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Prestige Capital Corp – ‘10QSB’ for 3/31/02

On:  Monday, 5/13/02   ·   For:  3/31/02   ·   Accession #:  1016193-2-48   ·   File #:  33-03583-S

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/13/02  Prestige Capital Corp             10QSB       3/31/02    1:21K                                    Cohne Rappaport &… PC/FA

Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    10     42K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
9Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation
10Item 6. Exhibits and Reports on Form 8-K
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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 [ ] 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. 33-03583-S PRESTIGE CAPITAL CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 93-0945181 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 311 South State, Suite 400, Salt Lake City, Utah 84111 (Address of principal executive offices) (801) 364-9262 (Issuer's telephone number) Not Applicable (Former name, address and fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of March 31, 2002: 9,680,000 shares of common stock. Transitional Small Business Format: Yes [ ] No [X]
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FORM 10-QSB PRESTIGE CAPITAL CORPORATION INDEX Page PART I. Financial Information 3 Unaudited Condensed Balance Sheets, March 31, 3 2002 and December 31, 2001 Unaudited Condensed Statement of Operations for 4 the Three Months Ended March 31, 2002 and 2001, and from Inception on February 7, 1986 through March 31, 2002 Unaudited Condensed Statement of Cash Flows for 5 the Three Months Ended March 31, 2002 and 2001, and from Inception on February 7, 1986 through March 31, 2002 Notes to Unaudited Condensed Financial Statements 6 Management's Discussion and Analysis of Financial 9 Condition or Plan of Operation PART II. Other Information 10 Signatures 10 2
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PART I. Item 1. Financial Information PRESTIGE CAPITAL CORPORATION [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEETS ASSETS March 31, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash $ 101 $ 28 ------------ ------------ Total Current Assets 101 28 ------------ ------------ $ 101 $ 28 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 1,000 $ 1,330 Advances from a related party 10,311 8,811 ------------ ------------ Total Current Liabilities 11,311 10,141 ------------ ------------ STOCKHOLDERS' EQUITY (DEFICIT): Common stock, $.001 par value, 50,000,000 shares authorized, 9,680,000 shares issued and outstanding 9,680 9,680 Capital in excess of par value 352,287 352,287 Deficit accumulated during the development stage (373,177) (372,080) ------------ ------------ Total Stockholders' Equity (Deficit) (11,210) (10,113) ------------ ------------ $ 101 $ 28 ------------ ------------ Note: The Balance Sheet as of December 31, 2001 was taken from the audited financial statements at that date and condensed. The accompanying notes are an integral part of these unaudited condensed financial statements. 3
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PRESTIGE CAPITAL CORPORATION [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS From For the Three Inception on Months Ended February 7, March 31, 1986, Through ------------------- March 31, 2002 2001 2002 --------- --------- ------------- REVENUE $ - $ - $ - COST OF SALES - - - --------- --------- ------------- GROSS PROFIT - - - EXPENSES: General and Administrative 1,097 1,269 101,755 --------- --------- ------------- LOSS FROM OPERATIONS (1,097) (1,269) (101,755) --------- --------- ------------- OTHER EXPENSE: Loss from disposal of assets - - 250,000 Interest expense - - 21,422 --------- --------- ------------- Total Other (Expense) - - (271,422) --------- --------- ------------- LOSS FROM OPERATIONS BEFORE INCOME TAXES (1,097) (1,269) (373,177) CURRENT TAX EXPENSE - - - DEFERRED TAX EXPENSE - - - --------- --------- ------------- NET LOSS $ (1,097) $ (1,269) $ (373,177) ========= ========= ============= LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.20) ========= ========= ============= The accompanying notes are an integral part of these unaudited condensed financial statements. 4
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PRESTIGE CAPITAL CORPORATION [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS [Enlarge/Download Table] From For the Three Inception on Months Ended February 7, March 31, 1986, Through ------------------- March 31, 2002 2001 2002 --------- --------- ------------- Cash Flows From Operating Activities: Net loss $ (1,097) $ (1,269) $ (373,177) Adjustments to reconcile net loss to net cash used by operating activities: Loss from disposal of assets - - 250,000 Stock issued for services - - 25,521 Changes is assets and liabilities: (Increase) in inventory - - (165,000) Increase (decrease) in accounts payable (330) - 1,000 Increase in accrued interest - - 21,479 --------- --------- ------------- Net Cash Provided (Used) by Operating Activities (1,427) (1,269) (240,177) --------- --------- ------------- Cash Flows From Investing Activities - - - --------- --------- ------------- Net Cash Flows (Used) by Investing Activities - - - --------- --------- ------------- Cash Flows From Financing Activities: Advances from a related party 1,500 1,300 10,311 Proceeds from notes payable - related party - - 21,000 Issuance of common stock - - 208,967 --------- --------- ------------- Net Cash Provided by Financing Activities 1,500 1,300 240,278 --------- --------- ------------- Net Increase (Decrease) in Cash 73 31 101 Cash at Beginning of Period 28 80 - --------- --------- ------------- Cash at End of Period $ 101 $ 111 $ 101 --------- --------- ------------- Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - $ - $ - Income taxes $ - $ - $ - Supplemental Schedule of Noncash Investing and Financing Activities: For the periods ended March 31, 2002: None For the periods ended March 31, 2001: None The accompanying notes are an integral part of these unaudited condensed financial statements. 5
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PRESTIGE CAPITAL CORPORATION [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - The Company was organized under the laws of the State of Utah on February 7, 1986 under the name of Hood Ventures, Inc. On December 31, 1998, the name was changed to Prestige Capital Corporation. On December 31, 1998, Hood Ventures, Inc. of Utah merged with Prestige Capital Corporation, a Nevada Corporation, leaving the Nevada Corporation as the surviving company. The Company currently has no on-going operations and is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7. The company is currently seeking business opportunities or potential business acquisitions. 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 at March 31, 2002 and 2001 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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, 2001 audited financial statements. The results of operations for the periods ended March 31, 2002 and 2001 are not necessarily indicative of the operating results for the full year. Loss Per Share - The computation of loss per share of common stock is based on the weighted average number of shares outstanding during the periods presented, in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" [See Note 6]. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated. Recently Enacted Accounting Standards - Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement Obligations", and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", were recently issued. SFAS No. 141, 142, 143 and 144 have no current applicability to the Company or their effect on the consolidated financial statements would not have been significant. Restatement - On May 12, 1987, the Board of Directors of the Company approved a 150 for 1 forward stock split and on December 15, 1998, the Board of Directors of the Company approved a 1 for 500 reverse stock split. The financial statements have been restated, for all periods presented, to reflect these stock splits [See Note 4]. 6
