XOTC:PGEC Prestige Capital Corp Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[X]

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


For the quarterly period ended March 31, 2012


[   ]

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)

4751 South Ichabod Street, Salt Lake City, Utah 84117

(Former address of principal executive offices)


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 [X]   No [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).      Yes [X]   No [  ]


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

Large accelerated filer [  ]

Non-accelerated filer [  ]

Accelerated filer [  ]

Smaller reporting company [X]


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

Yes [X]   No [  ]


The number of shares outstanding of the registrant’s common stock as of May 14, 2012 was 2,532,200.



1





TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements

2

Condensed Balance Sheets

3

Condensed Statements of Operations

4

Condensed Statements of Cash Flows

5

Notes to the Unaudited Condensed Financial Statements

6

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

8

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

9

Item 4.  Controls and Procedures

10


PART II – OTHER INFORMATION


Item 6.  Exhibits

10

Signatures

11




PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS






PRESTIGE CAPITAL CORPORATION


(A Development Stage Company)


Financial Statements


March 31, 2012




2




PRESTIGE CAPITAL CORPORATION

(A Development Stage Company)

Condensed Balance Sheets



 

 

March 31, 2012

 

December 31, 2011

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

 

$

326

$

71

 

 

Total Current Assets

 

326

 

71

 

 

 

Total Assets

$

    326

$

71

Liabilities and Stockholders' Equity (Deficit)

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$

             3,425

$

1,839

 

 

Accrued Interest

 

         22,883

 

20,617

 

 

Shareholder loans

 

         93,962

 

93,962

 

 

Loan Payable - related party

 

        21,500

 

19,000

 

 

 

Total Current Liabilities

 

       141,770

 

135,418

 

 

 

Total Liabilities

 

       141,770

 

135,418

 

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, 2,532,200 shares issued and outstanding at March 31,  2012 and December 31, 2011

 

           2,532

 

           2,532

 

 

Additional Paid in Capital

 

       547,677

 

       547,677

 

 

Accumulated Retained Deficit

 

    (383,749)

 

    (383,749)

 

 

Deficit accumulated during the development stage

 

    (307,904)

 

    (301,807)

 

 

 

Total Stockholders' Equity (Deficit)

 

    (141,444)

 

(135,347)

 

 

 

 

Total Liabilities and Stockholders' Equity

$

326

$

71


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




3




PRESTIGE CAPITAL CORPORATION

 (A Development Stage Company)

Condensed Statements of Operations for the Three Months Ended March 31, 2012 and 2011 and for the Period from Reactivation [June 21, 2006] through March 31, 2012

 (Unaudited)


 

 

Three Months Ended

 March 31, 2012

 

Three Months Ended

March 31,

 2011

 

From

Re-activation

on June 21, 2006 to

March 31, 2012

 

 

 

 

 

 

 

Revenues

$

             -   

$

              -  

$

-   

Operating Expenses

 

 

 

 

 

 

 

General and Administrative

 

3,831

 

14,754

 

                282,263

Loss from Operations

 

(3,831)

 

(14,754)

 

              (282,263)

 

 

 

 

 

 

 

 

 

Non-Operating Expense

 

 

 

 

 

 

 

Related party interest expense

 

(2,266)

 

(1,750)

 

                (26,147)

 

Related party interest income

 

-

 

-

 

                       506

 

Total Non-operating Expense

 

(2,266)

 

(1,750)

 

                (25,641)

 

 

 

 

 

 

 

 

 

Net Loss before income taxes

 

(6,097)

 

(16,504)

 

              (307,904)

Income taxes

 

                -  

 

               -   

 

                         -   

 

 

 

 

 

 

 

 

 

Net Loss

$

(6,097)

$

(16,504)

$

(307,904)

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss Per Share

 

          (0.00)

 

          (0.01)

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average Number of Common Shares Outstanding

 

   2,532,200

 

   2,312,200

 

 


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



4




PRESTIGE CAPITAL CORPORATION

 (A Development Stage Company)  

Condensed Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 and for the Period from Reactivation [June 21, 2006] through March 31, 2012

 (Unaudited)



 

 

Three Months Ended

 March 31, 2012

 

Three Months Ended

March 31, 2011

 

From Reactivation on June 21, 2006 to March 31, 2012

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net Loss

$

 (6,097)

$

 (16,504)

$

          (307,904)

 

Adjustments to reconcile Net Income

 

 

 

 

 

 

 

to net cash provided by operations:

 

 

 

 

 

 

 

 

Imputed related party interest expense

 

-

 

-

 

                    635

 

 

Common stock issued for services

 

-

 

9,000

 

155,600

 

 

Corporate expenses paid by shareholder

 

                     -

 

                  325

 

               55,144

 

Changes in assets and liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

           (1,586)

 

              3,855

 

        4,917

 

 

Accrued interest

 

               2,266

 

               1,750

 

               22,884

 

Net cash used in Operating Activities

 

            (2,245)

 

          (1,574)

 

