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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


T  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011


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

For the transition period from ___ to ___


Commission File No.:  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.)


4751 South Ichabod Street, Salt Lake City, Utah

(Address of principal executive offices)


84117

(Zip Code)


(801) 201-0401

(Registrant’s telephone number, including area code)


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  S    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 (§233.405 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  S    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:


Large accelerated filer £

Accelerated filer £

Non-accelerated filer £

Smaller reporting company S


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes S    No £


The number of shares outstanding of the registrants common stock as of the date of this Report is 2,332,200.









PRESTIGE CAPITAL CORPORATION


Form 10-Q for the quarter ended June 30, 2011


Table of Contents



PART I – FINANCIAL INFORMATION

 

 

 

Item 1.  Financial Statements

3

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

8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

9

Item 4T.  Controls and Procedures

9

 

 

PART II – OTHER INFORMATION

 

 

 

Item 1.  Legal Proceedings

10

Item 1A.  Risk Factors

10

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

10

Item 3.  Defaults Upon Senior Securities

10

Item 4.  [REMOVED AND RESERVED]

10

Item 5.  Other Information

10

Item 6.  Exhibits

10




2





PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements


CONTENTS

 

 

Condensed Balance Sheets, June 30, 2011 (Unaudited) and December 31, 2010

4

 

 

Unaudited Condensed Statements of Operations, for the three and six months ended June 30, 2011 and 2010, and for the period from Re-Activation [June 21, 2006] through June 30, 2011

5

 

 

Unaudited Condensed Statements of Cash Flows, for the six months ended June 30, 2011 and 2010, and for the period from Re-Activation [June 21, 2006] through June 30, 2011

6

 

 

Notes to Unaudited Condensed Financial Statements

7



3






PRESTIGE CAPITAL CORPORATION

[A Development Stage Company]

Condensed Balance Sheets


 

 

 

JUN 30, 2011

 

DEC 31, 2010

 

 

 

[Unaudited]

 

 

 

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

     Cash

$

--

$

2,390

 

 

     Note Receivable

 

130

 

--

 

 

          Total Current Assets

 

130

 

2,390

 

 

               Total Assets

$

130

$

2,390

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity (Deficit)

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

     Accounts payable

$

19,002

$

6,988

 

 

     Accrued interest

 

16,329

 

12,745

 

 

     Shareholder loans

 

93,962

 

88,442

 

 

          Total Current Liabilities

 

129,293

 

108,175

 

 

          Total Liabilities

 

129,293

 

108,175

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

 

     Preferred stock - 10,000,000 shares authorized - No shares issued and outstanding

 

--

 

--

 

 

     Common stock - 100,000,000 shares authorized having a par value of $0.001 per share; 2,332,200 shares issued and outstanding at June 30, 2011 and 2,302,200 shares issued and outstanding at December 31, 2010

 

2,332

 

2,302

 

 

     Additional Paid in Capital

 

394,627

 

385,657

 

 

     Accumulated Retained Deficit

 

(383,749)

 

(383,749)

 

 

     Deficit accumulated during the development stage

 

(142,373)

 

(109,995)

 

 

          Total Stockholders’ Equity (Deficit)

 

(129,163)

 

(105,785)

 

 

                Total Liabilities and Stockholders’ Equity (Deficit)

$

130

$

2,390

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







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



4




PRESTIGE CAPITAL CORPORATION

 [A Development Stage Company]

Condensed Statements of Operations For the Three and Six Months Ended June 30, 2011 and 2010 and for the Period from Reactivation [June 21, 2006] through June 30, 2011

 (Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THREE MONTHS ENDED JUN 30, 2011

 

THREE MONTHS ENDED JUN 30, 2010

 

SIX

 MONTHS ENDED JUN 30, 2011

 

SIX

MONTHS ENDED JUN 30, 2010

 

FROM REACTIVATION ON JUN 21, 2006 to JUN 30, 2011

 

Revenues

$

--

$

--

$

--

$

--

$

--

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

    General and administrative expenses

 

14,039

 

6,769

 

28,794

 

15,079

 

123,287

 

    Total Non-Operating Expenses

 

14,039

 

6,769

 

28,794

 

15,079

 

123,287

 

Loss from Operations

 

(14,039)

 

(6,769)

 

(28,794)

 

(15,079)

 

(123,287)

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Operating Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

     Related party interest expense

 

(1,834)

 

(1,484)

 

(3,584)

 

(2,771)

 

(19,592)

 

     Related party interest income

 

--

 

--

 

--

 

--

 

506

 

     Total Non-operating Income (Expense)

 

(1,834)

 


(1,484)

 


(3,584)

 

(2,771)

 

(19,086)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

(15,873)

 

(8,253)

 

(32,378)

 

(17,850)

 

(142,373)

 

Income taxes

 

--

 

--

 

--

 

--

 

--

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(15,873)

$

(8,253)

$

(32,378)

$

(17,850)

$

(142,373)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per share

$

(0.01)

$

(0.01)

$

(0.01)

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average Number of Common Shares Outstanding

 

2,332,200

 



2,302,200

 



2,332,200

 

