UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

☐ 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)

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☑ 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☑ No☐ The registrant does not have a Web site.

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 ☑

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

Yes☑ No ☐

The number of shares outstanding of the registrant’s common stock as of April 19, 2013 was 2,532,200.

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	10
Item 4.	Controls and Procedures	11
PART II - OTHER INFORMATION
Item 6.	Exhibits	11
	Signatures	12

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PRESTIGE CAPITAL CORPORATION

(A Development Stage Company)

Condensed Financial Statements

March 31, 2013

(Unaudited)

2

PRESTIGE CAPITAL CORPORATION

(A Development Stage Company)

Condensed Balance Sheets

	March 31, 2013				December 31, 2012
	(Unaudited)
ASSETS
Current Assets
Cash		$	129			$	93
Total Current Assets			129				93
Total Assets		$	129			$	93
Liabilities and Stockholders' Deficit
Liabilities
Current Liabilities
Accounts payable		$	111			$	2,580
Accounts payable – related party			18,900				14,400
Accrued interest			32,630				30,146
Loan payable - related party			127,462				121,462
Total Current Liabilities			179,103				168,588
Total Liabilities			179,103				168,588
Stockholders' 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, 2013 and December 31, 2012			2,532				2,532
Additional Paid in Capital			547,677				547,677
Accumulated deficit prior to re-activation			(383,749	)			(383,749	)
Deficit accumulated during the development stage			(345,434	)			(334,955	)
Total Stockholders' Deficit			(178,974	)			(168,495	)
Total Liabilities and Stockholders' Deficit		$	129			$	93

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

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PRESTIGE CAPITAL CORPORATION  (A Development Stage Company) Condensed Statements of Operations (Unaudited)
			Three Months Ended March 31, 2013		Three Months Ended March 31, 2012		From Re-activation on June 21, 2006 to March 31, 2013
Revenues		$	--	$	--	$	--
Operating Expenses
	General and Administrative		7,995		3,831		310,047
Loss from Operations			7,995		3,831		(310,047)
Non-Operating Income (Expense)
	Related party interest expense		(2,484)		(2,266)		(35,893)
	Related party interest income		--		--		506
	Total non-operating expense		(2,484)		(2,266)		(35,387)
Net Loss before income taxes			(10,479)		(6,097)		(345,434)
Income taxes			--		--		--
Net Loss		$	(10,479)	$	(6,097)	$	(345,434)
Basic and Diluted Loss Per Share		$	(0.00)	$	(0.00)
Basic and Diluted Weighted Average Number of Common Shares Outstanding			2,532,200		2,532,200

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

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PRESTIGE CAPITAL CORPORATION

 (A Development Stage Company)  

Condensed Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31, 2013				Three Months Ended March 31, 2012				From Re-activation on June 21, 2006 to March 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		$	(10,479	)		$	(6,097	)		$	(345,434	)
Adjustments to reconcile Net Income to net cash provided by operations:
Imputed related party interest expense			—				—				635
Common stock issued for services			—				—				155,600
Corporate expenses paid by stockholder			—				—				55,144
Changes in assets and liabilities
Increase (decrease) in accounts payable – related party			2,031				1,586				20,504
Increase in accrued interest			2,484				2,266				32,630
Net cash used in operating activities			(5,964	)			(2,245	)			(80,921	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans			6,000				2,500				72,319
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			6,000				2,500				81,050
Net Increase (Decrease) in Cash			36				255				129
Beginning Cash Balance			93				71				—
Ending Cash Balance		$	129			$	326			$	129
Supplemental Disclosures
Cash paid for:
Interest expense		$	—			$	—			$	—
Income taxes		$	—			$	—			$	—
Non Cash Investing and Financing Activities
Forgiveness of debt by stockholder		$	—			$	—			$	6,650

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

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Prestige Capital Corporation

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

March 31, 2013 and December 31, 2012

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, 2013 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, 2012 audited financial statements as reported in its Form 10-K. The results of operations for the three-month period ended March 31, 2013 are not necessarily indicative of the operating results for the full year ended December 31, 2013.

