UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

for the quarterly period ended March 31, 2014

OR

.

      . 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 333-176169

Mirage Capital Corporation

(Exact name of registrant as specified in its charter)

Nevada	45-2426430
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

850 W. Horizon Ridge Parkway Suite 200, Henderson, NV	89052
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  (852) 3111-7718

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 of 1934 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 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        .                                                                                       Accelerated                               .

.

         Non-accelerated filer         ..(Do not check if a smaller reporting company)           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 of the registrant’s common stock outstanding as of February 14, 2012 was 12,500,000 shares.

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                                                                             MIRAGE CAPITAL CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

PART I. FINANCIAL INFORMATION	Page No.
Item 1.      Interim Financial Statements (Unaudited)
Mirage Capital Corporation
Balance Sheets of Mirage Capital Corporation at March 31, 2014 (unaudited) and June 30, 2012 (audited)	3
Statements of Operations of Mirage Capital Corporation for the Three Months and Nine Months ended
March 31, 2014 and for the period June 24, 2011 (Inception) through March 31, 2014  (unaudited)	4
Statement of Cash Flows of Mirage Capital Corporation for the Three Months and Nine Months ended
March 31, 2014 and for the period June 24, 2011 (Inception) through March 31, 2014 (unaudited)	5
Notes to the Financial Statements (unaudited)	6
Item 2.       Management’s Discussion and Analysis	9
Item 3.       Quantitative and Qualitative Disclosures about Market Risk.	13
Item 4.       Controls and Procedures	13
PART II. OTHER INFORMATION
Item 1.  Legal Proceedings	14
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.  Defaults Upon Senior Securities	14
Item 4. (Removed and Reserved)	14
Item 5. Other Information	14
Item 6. Exhibits	14
Signatures	15
PART I. FINANCIAL INFORMATION
Item 1.   Interim Financial Statements (Unaudited)

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MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Balance Sheets

See notes to the financial statements.

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MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Statements of Operations

(unaudited)

		For the three		For the six		For the
		months ended		months ended		year ended
		March		March		June
		31, 2014		31, 2014		30, 2013
Revenue	$	-	$	-	$	-
Expenses:
Professional fees and other expenses		7,185		14,460		42,653
Amortization expense		225		450		900
Organization expenses		-		-		-
Loss before provision for income taxes		7,410		14,910		45,553
Provision for income tax		-		-		-
Net loss	$	(7,410)	$	(14,910)	$	(45,553)
Basic and diluted loss per share	$	(0.00)	$	(0.00)		(0.00)
Weighted average common shares outstanding - basic and diluted		12,500,000		12,500,000

See notes to the financial statements.

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MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Statements of Cash Flows

(unaudited)

		For the three months ended March 31, 2014		For the six months ended March 31, 2014		For the year ended June 30, 2013
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(7,410)	$	(14,910)	$	(45,553)
Amortization		225		450		900
Shares issued for organizational expense		-		-		-
Adjustments to reconcile net loss to cash (used in) operating activities:
Change in accounts payable/accrued expenses		-		220		(6,749)
Change in accounts receivable		-		-		-
Change in deferred offering costs		-		-		-
Net Cash Provided by (Used in) Operating Activities		(7,185)		(14,240)		(49,402)
CASH FLOW FROM INVESTING ACTIVITIES		-		-		-
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from common stock offering		-		-		-
Deferred offering costs paid		-		-		-
Loan proceeds from unrelated parties		-		-		-
Payments on loans from unrelated parties		-		-		-
Loan proceeds from related parties		7,168		14,206		28,250
Payments on loans from related parties		-		-		-
Net Cash Provided by (Used in) Financing Activities		7,168		14,206		28,250
CHANGE IN CASH		(17)		(34)		(1,152)
CASH AT BEGINNING OF PERIOD		178		195		1,364
CASH AT END OF PERIOD	$	161	$	161	$	212
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-
Non-cash investing and financing activities:
Stock issuance for websites and domain names	$	-	$	-	$	-
Additional Paid-in Capital increase by debt forgiveness - shareholder	$	-	$	-	$	20,000

See notes to the financial statements.

