UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

June 30, 2016

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period _____________to______________

Commission File Number 333-193967


	PRESTON CORP.
	(Exact name of registrant as specified in its charter)


Nevada		46-4474279
---------------------------------		------------------------------
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)


6836 Bee Caves Road
Austin, Texas		78746
----------------------------------------		------------------------------
(Address of principal executive offices)		(Postal or Zip Code)


Registrant’s telephone number, including area code:		(775) 345-3449
		----------------------------

311 West Third Street Suite 4001 Carson City, NV 89703

(Former name, former address and former fiscal year,

if changed since last report

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

Accelerated filer

Non-accelerated filer

Small reporting company

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 August 12, 2016.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

PRESTON CORP.

BALANCE SHEETS

(Unaudited)


	June 30, 2016	September 30, 2015
ASSETS

Current assets:
Cash	$ 1,070	$ 1,503
Prepaid deposits	8,333	9,474

Total currents assets	9,403	10,977

Capital assets:
Computer	1,454	1,454
Mining license	-	61,000

Total capital assets	1,454	62,454

Total assets	$ 10,857	$ 73,431

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable - related party	$ 31,400	$ 24,200
Accounts payable	3,766	-
Notes payable	20,000	-
Advances	62,100	34,800
Advances - related party	63,526	65,900
Total current liabilities	180,792	124,900

Total liabilities	180,792	124,900

Commitments


STOCKHOLDERS' DEFICIT

Preferred stock, $0.001 par value, 5,000,000 shares authorized;
Series A Convertible Preferred, $0.001 par value, 500,000
shares authorized, 500,000 shares issued and outstanding
at June 30, 2016 and September 30, 2015, respectively	500	500

Common stock, $0.001 par value, 200,000,000 shares authorized,
72,400,000 shares issued and outstanding at
June 30, 2016 and September 30, 2015, respectively	72,400	72,400

Additional paid in capital	60,200	31,700

Accumulated deficit	(303,035)	(156,069)

Total stockholders' deficit	(169,935)	(51,469)

Total liabilities and stockholders' deficit	$ 10,857	$ 73,431

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

PRESTON CORP.

STATEMENTS OF OPERATIONS

For the three and nine months ended June 30, 2016 and 2015

(Unaudited)


	Three months	Three months	Nine months	Nine months
	June 30, 2016	June 30, 2015	June 30, 2016	June 30, 2015

Operating expenses:

Exploration	$ -	$ -	$ -	$ -
Impairment	-	-	61,000	-
General and administration	30,563	12,882	85,966	46,584

Total operating expenses	30,563	12,882	146,966	46,584

Net loss	$ (30,563)	$ (12,882)	$ (146,966)	$ (46,584)

Net loss per share:

Basic and diluted	$ ( 0.00)	$ ( 0.00)	$ ( 0.00)	$ ( 0.00)

Weighted average shares
outstanding:

Basic and diluted	72,400,000	72,400,000	72,400,000	119,656,410

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

PRESTON CORP.

STATEMENTS OF CASH FLOWS

For the nine months ended June 30, 2016 and 2015

(Unaudited)


	Nine months ended	Nine months ended
	June 30, 2016	June 30, 2015

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$ (146,966)	$ (46,584)

Adjustment to reconcile net loss to cash used in operating activities:
Impairment	61,000	-
Stock compensation	15,000	-

Net change in:
Prepaid deposits	1,141	25
Accounts payable - related party	7,200	14,000
Accounts payable - vendors	3,766	-
CASH FLOWS USED IN OPERATING ACTIVITIES	(58,859)	(32,559)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from the sale of common stock	13,500	-
Payments on related party advances	(5,074)	-
Proceeds from related party advances	2,700	-
Proceeds from notes payable	20,000	-

Proceeds from advances	27,300	34,800

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	58,426	34,800

NET CHANGE IN CASH	(433)	2,241

Cash, beginning of period	1,503	5,892

Cash, end of period	$ 1,070	$ 8,133

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid on interest expenses	$ -	$ -

Cash paid for income taxes	$ -	$ -

Non-cash and investing and financing activities:

Preferred stock issued for mining license	$ -	$ 61,000

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

PRESTON CORP.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 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 June 30, 2016, the Company had not yet achieved profitable operations, has accumulated losses of $303,035 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.

Note 3

Advances

During the period ended June 30, 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 June 30, 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 June 30, 2016, the advances totaled $63,526.

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 June 30, 2016 and September 30, 2015, respectively.


	Nine months ended June 30, 2016	Nine months ended June 30, 2015

Management fees	$ 26,750	$ 18,000

Note 5

Notes Payable

During the third quarter ending June 30, 2016 the Company has signed two notes payable totaling $20,000 to fund operations. On May 20, 2016 a note payable to WB21 US Inc. was signed for $10,000 with an interest rate of 5% due to be paid in full on May 19, 2017. On June 3, 2016 a note payable to Intertech Solutions, Inc. was signed for $10,000 with an interest rate of 5% due to be paid in full on June 2, 2017.

Note 6

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. As of the date of this filing, the shares have not been transferred to Mr. Stack and will be recorded to Additional Paid In Capital when issued.

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.

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, California.

Note 7 Equity

For the third quarter ending June 30, 2016 the Company accepted three private placements totaling $13,500 for a total of 61,577 restricted common shares to be issued at an average price of $0.22 per shares. As of June 30, 2016 these shares have not yet been issued and the total amount of $13,500 has been credited to additional paid in capital.

Note 8 Subsequent Events

In July 2016, the Company accepted 12 private placements totaling $45,621 for a total of 223,878 restricted common shares to be issued at an average price of $0.22 per share. As of the date of this filing, the shares have not been issued.

In July 2016, the Company issued 250,000 restricted common shares to a consultant as payment for services valued at $2,500 or $0.01 per share. As of the date of this filing, the shares have not been issued.

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 the Private 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 “Handeni License”) 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 June 30, 2016, the previously capitalized $61,000 mining license has been charged to impairment expense.

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 June 30, 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 nine months ended June 30, 2016, and have incurred operating expenses in the amount of $146,966 for the same period. Our activities have been financed from the proceeds of advances.

Results of Operations for Three and Nine Months Ending June 30, 2016

We did not earn any revenues during the three or nine months ending June 30, 2016 and 2015. We incurred operating expenses in the amount of $30,563 and $146,966 for the three and nine months ended June 30, 2016, respectively, compared to $12,882 and $46,584 for the three and nine months ended June 30, 2015.

Liquidity and Capital Resources

As of June 30, 2016, we had current assets totaling $9,403 consisting of $1,070 in cash and $8,333 in a prepaid annual subscription to OTC Markets expiring on April 30, 2017. There is a working capital deficit of $171,389 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.

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 the Securities 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 June 30, 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.

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

For the third quarter ending June 30, 2016 the Company accepted three private placements totaling $13,500 for a total of 61,577 restricted common shares to be issued at an average price of $0.22 per share. As of June 30, 2016 these shares have not yet been issued and the total amount of $13,500 has been credited to additional paid in capital. The Company did not issue any securities during the quarter ended June 30, 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

31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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 the Sarbanes-Oxley Act of 2002

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

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: August 12, 2016

PRESTON CORP.

By: /s/ W. Andrew Stack

W. Andrew Stack

CEO, President, Secretary/Treasurer, and Director

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

PRESTON CORP. 10-Q