UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM****10-K**

[x]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2008

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the transition period from to 

**Commission File No. 000-52855**

# PRESTIGE CAPITAL CORPORATION

(Name of small business issuer in its charter)

 

| **Nevada**                        | **93-0945181**                       |
|-----------------------------------|--------------------------------------|
| (State or other jurisdiction      | (I.R.S. Employer Identification No.) |
| of incorporation or organization) |                                 |

**1348 East 3300 South, Suite 202, Salt Lake City, UT 84106**

(Address of principal executive offices)

 

Issuer's telephone number:**(801) 466-0041**

 

Securities Registered pursuant to Section 12(b) of theAct: **None.**

Securities Registered pursuant to Section 12(g) of theExchange Act: **Common Stock, $.001 par Value**

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

[_] Yes [x] No

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

[_] Yes [x] No

----

**Note**- checking the box above will not relieve anyregistrant required to file reports pursuant to Section 13 or 15(d) of theExchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

[x] Yes [_] No 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulations S-K (ss.229.405 of this chapter) is not contained herein**,**and will not becontained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[_]

 Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of "large accelerated filer," "accelerated filer" and "smallerreporting company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer [_] Acceleratedfiler [_] 

 Non-accelerated filer [_] (Do not check if a smaller reporting company) Smaller reporting company [x] 

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

[x] Yes [_]No

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant's most recently completed second fiscal quarter.****Ourcommon stock is listed on the Over the Counter Bulletin Board ("OTCBB"), underthe symbol "PGEC." There was not an active market and no trading volume duringfiscal 2007 and there has been no trading volume in 2008, therefore theaggregate market value of the issuer's common stock held by non-affiliates at March27, 2009 is deemed to be $-0-.

**Note**. - If adetermination as to whether a particular person or entity is an affiliatecannot be made without involving unreasonable effort and expense, the aggregatemarket value of the common stock held by non-affiliates may be calculated onthe basis of assumptions reasonable under the circumstances, provided that theassumptions are set forth in this Form.

 

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDING DURING THE PRECEDING FIVE YEARS:

 Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

[_] Yes [_] No

----

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each ofthe registrant's classes of common stock, as of the latest practicable date:

| Class                         | Outstanding as of March 27, 2009 |
|-------------------------------|----------------------------------|
| Common Stock, $.001 par value | 2,302,200                        |

DOCUMENTS INCORPORATED BY REFERENCE

See Item 15. 

----

**FORWARD LOOKING STATEMENTS**

In this Annual Report, references to "Prestige CapitalCorporation," the "Company," "we," "us," "our" and words of similar import)refer to Prestige Capital Corporation, the Registrant.

This Annual Report contains certain forward-lookingstatements and for this purpose any statements contained in this Annual Reportthat are not statements of historical fact may be deemed to be forward-lookingstatements. Without limiting the foregoing, words such as "may," "will,""expect," "believe," "anticipate," "estimate" or "continue" or comparableterminology are intended to identify forward-looking statements. Thesestatements by their nature involve substantial risks and uncertainties, andactual results may differ materially depending on a variety of factors, many ofwhich are not within our control. These factors include but are not limited toeconomic conditions generally and in the markets in which Prestige CapitalCorporation may participate, competition within The Company's chosen industry,technological advances and failure by us to successfully develop businessrelationships.

**PART I**

**ITEM 1. BUSINESS**

**Business Development**

Prestige Capital Corporation ("the Company") wasorganized under the laws of the State of Utah on February 7, 1986 underthename of Hood Ventures, Inc. On December 31, 1998, the name was changedtoPrestige Capital Corporation. On December 31, 1998, Hood Ventures, Inc.of Utah merged with Prestige Capital Corporation, a Nevada Corporation,leaving the NevadaCorporation as the surviving company. We have ceased operations andhavefocused our efforts on seeking a business opportunity. We are nowconsidered a" blank check " company.

The Company will attempt to locate and negotiate with abusiness entity for the merger of that target company into the Company. Incertain instances, a target company may wish to become a subsidiary of theCompany or may wish to contribute assets to the Company rather than merge. Noassurances can be given that the Company will be successful in locating ornegotiating with any target company. The Company will provide a method for aforeign or domestic private company to become a reporting ("public")company whose securities are qualified for trading in the United States secondary market.