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MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Notes to the Financial Statements

December 31, 2013

(unaudited)

NOTE 1 – ORGANIZATION

Mirage Capital Corporation (fka Alternative Energy Media, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011. The Company issued 5,500,000 shares of its common stock to its founder following inception in exchange for organizational costs incurred upon incorporation. On June 28, 2011 the Company issued 4,500,000 shares of its common stock to Windstream Partners, LLC (“Windstream”), as consideration for the purchase of 3 websites and/or domain names. The acquisition was valued at $4,500. The Company issued 2,500,000 shares of its common stock to 20 investors who purchased their shares under a registration statement filed on Form S-1 (the “offering”) with the United States Securities and Exchange Commission (the “SEC”). Investors paid $0.01 per share for a total of $25,000.

The Company has not generated revenues from its planned principal operations and is considered a development stage company as that term is defined by Financial Accounting Standard Board ("FASB") Accounting Standards Codification (“ASC”) 915, Development Stage Entities.

On August 19, 2012, the Company filed an amendment to the Certificate of Incorporation which changed the name of the Company to Mirage Capital Corporation.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Interim Financial Statements and Basis of Preparation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the period ended June 30, 2013 and notes thereto contained in its annual report on Form 10-K.

b. Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company employs a fiscal year ending June 30.

c. Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

d. Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

e. Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260.

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f. Earnings (Loss) per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

g. Income Taxes

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal income tax.

h. Advertising

Advertising will be expensed in the period in which it is incurred. There has been no advertising expense in the reporting periods presented.

i. Related Software Costs

Certain direct purchase and related development costs associated with software are capitalized and include external direct costs for services and payroll costs. These costs include employees devoting time to the software projects principally related to software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and will be amortized over a period of three to five years beginning when the asset is substantially ready for use. Costs incurred during the project stage, as well as maintenance and training costs are expensed as incurred.

j. Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital of $71,762 and a deficit accumulated during the development stage of $82,648 at March 31, 2014. As of March 31, 2014, the Company had not generated any revenue and had no committed sources of capital or financing.

Management believes sufficient funding can be secured by obtaining loans, as well as offerings of preferred and common stock through private placements to institutional and other finance sources. However, no assurance can be given that the Company can obtain additional working capital, or if obtained, that such funding will not cause substantial dilution to shareholders of the Company. If the Company is unable to raise additional funds, it may be forced to change or delay its contemplated business plan. Management believes the process and probability to raise additional capital will be easier to accomplish and be more cost effective once the Company becomes a publicly traded company.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – SHARE CAPITAL

The Company is authorized to issue 100,000,000 shares of common stock and 1,000,000 shares of preferred stock. The Company issued 5,500,000 shares of its common stock to its incorporator, former chief executive officer and president for organizational services rendered. These services were valued at $5,500. Following its formation, the Company issued 4,500,000 shares of its common stock to Windstream, as consideration for the purchase of 3 websites and/or domain names. The acquisition of the websites and/or domain names were valued at $4,500. The Company issued 2,500,000 shares of its common stock to 20 investors who purchased their shares under a registration statement filed on Form S-1 with the SEC. Investors paid $0.01 per share for a total of $25,000.

At March 31, 2014, there were 12,500,000 shares of common stock issued and outstanding.

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NOTE 5 – LOANS - UNRELATED PARTY

During the three months ended March 31, 2014 the Company received $0 in loan proceeds from an unrelated party who was a business acquaintance of our former shareholder or founder.

As of March 31, 2014, the Company had an outstanding loan balance – unrelated party of $1,900.

NOTE 6 – LOANS - RELATED PARTIES

During the three months ended March 31, 2014, the Company received $7,168  in loan proceeds from a shareholder of the Company, in order to fund working capital expenses. This loan is unsecured and carries no interest rate or repayment terms.

The Company repaid $0 of this loan to the related party. As of March 31, 2014, the Company had an outstanding loan balances – related parties of $53,767.