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PRESTIGE CAPITAL CORPORATION [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued] Reclassification - The financial statements for periods prior to March 31, 2002 have been reclassified to conform to the headings and classifications used in the March 31, 2002 financial statements. NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles 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 on-going operations. Further, the Company has current liabilities in excess of current assets. 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 - RELATED PARTY TRANSACTIONS Management Compensation - During the three months ended March 31, 2002 and 2001, the Company did not pay any compensation to any officer/directors of the Company. Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company. Advances from a related party - A shareholder has advanced cash to the company to pay certain expenses. During the three months ended March 31, 2002, $1,500 was advanced by the shareholder to pay company expenses. As of March 31, 2002 and December 31, 2001, the amount due to the shareholder was $10,311 and $8,811. No interest is being accrued on the advances. Stock Issuance - On July 21, 1989, 120,000 shares of common stock were issued to officers and directors of the Company for the purchase of a film. On September 14, 1999, 9,300,000 shares of common stock were issued to related parties in exchange for debt of $67,479 and services valued at $25,521. NOTE 4 - COMMON STOCK Non-Cash Stock Issuances - On July 21, 1989, 120,000 shares of common stock were issued to officers and directors of the Company for the purchase of a film. On September 14, 1999, 9,300,000 shares of common stock were issued to related parties in exchange for debt of $67,479 and services valued at $25,521. Stock Split - On May 12, 1987, the Board of Directors of the Company approved a 150 for 1 forward stock split and on December 15, 1998, the Board of Directors of the Company approved a 1 for 500 reverse stock split. The financial statements have been restated, for all periods presented, to reflect these stock splits. 7
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PRESTIGE CAPITAL CORPORATION [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 5 - INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. At March 31, 2002, the Company has available unused operating loss carryforwards of approximately $373,000, which may be applied against future taxable income and which expire in various years through 2022. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax assets are approximately $126,900 and $126,500 as of March 31, 2002 and December 31, 2001, respectively, with an offsetting valuation allowance of the same amount resulting in a change in the valuation allowance of approximately $400 during the three months ended March 31, 2002. NOTE 6 - LOSS PER SHARE The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the periods presented: From For the Three Inception on Months Ended February 7, March 31, 1986, Through ----------------------- March 31, 2002 2001 2002 ----------- ----------- ------------- Loss from continuing operations available to common stock holders (numerator) $ (1,097) $ (1,269) $ (373,177) ----------- ----------- ------------- Weighted average number of common shares outstanding used in earnings per share during the period (denominator) 9,680,000 9,680,000 1,910,478 =========== =========== ============= Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted loss per share. 8
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Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation Forward-Looking Statement Notice When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Three Months Ended March 31, 2002 and 2001 The Company had no revenue from continuing operations for the three-month periods ended March 31, 2002 and 2001. The Company had general and administrative expenses of $1,097 and $1,269 for the three months ended March 31, 2002 and 2001, respectively; which consisted of general corporate administration, legal and professional expenses, plus accounting and auditing costs. As a result of the foregoing factors, the Company realized a net loss of $1,097 for the three months ended March 31, 2002, as compared to a net loss of $1,269 for the same period in 2001. Liquidity and Capital Resources At March 31, 2002, a principal shareholder, Lynn Dixon, had paid expenses in the amount of $10,311 on behalf of the Company, of which $1,500 was paid during the first quarter 2002. No interest is being accrued on the advances. At March 31, 2002, the Company had $101 in cash, $1,000 in accounts payable and $10,311 in accounts payable to a related party giving the Company a working capital deficit of $11,210, as compared to a working capital deficit of $10,113 at December 31, 2001. This increase in working capital deficit is due to additional general and administrative expenses without any cash inflow. The Company does not have sufficient cash to meet its operational needs for the next twelve months. Management, like in the past, will attempt to raise capital for its current operational needs through advances from its shareholders, debt financing, equity financing or a combination of financing options. However, there are no existing understandings, commitments or agreements for such an infusion; nor can there be assurances to that effect. Moreover, the Company's need for capital may change dramatically if and during that period, it acquires an interest in a business opportunity. Unless the Company can obtain additional financing, its ability to continue as a going concern is doubtful. The Company's current operating plan is to (i) handle the administrative and reporting requirements of a public company, and (ii) search for potential businesses, products, technologies and companies for acquisition. At present, the Company has no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that the Company will identify a business venture suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage any business venture it acquires. 9
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PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Exhibits: None Reports on Form 8-K: None SIGNATURES In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PRESTIGE CAPITAL CORPORATION Date: May 4, 2002 By: /s/ Pamela L. Jowett, President 10

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Filed on:5/13/02
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For Period End:3/31/0219
12/31/012910KSB
3/31/012910QSB
9/14/997
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12/15/9867
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