            (68,724)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from related party loans

 

             2,500

 

                     -

 

                60,319

 

Repayment of related party loans

 

                     -

 

                     -

 

            (12,000)

 

Proceeds from issuance of common stock

 

                     -

 

                     -

 

             25,000

 

Repurchase of common stock

 

                     -

 

                     -

 

               (4,269)

 

Net cash provided by Financing Activities

 

2,500

 

                     -

 

               69,050

Net Increase (Decrease) in Cash

 

255

 

                   (1,574)

 

                         326

Beginning Cash Balance

 

              71

 

 2,390

 

                     -

Ending Cash Balance

$

                326

$

 816

$

             326

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest expense

 

$

                     -  

$

                     - 

$

                     

           - 

 

 

Income taxes

 

$

                      -  

$

                    - 

$

                    

                  - 

 

 

 

 

 

 

 

 

 

 

Non Cash Investing and Financing Activities

 

 

Forgiveness of debt by shareholder

$

                     -

     $

                     -  

$

 6,650


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




5




Prestige Capital Corporation

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

March 31, 2012 and December 31, 2011



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, 2012 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, 2011 audited financial statements as reported in its Form 10-K.  The results of operations for the three-month period ended March 31, 2012 are not necessarily indicative of the operating results for the full year ended December 31, 2012.


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 reactivation on June 21, 2006 totaling $307,904.  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 consolidated 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 consolidated 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 March 31, 2012. 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.



6




Prestige Capital Corporation

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

March 31, 2012 and December 31, 2011


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued


Use of Estimates

The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Subsequent Events

The Company’s management reviewed all material events through the date of this filing.

 

NOTE 4 – RELATED PARTY TRANSACTIONS


Shareholder Loans – A 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 March 31, 2012 and December 31, 2011, respectively.  No amounts were repaid to the shareholder.  As of March 31, 2012 and December 31, 2011, the amount due to the shareholder for accrued interest was $21,086 and $20,118, respectively. The interest expense on the loans for the three months ended March 31, 2012 was $1,874. The above mentioned shareholder loans are due on demand and had interest imputed at an annual rate of 8%.


During the three months ended March 31, 2012, the Company borrowed $2,500 from a related party.  The Company is also indebted to this lender $19,000 for loans during the fiscal year ended December 31, 2011.  The notes are unsecured, due on demand, and bear interest at 8% per annum.  Interest expense for the three months ended March 31, 2012 totaled $391.  No payments on principle or interest have been made to date.











7




In this report references to “Prestige,” “the Company,” “we,” “us,” and “our” refer to Prestige Capital Corporation.


FORWARD LOOKING STATEMENTS


The 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 are a development stage company that has not recorded revenues since our reactivation on June 21, 2006.  At March 31, 2012 we had $326 in cash and total liabilities of $141,770.  We are dependent upon financing to continue basic operations.  Management 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, our management has not had any discussions with any representative of any other entity regarding a business combination with us.  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 our management 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, our management believes 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.


Management anticipates that the struggling global economy will restrict the cash available for such transactions and will restrict the number of business opportunities available to us.  There can be no assurance in the current economy that we will be able to acquire an interest in an operating company.




8




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 since inception and we have not established an ongoing source of revenue sufficient to cover our operating costs.  During the past two fiscal years we have relied on loans to fund our operations and during the three month period ended March 31, 2012 we borrowed an additional $2,500 from a shareholder who had also loaned us $19,000 during 2011.   During the 2010 and 2011 years we relied on loans totaling $5,520 and $5,400, respectively, from our former President, Whitney O. Cluff, to fund our operations.  Mr. Cluff sold his interest in the Company and his note on September 28, 2011 and as of December 31, 2011 we owe the purchaser of Mr. Cluff’s note an aggregate of $93,962.  The above mentioned loans are due on demand and had interest imputed at an annual rate of 8%.


At March 31, 2012, our cash increased to $326 from $71 at December 31, 2011.  Our total liabilities also increased from $135,418 at December 31, 2011 to $141,770 at March 31, 2012.  The total liabilities primarily represent related party loans and accrued interest.   


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 of the three month periods ended March 31, 2012 or 2011 (“first quarter”). General and administrative expense decreased from $14,754 for the 2011 first quarter compared to $3,831 for 2012 first quarter primarily as a result of recognition of equity compensation valued at $9,000 for directors’ fees in March 2011.  Accordingly, our net loss decreased from $16,504 for the 2011 first quarter compared to $6,097 for the 2012 first quarter.


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.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable to smaller reporting companies.



9




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 ineffective 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, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


PART II – OTHER INFORMATION


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)

Articles of Incorporation (Incorporated  by reference to exhibit 3(i) to Form 10-KSB, filed December 3, 1999)

3(i)(a)

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



Part II Exhibits

No.

Description

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 14, 2012

PRESTIGE CAPITAL CORPORATION




By:    /s/ Joseph C. Cannella

          Joseph C. Cannella

          President and Director

          Principal Financial Officer




11



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