NOTE 7 –ADDITIONAL PAID IN CAPITAL

Deferred offering costs related to the offering were charged to Additional Paid-in Capital. Deferred offering costs totaled $42,089 and consisted primarily of legal fees and other costs related to our offering. Legal fees of $20,000 that remained an obligation of the Company as of June 30, 2012 were paid in full by a shareholder upon the sale of their shares in the Company and the shareholder upon the sale of their shares in the Company forgave the debt associated with this payment, which was, $20,000. The payment and debt forgiveness of $20,000 has been recorded as an increase to Additional Paid-in Capital as of December 31, 2013.

NOTE 8 – INCOME TAXES

As of March 31, 2014, the Company had net operating loss carry forwards of $82,648 that may be available to reduce future years’ taxable income through 2033.

		As of December 31, 2013
Deferred tax assets:
Net operating tax carryforwards	$	32,233
Other		-
Gross deferred tax assets		32,233
Valuation allowance		(32,233)
Net deferred tax assets	$	-

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS: STATEMENTS ABOUT OUR FUTURE EXPECTATIONS ARE "FORWARD-LOOKING STATEMENTS" AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. WHEN USED HEREIN, THE WORDS "MAY," "WILL," "SHOULD," "ANTICIPATE," "BELIEVE," "APPEAR," "INTEND," "PLAN," "EXPECT," "ESTIMATE," "APPROXIMATE," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INVOLVE RISKS AND UNCERTAINTIES INHERENT IN OUR BUSINESS, INCLUDING THOSE SET FORTH UNDER THE CAPTION "RISK FACTORS," IN THIS DISCLOSURE STATEMENT, AND ARE SUBJECT TO CHANGE AT ANY TIME. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS. THIS FORM 10-Q DOES NOT HAVE ANY STATUTORY SAFE HARBOR FOR THIS FORWARD LOOKING STATEMENT. WE UNDERTAKE NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENT.

This Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

Overview

Mirage Capital Corporation (formerly known as Alternative Energy Media, Inc.) was incorporated under the laws of the State of Nevada on June 24, 2011. On June 28, 2011 we acquired certain websites and domain names from Windstream Partners, LLC. From June 24, 2011 (date of inception) through August 7, 2012, we had one employee, our founder and former president, Matthew J. Zouvas.

The Company issued 5,500,000 shares of its common stock to Mr. Zouvas at inception in exchange for organizational services incurred upon incorporation. These services were valued at $5,500 upon issuance. Following our formation, we issued 4,500,000 shares of our common stock to Windstream Partners, LLC in exchange for three domain names and websites, all of which are currently available online in various forms, and otherwise may be redeveloped during the next few months with additional content and technology partners to provide alternative energy-related media online. The cost of the websites incurred by Windstream Partners, LLC was approximately $4,500, which is the same price at which we purchased them.

The Company with the closing of initial public offering in January 2012 issued a total of 2,500,000 shares of its common stock to 20 investors who purchased their shares under a registration statement filed on Form S-1 with the SEC (the “Offering”). Twenty investors paid $0.01 per share for a total of $25,000 as a combined investment.

We are a development stage company and have no financial resources. We have not established or attempted to establish a source of equity or debt financing. Our auditors indicated in their report on our financial statements that “the Company has not established a source of revenue or financing, which raises substantial doubt about its ability to continue as a going concern.”

We will derive revenue from the sale of advertising, sponsorships, directing listings, affiliate commission revenue, lead generation, product sales, and related services to the alternative energy and clean tech sectors. In addition, we may derive revenue from various forms of advertising on our targeted websites with ads placed on our sites from large search engine companies such as Google and Yahoo and to small businesses that are seeking to purchase Internet traffic from potential purchasers of the goods or services that the business owner is offering as well as affiliate-based revenue which include commissions on alternative energy products and related services.

