UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
x
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
March 31, 2016
o
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period _____________to______________
Commission File Number333-193967
| PRESTON CORP. |
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| (Exact name of registrant as specified in its charter) |
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Nevada |
| 46-4474279 |
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| ------------------------------ |
(State or other jurisdiction of |
| (IRS Employer Identification No.) |
incorporation or organization) |
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6836 Bee Caves Road |
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Austin, Texas |
| 78746 |
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| ------------------------------ |
(Address of principal executive offices) |
| (Postal or Zip Code) |
Registrant’s telephone number, including area code: |
| (775) 345-3449 |
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| ---------------------------- |
| 311 West Third Street Suite 4001 Carson City, NV 89703 |
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| (Former name, former address and former fiscal year, if changed since last report |
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Indicate by check mark whether the issuer (1) 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
x Yes o 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).
x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Small reporting company
x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
oYes x No
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 72,400,000 shares of $0.001 par value common stock outstanding as of May 16, 2016.
2
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
3
PRESTON CORP.
BALANCE SHEETS
(Unaudited)
| March 31, 2016 | September 30, 2015 |
ASSETS |
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Current assets: |
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Cash | $ 5,074 | $ 1,503 |
Prepaid deposits | - | 9,474 |
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Total currents assets | 5,074 | 10,977 |
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Capital assets: |
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Computer | 1,454 | 1,454 |
Mining license | - | 61,000 |
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Total capital assets | 1,454 | 62,454 |
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Total assets | $ 6,528 | $ 73,431 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities: |
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Accounts payable - related party | $ 31,400 | $ 24,200 |
Advances | 62,100 | 34,800 |
Advances - related party | 65,900 | 65,900 |
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Total current liabilities | 159,400 | 124,900 |
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Total liabilities | 159,400 | 124,900 |
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Commitments |
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STOCKHOLDERS' DEFICIT |
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Preferred stock, $0.001 par value, 5,000,000 shares authorized; |
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Series A Convertible Preferred, $0.001 par value, 500,000 |
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shares authorized, 500,000 shares issued and outstanding |
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at March 31, 2016 and September 30, 2015, respectively | 500 | 500 |
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Common stock, $0.001 par value, 200,000,000 shares authorized, |
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72,400,000 shares issued and outstanding at |
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March 31, 2016 and September 30, 2015, respectively | 72,400 | 72,400 |
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Additional paid in capital | 46,700 | 31,700 |
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Accumulated deficit | (272,472) | (156,069) |
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Total stockholders' deficit | (152,872) | (51,469) |
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Total liabilities and stockholders' deficit | $ 6,258 | $ 73,431 |
The accompanying notes are an integral part of these financial statements.
4
PRESTON CORP.
STATEMENTS OF OPERATIONS
For the three and six months ended March 31, 2016 and 2015
(Unaudited)
| Three months | Three months | Six months | Six months |
| March 31, 2016 | March 31, 2015 | March 31, 2016 | March 31, 2015 |
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Operating expenses: |
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Exploration | $ - | $ - | $ - | $ - |
Impairment | 61,000 | - | 61,000 | - |
General and administration | 34,159 | 17,169 | 55,403 | 33,702 |
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Total operating expenses | 95,159 | 17,169 | 116,403 | 33,702 |
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Net loss | $ (95,159) | $ (17,169) | $ (116,403) | $ (33,702) |
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Net loss per share: |
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Basic and diluted | $ ( 0.00) | $ ( 0.00) | $ ( 0.00) | $ ( 0.00) |
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Weighted average shares |
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outstanding: |
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Basic and diluted | 72,400,000 | 116,588,889 | 72,400,000 | 143,284,615 |
The accompanying notes are an integral part of these financial statements.
5
PRESTON CORP.
STATEMENTS OF CASH FLOWS
For the six months ended March 31, 2016 and 2015
(Unaudited)
| Six months ended | Six months ended |
| March 31, 2016 | March 31, 2015 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $ (116,403) | $ (33,702) |
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Adjustment to reconcile net loss to cash used in operating activities: |
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Impairment | 61,000 | - |
Stock Compensation | 15,000 | - |
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Net change in: |
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Prepaid deposits | 9,474 | 25 |
Accounts payable - related party | 7,200 | 9,000 |
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CASH FLOWS USED IN OPERATING ACTIVITIES | (23,729) | (24,677) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from advances | 27,300 | 24,800 |
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 27,300 | 24,800 |
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NET CHANGE IN CASH | 3,571 | 123 |
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Cash, beginning of period | 1,503 | 5,892 |
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Cash, end of period | $ 5,074 | $ 6,015 |
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Cash paid on interest expenses | $ - | $ - |
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Cash paid for income taxes | $ - | $ - |
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Non-cash and investing and financing activities: |
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Preferred stock issued for mining license | $ - | $ 61,000 |
Return and cancellations on stock | $ - | $ 97,000 |
The accompanying notes are an integral part of these financial statements.