The selection of a business opportunity in which toparticipate is complex and extremely risky and will be made by management inthe exercise of its business judgment. There is no assurance that we will beable to identify and acquire any business opportunity which will ultimatelyprove to be beneficial to our company and shareholders.

Because we have no specific business plan or expertise, ouractivities are subject to several significant risks. In particular, anybusiness acquisition or participation we pursue will likely be based on thedecision of management without the consent, vote, or approval of ourshareholders.

**Description of Business**

We are currently seeking and investigating potential assets,property or businesses to acquire. We have had no material business operationssince December 28, 2004. Our plan of operation for the next 12 months is to:(i)consider guidelines of industries in which we may have an interest; (ii) adopta business plan regarding engaging in the business of any selected industry;and (iii) to commence such operations through funding and/or the acquisition ofa "going concern" engaged in any industry selected. We are unable to predictthe time as to when and if we may actually participate in any specific businessendeavor, and will be unable to do so until we determine the particularindustries in which we may engage.

We are not currently engaged in any substantive businessactivity except the search for potential assets, property or businesses toacquire, and we have no current plans to engage in any other activity in theforeseeable future unless and until we complete any such acquisition. In ourpresent form, we may be deemed to be a vehicle to acquire or merge with abusiness or company. We do not intend to restrict our search for businessopportunities to any particular business or industry, and the areas in which wewill seek out business opportunities or acquisitions, reorganizations ormergers may include, but will not be limited to, the fields of high technology,manufacturing, natural resources, service, research and development,communications, transportation, insurance, brokerage, finance and all medicallyrelated fields, among others. We recognize that the number of suitablepotential business ventures that may be available to us may be extremelylimited, and may be restricted as to acquisitions, reorganizations and mergerswith businesses or entities that desire to avoid what such entities may deem tobe the adverse factors related to an initial public offering ("IPO") as amethod of going public. The most prevalent of these factors include substantialtime requirements, legal and accounting costs, the inability to obtain anunderwriter who is willing to publicly offer and sell shares, the lack of orthe inability to obtain the required financial statements for such anundertaking, state limitations on the amount of dilution to public investors incomparison to the stockholders of any such entities, along with otherconditions or requirements imposed by various federal and state securitieslaws, rules and regulations and federal and state agencies that implement suchlaws, rules and regulations.

Amendments to Form 8-K by the Securities and ExchangeCommission (the "SEC") regarding shell companies and transactions with shellcompanies that require the filing of all information about an acquired companythat would have been required to have been filed had any such company filed aForm 10 or 10-SB Registration Statement with the SEC, along with requiredaudited, interim and proforma financial statements, within four business daysof the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and therecent amendments to Rule 144 adopted by the SEC that were effective onFebruary 15, 2008, limit the resale of most securities of shell companies untilone year after the filing of such information, may eliminate many of theperceived advantages of these types of going public transactions. These typesof transactions are customarily referred to as "reverse" reorganizations ormergers in which the acquired company's shareholders become controllingshareholders in the acquiring company and the acquiring company becomes thesuccessor to the business operations of the acquired company. Regulationsgoverning shell companies also deny the use of Form S-8 for the registration ofsecurities and limit the use of this Form to a reorganized shell company untilthe expiration of 60 days from when any such entity is no longer considered tobe a shell company. This prohibition could further restrict opportunities forus to acquire companies that may already have stock option plans in place thatcover numerous employees. In such instances, there may be no exemption fromregistration for the issuance of securities in any business combination tothese employees, thereby necessitating the filing of a registration statementwith the SEC to complete any such reorganization, and incurring the time andexpense that are normally avoided by reverse reorganizations or mergers.

Recent amendments to Rule 144, adopted by the SEC andeffective on February 15, 2008, codify the SEC's prior position limiting thetradeability of certain securities of shell companies, including those issuedby us in any acquisition, reorganization or merger, and further limit thetradeability of additional securities of shell companies; these proposals willfurther restrict the availability of opportunities for us to acquire anybusiness or enterprise that desire to utilize us as a means of going public.

Any of these types of transactions, regardless of theparticular prospect, would require us to issue a substantial number of sharesof our common stock that could amount to as much as 95% of our outstandingvoting securities following the completion of any such transaction;accordingly, investments in any such private enterprise, if available, would bemuch more favorable than any investment in us.

