ITEM 1. FINANCIAL STATEMENTS
PRESTIGE CAPITAL CORPORATION
Condensed Financial Statements
March 31, 2018
(Unaudited)
PRESTIGE CAPITAL CORPORATION
Condensed Balance Sheets
(Unaudited)
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March 31,
2018
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December 31,
2017
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ASSETS
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Current Assets
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Cash
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$
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548
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$
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572
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Total Current Assets
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548
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572
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Total Assets
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$
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548
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$
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572
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Liabilities and Stockholders' (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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8,700
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$
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6,600
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Accounts payable
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3,475
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—
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Accrued interest – related party
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18,560
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16,642
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Accrued interest
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74,087
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71,600
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Notes payable – related party
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95,900
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95,900
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Notes payable
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124,362
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124,362
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Total Current Liabilities
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325,084
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315,104
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Total Liabilities
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325,084
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315,104
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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 $0.001 per share, 2,532,200 shares issued and outstanding
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2,532
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2,532
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Additional paid in capital
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547,677
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547,677
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Accumulated deficit
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(874,745
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)
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(864,741
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Total Stockholders' Deficit
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(324,536
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(314,532
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Total Liabilities and Stockholders' Deficit
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$
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548
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$
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572
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The accompanying notes are an integral part
of these unaudited condensed financial statements.
PRESTIGE CAPITAL CORPORATION
Condensed Statements of Operations
(Unaudited)
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Three Months
Ended
March 31, 2018
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Three Months
Ended
March 31, 2017
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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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Operating Expenses
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General and administrative
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5,599
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5,349
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Loss from Operations
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(5,599
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(5,349
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Other Expenses
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Related party interest expense
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(1,918
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)
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(710
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Interest expense
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(2,487
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(2,408
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Total other expense
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(4,405
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(3,118
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Net Loss before income taxes
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(10,004
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)
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(8,467
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Income taxes
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—
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—
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Net Loss
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$
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(10,004
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)
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$
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(8,467
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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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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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The accompanying notes are an integral part
of these unaudited condensed financial statements.
PRESTIGE CAPITAL CORPORATION
Condensed Statements of Cash Flows
(Unaudited)
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Three Months
Ended
March 31, 2018
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Three Months
Ended
March 31, 2017
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net Loss
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$
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(10,004
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$
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(8,467
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Adjustments to reconcile Net Loss to Net Cash (used in)
operations:
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Expenses paid by related party
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2,100
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2,100
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Changes in assets and liabilities
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Increase in accounts payable
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3,475
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400
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Increase in accrued interest – related party
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1,918
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710
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Increase in accrued interest
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2,487
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2,408
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Net cash (used in) Operating Activities
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(24
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(2,849
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)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Net cash provided 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 notes payable
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—
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3,000
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Net cash provided by Financing Activities
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—
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3,000
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Net Increase (Decrease) in Cash
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(24
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151
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Beginning Cash Balance
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572
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1,168
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Ending Cash Balance
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$
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548
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$
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1,319
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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 unaudited condensed financial statements.
Prestige Capital Corporation
Notes to the Unaudited Condensed Financial Statements
March 31, 2018
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, 2018 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, 2017 audited financial statements as reported
in its Form 10-K. The results of operations for the three-month period ended March 31, 2018 are not necessarily indicative of the
operating results for the full year ended December 31, 2018.
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 three months ended March 31, 2017,
the Company borrowed $3,000 from a third party, resulting in a notes payable balance of $124,362 at March 31, 2018 and December
31, 2017. 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, 2018 and 2017 was $2,487 and $2,408, respectively, resulting in accrued interest of $74,087 and $71,600 at March
31, 2018 and December 31, 2017, respectively.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the quarter ended March 31, 2018, 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 $2,100. Notes payable – related party at March 31, 2018 and December 31, 2017 were $95,900.
Accrued interest at March 31, 2018 and December 31, 2017 was $18,560 and $16,642, respectively. The notes bear interest at 8% and
are due on demand.
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 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 $548 at March 31, 2018 from $572 at December
31, 2017. Our total liabilities increased to $325,084 at March 31, 2018 from $315,104 at December 31, 2017 primarily due to accounts
payable of $2,100 for accounts and services paid on our behalf by related parties, $3,475 payable to vendors and a $4,405 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 2018 or 2017. General and administrative
expense increased to $5,599 for the three month period ended March 31, 2018 (“2018 first quarter”) compared to $5,349
for three month period ended March 31, 2017 (“2017 first quarter”).
Total other expense increased to $4,405 for the 2018 first quarter
compared to $3,118 the 2017 first quarter. The increases are due to interest expense related to notes payable.
Our net loss increased to $10,004 for the 2018 first quarter compared
to $8,467 for the 2017 first quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.
Commitments and Obligations
Notes Payable and Accounts Payable – Related Party:
The Company has borrowed a total of $95,900 from First Equity Holdings Corp. (“First Equity”), a stockholder. This
note payable is unsecured, due on demand, and bears interest at 8% per annum. At March 31, 2018, accrued interest for this note
payable totaled $18,560 and interest expense for the 2018 first quarter totaled $1,918. No payments for principle or interest have
been made to date for this note. In addition, First Equity provided or paid on our behalf professional services in the amount of
$2,100 during the 2018 first quarter and the Company owes First Equity accounts payable totaling $8,700.
Notes Payable:
At March 31, 2018 the Company owes notes payable
to third parties totaling $30,400 with accrued interest of $6,991. Interest expense for the 2018 first quarter totaled $608.
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 $67,096 at March 31,
2018. 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 three month period ended March 31, 2018 was $1,879.
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”). 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.
Since we qualify as an “emerging growth company” under
the JOBS Act 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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Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay”
and “say-on-frequency”;
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Obtain shareholder approval of any golden parachute payments not previously approved; and
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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.