The principal products and services that we will provide through our websites are:

·

Alternative energy related media and content;

·

Products that relate to alternative energy, clean technology, and energy savings (such as solar panels, books on alternative energy, and small wind turbines);

·

Services that relate to energy savings, clean technology, and alternative energy (such as solar panel installers, energy efficiency audits, waste to energy technologies, and environmental consulting firms);

·

Advertisements for conferences and other educational related events that relate to the alternative energy industry;

·

Directory listings to service providers and vendors that provide products and related services to the alternative energy industry;

Please note that the above products and services will be provided by third parties and not directly by us. We act as a central resource and portal that enables our users to find and access the resources and information about vendors and products in the alternative energy industry.

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Our principal sources of revenue will be:

·

Pay per click (PPC) advertising from providers (PPC is an Internet advertising model used on websites, in which advertisers pay their host only when their ad is clicked. With search engines, advertisers typically bid on keyword phrases relevant to their target market. Content sites commonly charge a fixed price per click rather than use a bidding system - revenue code: ppc);

·

Lead generation represents a visitor on our website completing a form or clicking on a link that refers that visitor as a potential customer and lead to another third party that provides a particular product or service. Once the lead is received by the third party, the Company receives a lead referral fee. (revenue code: lgn);

·

Affiliate revenue from a company, usually offered through an affiliate network such as ClickBank, Commission Junction, or the like whereby we receive a commission pursuant to the sale of a product or service that occurs from the traffic directed to their site (revenue code: aff);

·

Sponsorship advertising is when we obtain a corporate sponsor to directly advertise on a section or our entire site (revenue code: spa); and

·

Directory listings are when local companies and service providers pay us to have a premium listing on our sites and the functionality of the directory listings is upgraded and offered into each one of our websites (revenue code: dir).

Each of the services described above may be found at any one of our web sites identified below:

·

AlternativeEnergyMedia.com – currently provides information on products and resources within the alternative energy industry. This website is enabled by our content partner, Domain Holdings, which is also the content partner for our other websites. AlternativeEnergyMedia.com will be redesigned to act as the Company’s portal for all of our corporate related communications and to promote our initiatives towards alternative energy and clean technology, as well as act as a hub to connect with our other websites.

·

AlternativePowerMall.net – acts as an e-commerce store that provides a wide variety of products relative to alternative energy and clean technology. This website is also enabled through our content partner, Domain Holdings, whereby we receive a fee on a per click-thru basis for any products that are clicked on. Future planned services include lead generation, directory listings, and sponsorships. Current revenue capabilities: ppc, aff

·

SolarPowerProducts.us – acts as a media venue that covers products and related services focused on solar power. We intend that this site also have direct ecommerce capabilities or direct affiliations with solar product manufacturers in order to generate affiliate revenues, product sales, lead generation, and directory listings. Current revenue capabilities: ppc, aff

We have undertaken limited redevelopment of each of our websites. Each domain name and respective website was originally a text-based website that just housed links to advertisers that served advertisements from major companies including Yahoo or Google. Shortly after we acquired the websites and domain names, we changed our content partners and the focus of our websites became more highly associated with the alternative energy industry. In addition, we added a more graphical and appealing content presentation, as well as an array of alternative energy products that are displayed on the websites. These changes required relatively minimal programming and we incurred no additional costs or expenses because these changes were included as part of the Company’s original purchase of the domains and websites.

We will make arrangements for earning fees either:

·

By entering direct agreements with companies offering alternative energy products and services that provide an affiliate program, or lead generation programs, most of which can be set up and managed online, or

·

Through a PPC marketing or Internet advertising firm that specializes in Internet marketing and online advertising. We intend to use services offered by firms such as Google, Yahoo, or Domain Holdings, or any combination thereof, for our PPC marketing, and use any one or more of the affiliate networks for our alternative energy affiliate revenue sources.

Our procedures may be referred to as parked domain monetization, which is a technique used primarily by domain name registrars and Internet advertising publishers to monetize type-in traffic visiting a parked or minimally developed domain name. Type-in traffic is a term describing visitors landing at a web site by entering a keyword or phrase (with no spaces or a hyphen in place of a space) in the web browser's address bar (and adding .com or any other generic top-level domain or country code top-level domain such as .us). The domain name will usually go to a web page containing advertising listings and links. These links will be targeted to the predicted interests of the visitor and may change dynamically based on the results that visitors click on. Usually the domain holder is paid based on how many links have been visited (e.g. PPC) and on how beneficial those visits have been. The keywords for any given domain name provide clues as to the intent of the visitor before arriving.

