**EXHIBIT 14**

**Code of Ethics and Business Conduct for Officers, Directors and Employees of**

**Prestige Capital Corp**

**1.**

**Treat in an Ethical Manner Those to Whom Prestige Capital Corp Has an Obligation**

Weare committed to honesty, just management, fairness, providing a safeand healthy environment free from the fear of retribution, andrespecting the dignity due everyone. 

Forthe communities in which we live and work we are committed to observesound environmental business practices and to act as concerned andresponsible neighbors, reflecting all aspects of good citizenship. 

Forour shareholders we are committed to pursuing sound growth and earningsobjectives and to exercising prudence in the use of our assets andresources. 

**2.**

**Promote a Positive Work Environment**

Allemployees want and deserve a workplace where they feel respected,satisfied, and appreciated. We respect cultural diversity and recognizethat the various communities in which we may do business may havedifferent legal provisions pertaining to the workplace. As such, wewill adhere to the limitations specified by law in all of ourlocalities, and further, we will not tolerate harassment ordiscrimination of any kind -- especially involving race, color,religion, gender, age, national origin, disability, and veteran ormarital status. 

Providingan environment that supports honesty, integrity, respect, trust,responsibility, and citizenship permits us the opportunity to achieveexcellence in our workplace. While everyone who works for the Companymust contribute to the creation and maintenance of such an environment,our executives and management personnel assume special responsibilityfor fostering a work environment that is free from the fear ofretribution and will bring out the best in all of us. Supervisors mustbe careful in words and conduct to avoid placing, or seeming to place,pressure on subordinates that could cause them to deviate fromacceptable ethical behavior. 

**3.**

**Protect Yourself, Your Fellow Employees, and the World We Live In**

Weare committed to providing a drug-free, safe, and healthy workenvironment, and to observe environmentally sound business practices.We will strive, at a minimum, to do no harm and where possible, to makethe communities in which we work a better place to live. Each of us isresponsible for compliance with environmental, health, and safety lawsand regulations. Observe posted warnings and regulations. Reportimmediately to the appropriate management any accident or injurysustained on the job, or any environmental or safety concern you mayhave. 

**4.**

**Keep Accurate and Complete Records**

Wemust maintain accurate and complete Company records.  Transactionsbetween the Company and outside individuals and organizations must bepromptly and accurately entered in our books in accordance withgenerally accepted accounting practices and principles.  No oneshould rationalize or even consider misrepresenting facts or falsifyingrecords. It will not be tolerated and will result in disciplinaryaction.

**5.**

**Obey the Law**

Wewill conduct our business in accordance with all applicable laws andregulations.  Compliance with the law does not comprise our entireethical responsibility. Rather, it is a minimum, absolutely essentialcondition for performance of our duties.  In conducting business,we shall:

 

**a.**

**Strictly Adhere to All Antitrust Laws**

Officer,directors and employees must strictly adhere to all antitrust laws. Such laws exist in the United States, the European Union, and inmany other countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as pricefixing and boycotting suppliers or customers.  They also barpricing intended to run a competitor out of business; disparaging,misrepresenting, or harassing a competitor; stealing trade secrets;bribery; and kickbacks. 

**b.**

**Strictly Comply with All Securities Laws**

Inour role as a publicly owned company, we must always be alert to andcomply with the security laws and regulations of the United States andother countries. 

**i.**

**Do Not Engage in Speculative or Insider Trading**

Federallaw and Company policy prohibits officers, directors and employees,directly or indirectly through their families or others, frompurchasing or selling company stock while in the possession ofmaterial, non-public information concerning the Company.  Thissame prohibition applies to trading in the stock of other publicly heldcompanies on the basis of material, non-public information. To avoideven the appearance of impropriety, Company policy also prohibitsofficers, directors and employees from trading options on the openmarket in Company stock under any circumstances.

Material,non-public information is any information that could reasonably beexpected to affect the price of a stock.  If an officer, directoror employee is considering buying or selling a stock because of insideinformation they possess, they should assume that such information ismaterial. It is also important for the officer, director or employee tokeep in mind that if any trade they make becomes the subject of aninvestigation by the government, the trade will be viewedafter-the-fact with the benefit of hindsight. Consequently, officers,directors and employees should always carefully consider how theirtrades would look from this perspective.

Twosimple rules can help protect you in this area: (1) Don’t usenon-public information for personal gain. (2) Don't pass along suchinformation to someone else who has no need to know. 

Thisguidance also applies to the securities of other companies for whichyou receive information in the course of your employment at Prestige Capital Corp 

**ii.**

**Be Timely and Accurate in All Public Reports**

Asa public company, Prestige Capital Corp must be fair andaccurate in all reports filed with the United States Securities andExchange Commission.  Officers, directors and management ofPrestige Capital Corp are responsible for ensuring that allreports are filed in a timely manner and that they fairly present thefinancial condition and operating results of the Company.  

Securitieslaws are vigorously enforced.  Violations may result in severepenalties including forced sales of parts of the business andsignificant fines against the Company. There may also be sanctionsagainst individual employees including substantial fines and prisonsentences. 

TheChief Executive Officer and Chief Financial Officer will certify to theaccuracy of reports filed with the SEC in accordance with theSarbanes-Oxley Act of 2002.  Officers and Directors who knowinglyor willingly make false certifications may be subject to criminalpenalties or sanctions including fines and imprisonment. 