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 $345,434. 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 stockholders 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, 2013. 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.

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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

Stockholder Loans – A former stockholder 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, 2013 and December 31, 2012, respectively.  No amounts were repaid to the stockholder.  As of March 31, 2013 and December 31, 2012, the amount due to the stockholders for accrued interest was $29,511 and $27,632, respectively. The interest expense on the loans for the three months ended March 31, 2012 and 2013 totaled $1,879 and $1,879, respectively. The above mentioned stockholder loans are due on demand and had interest imputed at an annual rate of 8%.

During the three months ended March 31, 2013, the Company borrowed $6,000 from a related party. The Company is indebted to this lender $33,500 for loans through the period ended March 31, 2013. The notes are unsecured, due on demand, and bear interest at 8% per annum. Interest expense for the three months ended March 31, 2012 and 2013 totaled $387 and $604, respectively. No payments on principle or interest have been made to date.

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

FORWARD LOOKING STATEMENTS

The U. S. Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “intend,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

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

Executive Overview

We are a development stage company that has not recorded revenues since our reactivation on June 21, 2006. At March 31, 2013, we had $129 in cash and total liabilities of $179,103 and we are dependent upon financing to continue basic operations. The Company intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.

As of the date of this report, we have 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 we will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We anticipate 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.

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.

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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. We have relied upon loans and advances from related parties to fund our operations. During 2011 and 2012 we borrowed $27,500 from a stockholder to fund operations (See “Commitments,” below) and relied upon a stockholder to provide or pay on our behalf administrative and professional services, accrued interest and out-of-pocket costs totaling $14,000. For the quarterly period ended March 31, 2013 (“2013 first quarter”) we borrowed an additional $6,000 from a stockholder and a stockholder provided or paid for administrative and professional services and out-of-pocket costs totaling $4,500.

Our cash increased from $93 at December 31, 2012 to $129 at March 31, 2013. Our total liabilities also increased from $168,588 at December 31, 2012 to $179,103 at March 31, 2013 primarily due to additional related party loans and accounts payable paid on our behalf by related parties, along with increases in accrued interest on loans.

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 the 2012 or 2013 first quarter. General and administrative expense increased from $3,831 for the quarterly period ended March 31, 2012 (“2012 first quarter”) to $7,995 for the 2013 first quarter. The increase for 2013 reflects additional consulting and professional fees.

Total non-operating expense increased from the 2012 first quarter to the 2013 first quarter due to interest expense related to loans.

Accordingly, our net loss increased from $6,097 for the 2012 first quarter to $10,479 for the 2013 first quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.

Commitments

During the year ended December 31, 2011, the Company borrowed $19,000 from First Equity Holdings Corp, a stockholder, and in 2012 we borrowed an additional $8,500 from this stockholder for a total of $27,500. During the 2013 first quarter we borrowed an additional $6,000 from this stockholder. These notes, totaling $33,500, are unsecured, due on demand, and bear interest at 8% per annum. No payments for principle or interest have been made to date for these loans. In addition, First Equity Holdings Corp. provided or paid on our behalf administrative and professional services and out-of-pocket costs in the amount of $14,000 for the year ended December 31, 2012 and an additional $4,500 for the 2013 first quarter.

During 2011 the Company owed $93,962 to Whitney O. Cluff, our former President. Mr. Cluff sold this loan to third parties in 2011. The accrued interest on this loan is $29,511 at March 31, 2013. This loan is due on demand and has interest imputed at an annual rate of 8%.

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.

9

Critical Accounting Policies

We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

• Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• Submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency”

• Obtain stockholder approval of any golden parachute payments not previously approved; and

• Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

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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, 2013 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)

Part II Exhibits- continued

No.	Description
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

11

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: May 8, 2013	By:	/s/ Joseph C. Cannella
		Joseph C. Cannella President and Director
		Principal Financial Officer

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