2,302,200

 

 













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



5




PRESTIGE CAPITAL CORPORATION

 [A Development Stage Company]  

Condensed Statements of Cash Flows For the Six Months Ended June 30, 2011 and 2010 and for the Period from Reactivation [June 21, 2006] through June 30, 2011

 (Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

SIX MONTHS ENDED JUN 30, 2011

 

SIX MONTHS ENDED JUN 30, 2010

 

FROM REACTIVATION ON JUN 21, 2006 to JUN 30, 2011

 

 

 

 

 

 

 

 

Cash Flows From Operating Activities

 

 

 

 

 

 

 

     Net loss

$

(32,378)

$

(17,850)

$

(142,373)

 

     Adjustments to reconcile net loss to net cash used by

     operating activities

 

 

 

 

 

 

 

          Imputed related party interest expense

 

--

 

--

 

636

 

          Share-based compensation

 

9,000

 

--

 

9,000

  

          Corporate expenses paid by shareholder

 

5,520

 

14,586

 

60,664

 

     Changes in assets and liabilities

 

 

 

 

 

 

 

          Increase in receivables

 

(130)

 

--

 

(130)

 

          Increase in accounts payable

 

12,014

 

518

 

13,843

 

          Increase in accrued interest

 

3,584

 

2,746

 

16,329

 

     Net Cash from Operating Activities

 

(2,390)

 

-

 

(42,031)

 

 

 

 

 

 

 

 

 

Cash Flows From Financing Activities

 

 

 

 

 

 

 

     Proceeds from related party loans

 

--

 

--

 

33,300

 

     Repayment of related party loans

 

--

 

--

 

(12,000)

 

     Proceeds from issuances of common stock

 

--

 

--

 

25,000

 

     Repurchase of common stock

 

--

 

--

 

(4,269)

 

     Net Cash From Financing Activities

 

--

 

--

 

42,031

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash

 

(2,390)

 

--

 

--

 

Beginning Cash Balance

 

2,390

 

86

 

--

 

Ending Cash Balance

$

--

$

86

$

--

 

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

     Interest paid

$

--

$

--

$

--

 

     Income taxes paid

$

--

$

--

$

--

 

 

 

 

 

 

 

 







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



6




PRESTIGE CAPITAL CORPORATION

[A Development Stage Company]

 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the results for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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 Annual Report for the year ended December 31, 2010. The operating results for the periods presented are not necessarily indicative of the operating results for the full year.


NOTE 2 GOING CONCERN


The accompanying 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. However, the Company has incurred losses since its inception and has no revenue-generating activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is seeking potential business opportunities and is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


NOTE 3 NEW ACCOUNTING PRONOUNCEMENTS


 

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.






7




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

 

FORWARD-LOOKING STATEMENT NOTICE


This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.


PLAN OF OPERATION


The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition.  None of the Company’s officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this quarterly report. The Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.


The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and related reports and documents.


LIQUIDITY AND CAPITAL RESOURCES


The Company remains in the development stage and has experienced no significant change in liquidity or capital resources or stockholders’ equity since reactivation. The Company’s balance sheet as of June 30, 2011, reflects a total asset value of $130.  The Company has no cash and no line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.




8




RESULTS OF OPERATIONS


During the period from January 1, 2011 through June 30, 2011, the Company has engaged in no significant operations other than maintaining its reporting status with the U.S. Securities and Exchange Commission (“SEC”) and seeking a business combination. No revenues were received by the Company during this period.  General and administrative expenses increased in the current fiscal year due to share-based compensation.  


For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and expenses associated with maintaining its reporting status, share-based compensation, and locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.


NEED FOR ADDITIONAL FINANCING


Based upon current management’s willingness to continue to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company’s cash needs required for the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially. In addition, as current management is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.  Without extensions of credit by management, the Company does not have sufficient capital to continue operations.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


Not required by smaller reporting companies.


Item 4T.  Controls and Procedures.


(a)

Evaluation of Disclosure Controls and Procedures.  We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures.




9




Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2011, the end of the period covered by this Report.


(b)

Changes in Internal Control over Financial Reporting.  There were no changes in the Company’s internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.  No legal proceedings are threatened or pending against the Company, or any of our officers or directors. Further, none of our officers, directors or affiliates are parties against the Company, or have any material interests in actions that are adverse to our own.


Item 1A.  Risk Factors.  Not required for smaller reporting companies.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.  None.


Item 3.  Defaults Upon Senior Securities.  None.


Item 4. [REMOVED AND RESERVED]


Item 5.  Other Information.  None.


Item 6.  Exhibits.


(a)

Exhibits.


Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.


Exhibit No.

Title of Document

31.1*

Certification of the Principal Executive Officer/Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32.1*

Certification of the Principal Executive Officer/Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*Filed herewith.  The Exhibits attached to this Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.




10




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.



PRESTIGE CAPITAL CORPORATION



Date: August 10, 2011

By:

/s/ Whitney O. Cluff

Whitney O. Cluff

Chief Executive Officer and President

Chief Financial Officer

(Principal Executive, Accounting and

Financial Officer)




11