**6.**

**Avoid Conflicts of Interest**

Ourofficers, directors and employees have an obligation to give theircomplete loyalty to the best interests of the Company.  Theyshould avoid any action that may involve, or may appear to involve, aconflict of interest with the company.  Officers, directors andemployees should not have any financial or other business relationshipswith suppliers, customers or competitors that might impair, or evenappear to impair, the independence of any judgment they may need tomake on behalf of the Company.  

**Here are some ways a conflict of interest could arise:**

-

Employmentby a competitor, or potential competitor, regardless of the nature ofthe employment, while employed by Prestige Capital Corp

-

Acceptance of gifts, payment, or services from those seeking to do business with Prestige Capital Corp 

-

Placement of business with a firm owned or controlled by an officer, director or employee or his/her family. 

-

Ownership of, or substantial interest in, a company that is a competitor, client or supplier.

-

Acting as a consultant to a Prestige Capital Corp customer, client or supplier.

-

Seeking the services oradvice of an accountant or attorney who has provided services to Prestige Capital Corp

Officers,directors and employees are under a continuing obligation to discloseany situation that presents the possibility of a conflict or disparityof interest between the officer, director or employee and the Company. Disclosure of any potential conflict is the key to remaining infull compliance with this policy.

**7.**

**Compete Ethically and Fairly for Business Opportunities**

Wemust comply with the laws and regulations that pertain to theacquisition of goods and services.  We will compete fairly andethically for all business opportunities.  In circumstances wherethere is reason to believe that the release or receipt of non-publicinformation is unauthorized, do not attempt to obtain and do not acceptsuch information from any source. 

Ifyou are involved in Company transactions, you must be certain that allstatements, communications, and representations are accurate andtruthful. 

**8.**

**Avoid Illegal and Questionable Gifts or Favors**

Thesale and marketing of our products and services should always be freefrom even the perception that favorable treatment was sought, received,or given in exchange for the furnishing or receipt of businesscourtesies.  Officers, directors and employees of Prestige Capital Corp will neither give nor accept business courtesiesthat constitute, or could be reasonably perceived as constituting,unfair business inducements or that would violate law, regulation orpolicies of the Company, or could cause embarrassment to or reflectnegatively on the Company’s reputation. 

**9.**

**Maintain the Integrity of Consultants, Agents, and Representatives**

Businessintegrity is a key standard for the selection and retention of thosewho represent Prestige Capital Corp.  Agents,representatives, or consultants must certify their willingness tocomply with the Company’s policies and procedures and must never beretained to circumvent our values and principles.  Paying bribesor kickbacks, engaging in industrial espionage, obtaining theproprietary data of a third party without authority, or gaining insideinformation or influence are just a few examples of what could give usan unfair competitive advantage and could result in violations of law. 

**10.**

**Protect Proprietary Information**

ProprietaryCompany information may not be disclosed to anyone without properauthorization.  Keep proprietary documents protected and secure.In the course of normal business activities, suppliers, customers, andcompetitors may sometimes divulge to you information that isproprietary to their business.  Respect these confidences. 

**11.**

**Obtain and Use Company Assets Wisely**

Personaluse of Company property must always be in accordance with corporatepolicy.  Proper use of Company property, information resources,material, facilities, and equipment is your responsibility.  Useand maintain these assets with the utmost care and respect, guardingagainst waste and abuse, and never borrow or remove Company propertywithout management's permission. 

**12.**

**Follow the Law and Use Common Sense in Political Contributions and Activities**

Prestige Capital Corp encourages its employees to become involved incivic affairs and to participate in the political process. Employees must understand, however, that their involvement andparticipation must be on an individual basis, on their own time, and attheir own expense.  In the United States, federal law prohibitscorporations from donating corporate funds, goods, or services,directly or indirectly, to candidates for federal offices -- thisincludes employees' work time. Local and state laws also governpolitical contributions and activities as they apply to theirrespective jurisdictions, and similar laws exist in other countries. 

**13.**

**Board Committees.**

TheCompany shall establish an Audit Committee empowered to enforce thisCode of Ethics.  The Audit Committee will report to the Board ofDirectors at least once each year regarding the general effectivenessof the Company’s Code of Ethics, the Company’s controls and reportingprocedures and the Company’s business conduct. 

**14.**

**Disciplinary Measures.**

The Company shall consistently enforce its Code of Ethics and BusinessConduct through appropriate means of discipline. Violations of the Codeshall be promptly reported to the Audit Committee.  Pursuant toprocedures adopted by it, the Audit Committee shall determine whetherviolations of the Code have occurred and, if so, shall determine thedisciplinary measures to be taken against any employee or agent of theCompany who has so violated the Code.The disciplinary measures, which may be invoked at the discretion ofthe Audit Committee, include, but are not limited to, counseling, oralor written reprimands, warnings, probation or suspension without pay,demotions, reductions in salary, termination of employment andrestitution.Persons subject to disciplinary measures shall include, in addition tothe violator, others involved in the wrongdoing such as (i) persons whofail to use reasonable care to detect a violation, (ii) persons who ifrequested to divulge information withhold material informationregarding a violation, and (iii) supervisors who approve or condone theviolations or attempt to retaliate against employees or agents forreporting violations or violators.