We will work to negotiate agreements with websites and others to maximize banners and PPC arrangements. We have a number of key website names to be used for this purpose. We cannot predict the likelihood or timing of our success, however.

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Timing

Since acquiring the three websites, most of our resources and work have been devoted to planning our business, implementing systems and controls, and completing our registration statement. Since we completed our Offering, our efforts have been focused towards optimizing our business and marketing plans, as well as raise additional capital, of which there can be no assurance, to begin the work to update and further enhance our three websites. We will then need to begin introductory marketing to attract retailers to advertise on our sites. We believe that the work needed to enhance and complete each website will range from $15,000 to $40,000 per site over the next 6 to 12 months if outside contractors and experts are used. If we can raise funding to outsource these procedures, of which there are no assurances, we can open at least some of the additional functionality and revenue channels on our websites within approximately one year. If we have to use our internal resources only, the process will take much longer and will be done one website at a time. There can be no way to estimate how much time would be required in that case. Our goal would be to have all three websites up and running with the added functionality and multiple revenue channels within 9 months, but there is no way of estimating what the likelihood of achieving that goal is.

Competition

We will compete with companies that provide both mainstream and specialty niche oriented content and media sites focused within the alternative energy and clean technology sectors, as well as referral and affiliate programs and advertising services that are similar to our services. Many current and potential competitors have and can devote substantially greater resources to promotion, website and systems development than we can. In addition, as the use of the Internet and other online services increases, larger, well-established and well-financed entities may continue to acquire, invest in or form joint ventures with providers of Web directories, search and information services or advertising solutions. Existing providers of Web directories, search and information services or advertising solutions may continue to consolidate.

In addition, we cannot provide any assurance that another search service will not successfully offer a competitive affiliate/referral advertising service. We believe it is likely that there will be additional entrants to the affiliate/referral search market. These competitors will compete against us for affiliate arrangements. This competition could cause us to enter into affiliate agreements with less favorable terms or lose affiliates or potential affiliates.

We will face competition for user traffic within the search marketplace, which affects the number of paid introductions on our service. If the users of these affiliates prefer the services offered by the competitors with whom we do not have a relationship, the businesses of our affiliates may suffer. This may in turn have a material adverse effect on our business, operating results and financial condition. In addition, many of our affiliates compete with one other, and this may make it difficult for us to develop some affiliate relationships.

We also compete with providers of pay-per-click search services and other search services, Internet service providers, other websites and advertising networks such as Double-Click, Inc. and 24/7 Media, Inc., as well as traditional offline media such as television, radio and print and direct marketing companies, for a share of advertisers total advertising budgets. Accordingly, we may face increased pricing pressure for the sale of advertisements and direct marketing opportunities. This could have a material adverse effect on our business, operating results and financial condition.

We will compete using our ability to develop opportunities that we will be able to take advantage of quickly. However, we cannot predict the likelihood or timing for our success. No assurances can be given that our competitive strategy will have any success.

Intellectual Property

We have no patents or trademarks.

Government Regulation and Industry Standards

There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of products and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling products or otherwise operating our business.

Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the acceptance of the Internet as an advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. We and many other Internet companies will use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.

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Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union and many countries within the EU have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the U.S. as well, and the U.S. Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of our users and subscribers which could harm our business and financial results.

Employees

As of May 17, 2014, we had one employee, our president, chief executive offices (“CEO”) and chief financial officer (“CFO”),Mr. Su Chen. Mr. Chen provides at least 10 to 15 hours per week for the activities of the Company. Mr. Chen has held this position since June 5, 2013. There is no written employment contract or agreement with Mr. Chen. We will also use independent contractors and consultants to assist in many aspects of our business on an as-needed basis pending financial resources that become available to us.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Financial Condition and Results of Operations

Results of Operations for the Three months ended December 31, 2013 and 2012:

Our operating results for the three months ended December 31, 2013 and December 31, 2012 are summarized as follows:

		Three months ended March 31, 2014		Three months Ended March 31, 2013
Revenue	$	–	$	–
Professional fees and other expense		7,185		6,046
Amortization expense		225		225
Organization expenses		–		–
Net loss	$	(7,410)	$	(6,271)

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Expenses

Professional fees and other expense

Professional fees and other expenses were $7,185 and $6,046, respectively, for the three months ended March 31, 2014 and 2013. These costs will require us to seek additional financing.

