Months Ended
Sept 30, 2017
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Nine
Months Ended
Sept 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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2,699
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2,922
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10,872
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10,947
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Loss from Operations
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(2,699
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)
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(2,922
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)
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(10,872
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)
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(10,947
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Other Income (Expense)
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Related party interest expense
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(723
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)
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(710
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)
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(2,143
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)
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(2,130
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)
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Other interest expense
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(2,487
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)
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(2,383
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)
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(7,371
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)
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(6,937
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)
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Total other expense
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(3,210
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)
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(3,093
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)
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(9,514
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)
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(9,067
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)
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Net Loss before income taxes
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(5,909
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)
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(6,015
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)
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(20,386
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(20,014
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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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(5,909
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)
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$
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(6,015
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)
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$
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(20,386
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)
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$
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(20,014
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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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Nine Months Ended
September 30,
2017
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Nine Months Ended
September 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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(20,386
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)
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$
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(20,014
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)
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Adjustments to reconcile Net Loss to net cash provided
by (used in) operations:
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Expenses paid by related party
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5,100
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5,300
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Changes in assets and liabilities:
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Increase (decrease) in accrued interest– related party
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2,143
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2,130
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Increase in accrued interest
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7,371
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6,937
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Net cash used in operating activities
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(5,772
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)
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(5,647
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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 -
related party
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1,300
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—
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Proceeds from loans payable
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4,000
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8,500
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Net cash provided by financing activities
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5,300
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8,500
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Net Increase (Decrease) in Cash
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(472
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)
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2,853
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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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696
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$
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3,202
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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
September 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 September 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 nine-month period ended September 30,
2017 are not necessarily indicative of the operating results for the full year ended December 31, 2017.
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 – NOTES PAYABLE
During the nine months ended September 30,
2017, the Company borrowed $1,300 from a related party and $4,000 from third parties. These loans are due on demand and bear interest
at the rate of 8%.
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 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 has
discontinued the prior investigation of a potential merger or acquisition of another company. 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. In addition, any business
combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders
of the Company.
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 $696 at September 30,
2017 from $1,168 at December 31, 2016. Our total liabilities increased to $309,370 at September 30, 2017 from $289,456 at December
31, 2016 primarily due to borrowing $4,000 from a third party and $1,300 from a related party to fund our operations, recording
accounts payable of $5,100 for accounts and services paid on our behalf by related parties, along with a $9,514 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 decreased to $10,872 for the nine months ended September 30, 2017 (“2017 nine month period”) compared to $10,947
for nine months ended September 30, 2016 (“2016 nine month period”). General and administrative expense decreased to
$2,699 for the three month period ended September 30, 2017 (“2017 third quarter”) compared to $2,922 for three month
period ended September 30, 2016 (“2016 third quarter”).
Total other expense increased to $9,514 for the 2017 nine month
period compared to $9,067 the 2016 nine month period. Total other expense increased to $3,210 for the 2017 third quarter compared
to $3,093 the 2016 third quarter. The increases are due to interest expense related to notes payable.
Our net loss increased to $20,386 for the 2017 nine month period
compared to $20,014 for the 2016 nine month period. Our net loss decreased to $5,909 for the 2017 third quarter compared to $6,015
for the 2016 third 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 $36,800 from First Equity Holdings
Corp, a stockholder. This note payable is unsecured, due on demand, and bears interest at 8% per annum. At September 30, 2017,
accrued interest for this note payable totaled $15,895. 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 $5,100 during the
2017 nine month period.
During the nine months ended September 30,
2017, the Company borrowed $4,000 from a non-related party and borrowed $1,300 from a related party. Interest expense for the
$5,300 in loans for the nine months ended September 30, 2017 was $269.
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 $63,338 at September
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 nine month period ended September 30, 2017 was $5,638.
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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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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•
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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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•
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Obtain stockholder approval of any golden parachute payments not previously approved; and
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•
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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.
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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.