Management intends to consider a number of factors prior tomaking any decision as to whether to participate in any specific businessendeavor, none of which may be determinative or provide any assurance ofsuccess. These may include, but will not be limited to, as applicable, ananalysis of the quality of the particular business or entity's management andpersonnel; the anticipated acceptability of any new products or marketingconcepts that any such business or company may have; the merits of any suchbusiness' or company's technological changes; the present financial condition,projected growth potential and available technical, financial and managerialresources of any such business or company; working capital, history ofoperations and future prospects; the nature of present and expectedcompetition; the quality and experience of any such business' or company'smanagement services and the depth of management; the business' or the company'spotential for further research, development or exploration; risk factorsspecifically related to the business' or company's operations; the potentialfor growth, expansion and profit of the business or company; the perceivedpublic recognition or acceptance of the company's or the business' products,services, trademarks and name identification; and numerous other factors whichare difficult, if not impossible, to properly or accurately quantify oranalyze, let alone describe or identify, without referring to specificobjective criteria of an identified business or company.

Regardless, the results of operations of any specificentity may not necessarily be indicative of what may occur in the future, byreason of changing market strategies, plant or product expansion, changes inproduct emphasis, future management personnel and changes in innumerable otherfactors. Further, in the case of a new business venture or one that is in aresearch and development mode, the risks will be substantial, and there will beno objective criteria to examine the effectiveness or the abilities of itsmanagement or its business objectives. Also, a firm market for its products orservices may yet need to be established, and with no past track record, theprofitability of any such entity will be unproven and cannot be predicted withany certainty.

Management will attempt to meet personally with managementand key personnel of the entity providing any potential business opportunityafforded to us, visit and inspect material facilities, obtain independentanalysis or verification of information provided and gathered, check referencesof management and key personnel and conduct other reasonably prudent measurescalculated to ensure a reasonably thorough review of any particular businessopportunity; however, due to time constraints of management, these activitiesmay be limited.

We are unable to predict the time as to when and if we mayactually participate in any specific business endeavor. We anticipate thatproposed business ventures will be made available to us through personalcontacts of directors, executive officers and principal stockholders,professional advisors, broker dealers in securities, venture capital personneland others who may present unsolicited proposals. In certain cases, we mayagree to pay a finder's fee or to otherwise compensate the persons who submit apotential business endeavor in which we eventually participate. Such personsmay include our directors, executive officers and beneficial owners oursecurities or their affiliates. In this event, such fees may become a factor innegotiations regarding any potential venture and, accordingly, may present aconflict of interest for such individuals. Management does not presently intendto acquire or merge with any business enterprise in which any member has aprior ownership interest.

Our directors and executive officers have not used any particularconsultants, advisors or finders on a regular basis.

Although we currently have no plans to do so, depending onthe nature and extent of services rendered, we may compensate members ofmanagement in the future for services that they may perform for us. Because wecurrently have extremely limited resources, and we are unlikely to have anysignificant resources until we have determined a business or enterprise toengage in or have completed a reorganization, merger or acquisition, managementexpects that any such compensation would take the form of an issuance of sharesof our common stock to these persons; this would have the effect of furtherdiluting the holdings of our other stockholders. There are presently nopreliminary agreements or understandings between us and members of ourmanagement respecting such compensation. Any shares issued to members of ourmanagement would be required to be resold under an effective registrationstatement filed with the SEC or 12 months after we file the Form 10 informationabout the acquired company with the SEC as now required by Form 8-K. Theseprovisions could further inhibit our ability to complete the acquisition of anybusiness or complete any merger or reorganization with another entity, wherefinder's or others who may be subject to these resale limitations refuse toprovide us with any introductions or to close any such transactions unless theyare paid requested fees in cash or unless we agree to file a registrationstatement with the SEC that includes any shares that are issued to them at nocost to them. These expenses could limit potential acquisition candidates,especially those in need of cash resources, and could affect the number ofshares that our shareholders retain following any such transaction, by reasonof the increased expense.