Amortization expense

During the three months ended March 31, 2014 and 2013, we amortized our websites and domain names that were purchased from our founder. We recognized $225 and $225, respectively, in amortization expense for the three months ended March 31, 2014 and 2013. We amortize these costs over 60 months.

Net loss

We incurred a net loss of $7,410 for the three months ended March 31, 2014, compared with a net loss of $6,271 for the three months ended March 31, 2013. Net loss for the three months ended March 31, 2014 and 2013 included costs associated with our website/domain name development which were not able to be capitalized.

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Liquidity and Capital Resources

Our financial position as of March 31, 2014 and March 31, 2013 are as follows:

Net Working Capital (Deficiency)		As of March 31, 2014		As of March 31, 2013
Current Assets	$	161	$	229
Current Liabilities		71,923		39,329
Net Working Capital (Deficiency)	$	(71,762)	$	(39,100)

Our net working capital deficiency increased $32,662 from $39,100 at March 31, 2013 to $71,762 at March 31, 2014 or 84% as a result of increases in accrued expenses and related party loans entered.

Cash Flows		Three months ended March 31, 2014		Three months ended March 31, 2013
Net cash (used in) Operating Activities	$	(7,185)	$	(6,064)
Net cash (used in) Investing Activities		-		-
Net cash provided by Financing Activities		7,168		6,029
Increase (Decrease) in Cash during the Period		(17)		(17)
Cash, Beginning of the Period		178		246
Cash, End of the Period	$	161	$	229

Since June 24, 2011 (inception) through March 31, 2014, we secured $70,617 in loans from both related parties and unrelated parties, $14,950 of which we repaid prior to March 31, 2014. As of March 31, 2014 we had cash on hand of $161. Currently we are receiving loans from our majority shareholder in the form of interest free loans. This shareholder has committed to ensure that our working capital needs are fulfilled for the foreseeable future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company’s Principal Executive Officer and Principal Financial Officer, Mr. Su, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including both Principal Executive Officers and Principal Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2014 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

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PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

No legal proceedings have been initiated by or served upon the Company during the period ending March 31, 2014.

From time to time the Company may be named in claims arising in the ordinary course of business.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None for the period ending March 31, 2014.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – (Removed and Reserved)

ITEM 5 - OTHER INFORMATION

None

ITEM 6 – EXHIBITS

Mirage Capital Corporation includes by reference the following exhibits:

*3.1		Articles of Incorporation
*3.2		By-Laws
*10.1		Agreement regarding Conflict of Interest
**10.2		Agreement between the Company and Windstream Partners, LLC
*99.1		Copy of Subscription Agreement
*99.2		Escrow Agreement
101		INS XBRL Instance Document
101		SCH XBRL Taxonomy Extension Schema
101		CAL XBRL Taxonomy Extension Calculation Linkbase
101		DEF XBRL Taxonomy Extension Definition Linkbase
101		LAB XBRL Taxonomy Extension Labels Linkbase
101		PRE XBRL Taxonomy Extension Presentation Linkbase

*Filed with the SEC on August 11, 2011 as part of our Registration Statement on Form S-1 and incorporated herein by this reference

** Filed with the SEC on September 26, 2011 as part of our Registration Statement on Form S-1 Pre-effective Amendment #1 and incorporated herein by this reference

Exhibits:

The following exhibits are filed as part of this quarterly report on Form 10-Q:

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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.

Dated: May 17, 2014

Mirage Capital Corporation

By: /s/ Su Chen                       

                          

CEO, CFO, Chairman of the Board, President & Treasurer of the Company

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