6
PRESTON CORP.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2016
(UNAUDITED)
Note 1
Basis of Presentation
The accompanying unaudited interim financial statements of Preston Corp. (“Preston” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2015, as reported in the Form 10-K of the Company, have been omitted.
General
The Company is in the process of exploring and evaluating its mineral properties and determining whether they contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company’s interest in the underlying mineral claims and upon future profitable production or proceeds from the disposition of all or part of its mineral properties.
The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan.
Note 2
Going Concern
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2016, the Company had not yet achieved profitable operations, has accumulated losses of $272,472 and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.
7
Note 3
Advances
During the period ended March 31, 2016, the Company received advances in an aggregate of $27,300. The advances are unsecured, non-interest bearing and have no specific terms for repayment. As of March 31, 2016, the advances totaled $62,100.
Note 4
Related Party Transactions
The related party advances are due to the former director and President of the Company for funds advanced. The advances are unsecured, non-interest bearing and have no specific terms for repayment. As of March 31, 2016, the advances totaled $65,900.
The Company was charged management fees by the former President of the Company when funds are available. Effective April 1, 2014, the Company agreed to pay the former President of the Company $2,000 per month for management services if funds are available or to accrue such amount if funds are not available. This agreement ceased when the former President resigned on March 23, 2016. Accounts payable – related party are the fees earned but not yet paid of $31,400 and $24,200 at March 31, 2016 and September 30, 2015, respectively.
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| Six months ended March 31, 2016 | Six months ended March 31, 2015 |
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| Management fees | $ 12,000 | $ 12,000 |
Note 5
Commitments
On March 23, 2016, the Company signed a consulting agreement with the newly appointed President and Director, Andrew Stack. Mr. Stack will receive a fee in the amount of $5,000 per month commencing April 1, 2016. As further compensation to Mr. Stack for development of the Company, he will receive a total of 1,000,000 Common shares of the Company. These shares are not a new issuance but will be transferred from the former President of the Company.
Additionally, on March 23, 2016, the 500,000 shares of Series A Convertible Preferred $0.001 par value that were issued and outstanding have been transferred to Mr. Stack from the former President. These shares have been recorded as $15,000 to Stock Compensation Expense and Additional Paid In Capital.
Note 6
Subsequent Events
On April 22, 2016, the Company executed a business arrangement and agreement with Western Mine Development LLC (“Western"). Western has a large portfolio of gold production properties and projects focused in the Western United States. Western will, under the terms of the agreement, bring the Company a selection of viable candidates which meet the Company's mandate for royalty investments. Upon acceptance in writing of a viable property, the Company will compensate Western an amount of up to 10% of the gross property value.
On May 3, 2016, the Company has executed a preliminary lease agreement, through its agent Western Mine Development LLC, on a gold mine in California. The project is a placer mine and historic gold producer located in the Sierra Nevada Mountains north of Sacramento.
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Item 2.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations
This document includes statements that may constitute forward-looking statements made pursuant to the Safe Harbor provisions of thePrivate Securities Litigation Reform Act of 1995. We caution readers regarding certain forward-looking statements in this document, press releases, securities filings, and all other documents and communications. All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q ("Report") are forward looking. The words "believes," "anticipates," "estimates," "expects," and words of similar import, constitute "forward-looking statements." While we believe in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks. As a result of such risks, our actual results could differ materially from those expressed in any forward-looking statements made by, or on behalf of, our company. We will not necessarily update information if any forward-looking statement later turns out to be inaccurate. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks and uncertainties set forth in our S-1 Registration Statement, as well as in other documents we file with the Securities and Exchange Commission ("SEC").
The following information has not been audited. You should read this information in conjunction with the unaudited financial statements and related notes to the financial statements included in this report.
Our Business
We are an “exploration stage” company that has not realized any revenues to date. Our mission is to develop our company into a leading alternative financing company that specializes in royalty financing for mining operations with the intent to realize large, continuous profits from ongoing economic interest in the production or future production from mining property. We are gold focused but plan to create a diversified portfolio of royalties and streams wherever the value can be found regardless of commodity, geography, revenue type or stage of project. We are not an operator and therefore have none of the associated risks or capital requirements of mine operation.
On January 27, 2015, pursuant to a License Purchase Agreement, we acquired all of the right, title and interest in and to a license (the “HandeniLicense”) to develop and mine for gold on approximately 80.4 square kilometers located southeast of Handeni in eastern Tanzania (the “Mid-Green Hills Property”). The Handeni License was acquired from AFGF (Tanzania) Ltd. (“AFGF”) for 500,000 shares of the Company’s Series A Preferred Stock (the “Purchase Price”). AFGF is a wholly-owned subsidiary of Kokanee Placer Ltd., a corporation wholly-owned by Laurence Stephenson, our former President, director and shareholder. Our Board reviewed the transaction, and Mr. Stephenson abstaining from voting, the transaction was approved. Our Board believes that the Purchase Price for this acquisition was fair and reasonable and at or below the fair market price that an independent third party would pay. Our Board further believes that this acquisition is in the best interests of both our company and our shareholders.
On February 28, 2016, the Handeni License expired and the Company has elected not to renew it and instead focus on royalty financing for mining interests primarily within North America. As of March 31, 2016, the previously capitalized $61,000 mining license has been charged to impairment expense.
9
Plan of Operation
Our mission is to develop our company into a leading alternative financing company that specializes in royalty financing for mining operations with the intent to realize large, continuous profits from ongoing economic interest in the production or future production from mining property. We are gold focused but plan to create a diversified portfolio of royalties and streams wherever the value can be found regardless of commodity, geography, revenue type or stage of project. We are not an operator and therefore have none of the associated risks or capital requirements of mine operation.
On February 28, 2016 the Handeni License expired and the Company has elected not to renew it and instead focus on royalty financing for mining interests primarily within North America. As of March 31, 2016 the previously capitalized $61,000 mining license has been charged to impairment expense.
If we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan. In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource or non-resource sector. Any business opportunity would require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs, such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits.
Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include the following:
• our ability to raise additional funding;
• our ability to locate and acquire a suitable interest in a mineral property;
• the market price for minerals;
• the results of our proposed exploration programs; and
• our ability to find joint venture partners for the development of any property interests
We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
We have had no operating revenues during the six months ended March 31, 2016, and have incurred operating expenses in the amount of $116,403 for the same period. Our activities have been financed from the proceeds of advances.
Results of Operations for Three and Six Months Ending March 31, 2016
We did not earn any revenues during the three or six months ending March 31, 2016 and 2015. We incurred operating expenses in the amount of $95,159 and $116,403, for the three and six months ended March 31, 2016, respectively, compared to $17,169 and $33,702 for the three and six months ended March 31, 2015.
Liquidity and Capital Resources
As of March 31, 2016, we had total current assets of $5,074, consisting only of cash, and a working capital deficit of $154,326 compared to total currents assets of $10,977 and working capital deficit of $113,923 as of the year ended September 30, 2015. Our liabilities consisted of accounts payable, advances, and related party advances to us.
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We expect to continue incurring losses in the next twelve months. We have no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance our operations on acceptable terms in order to enable us to complete our plan of operations. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our mineral claim and our venture will fail.
We plan to continue to finance our activities in the short term through shareholder advances similar to the ones that have occurred to date. In the longer term it is hoped there will be further equity financings but none are planned at the moment.
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4:
Controls and Procedures
Evaluation of Disclosure Controls
Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer and Chief Financial Officer as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting.
As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under theSecurities Exchange Act of 1934. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was not effective as of March 31, 2016.
Certain internal control weaknesses became evident that, in the aggregate, represent material weaknesses, including: (i) lack of segregation of incompatible duties; (ii) insufficient Board of Directors representation; and (iii) insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements.
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There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.
PART II- OTHER INFORMATION
Item 1.
Legal Proceedings
We are not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.
Item 1A.
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
We did not issue any securities during the quarter ended March 31, 2016.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None.
Item 6.
Exhibits
(a)
Exhibit(s)
Number | Exhibit Description | |
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31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of theSecurities Exchange Act Of 1934,as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002 | |
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32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002 | |
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101 | Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements. | |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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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 16, 2016
PRESTON CORP. |
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By:/s/ W. Andrew Stack |
W. Andrew Stack |
CEO, President, Secretary/Treasurer, and Director |
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) |