Substantial fees are also often paid in connection with thecompletion of all types of acquisitions, reorganizations or mergers, rangingfrom a small amount to as much as $600,000 or more. These fees are usuallydivided among promoters or founders or finders, after deduction of legal,accounting and other related expenses, and it is not unusual for a portion ofthese fees to be paid to members of management or to principal stockholders asconsideration for their agreement to retire a portion of their shares of ourcommon stock that are owned by them or to provide an indemnification for all ofour prior liabilities. Management may actively negotiate or otherwise consentto the purchase of all or any portion of their shares of common stock as acondition to, or in connection with, a proposed reorganization, merger oracquisition. It is not anticipated that any such opportunity will be affordedto other stockholders or that such other stockholders will be afforded theopportunity to approve or consent to any particular stock buy-out transaction.In the event that any such fees are paid, they may become a factor innegotiations regarding any potential acquisition or merger by us and,accordingly, may also present a conflict of interest for such individuals. Wehave no present arrangements or understandings respecting any of these types offees or opportunities. Any of these types of fees that are paid in shares ofour common stock will also be subject to the resale limitations embodied in therecent amendments to Rule 144.

None of our directors, executive officers, founders or theiraffiliates or associates has had any negotiations with any representatives ofthe owners of any business or company regarding the possibility of an acquisition,reorganization, merger or other business opportunity with us.

**Principal Products or Services and Their Markets**

None; not applicable.

**Distribution Methods of the Products or Services**

None; not applicable.

**Status of any Publicly Announced New Product or Service**

None; not applicable.

**Competitive Business Conditions and Smaller ReportingCompany's Competitive Position in the Industry and Methods of Competition**

Management believes that there are literally thousands ofshell companies engaged in endeavors similar to those engaged in by us; many ofthese companies have substantial current assets and cash reserves. Competitorsalso include thousands of other publicly-held companies whose businessoperations have proven unsuccessful, and whose only viable business opportunityis that of providing a publicly-held vehicle through which a private entity mayhave access to the public capital markets via a reverse reorganization ormerger. There is no reasonable way to predict our competitive position or thatof any other entity in these endeavors; however, we, having limited assets andno cash reserves, will no doubt be at a competitive disadvantage in competingwith entities that have significant cash resources and have recent operatinghistories when compared with the complete lack of any substantive operations byus since inception.

**Sources and Availability of Raw Materials and Names ofPrincipal Suppliers**

None; not applicable.

**Dependence on One or a Few Major Customers**

None; not applicable.

**Patents, Trademarks, Licenses, Franchises, Concessions,Royalty Agreements or Labor Contracts, including Duration**

None; not applicable.

**Need for any Governmental Approval of Principal Productsor Services**

Because we currently have no business operations and produceno products nor provide any services, we are not presently subject to anygovernmental regulation in this regard. However, in the event that we completea reorganization, merger or acquisition transaction with an entity that isengaged in business operations or provides products or services, we will becomesubject to all governmental approval requirements to which the reorganized,merged or acquired entity is subject or may become subject.

**Effect of Existing or Probable Governmental Regulationson the Business**

**Smaller Reporting Company**

We are subject to the reporting requirements of Section 13of the Exchange Act, and we are subject to the disclosure requirements ofRegulation S-K of the SEC, as a "smaller reporting company." That designationwill relieve us of some of the informational requirements of Regulation S-K.

**Sarbanes/Oxley Act**

We are also subject to the Sarbanes-Oxley Act of 2002. TheSarbanes/Oxley Act created a strong and independent accounting oversight boardto oversee the conduct of auditors of public companies and strengthens auditorindependence. It also requires steps to enhance the direct responsibility ofsenior members of management for financial reporting and for the quality offinancial disclosures made by public companies; establishes clear statutoryrules to limit, and to expose to public view, possible conflicts of interestaffecting securities analysts; creates guidelines for audit committee members'appointment, compensation and oversight of the work of public companies'auditors; management assessment of our internal controls; auditor attestationto management's conclusions about internal controls (anticipated to commencewith the December 31, 2009, year end); prohibits certain insider trading duringpension fund blackout periods; requires companies and auditors to evaluateinternal controls and procedures; and establishes a federal crime of securitiesfraud, among other provisions. Compliance with the requirements of theSarbanes/Oxley Act will substantially increase our legal and accounting costs.

**Exchange Act ReportingRequirements**

Section 14(a) of the Exchange Act requires all companieswith securities registered pursuant to Section 12(g) of the Exchange Act tocomply with the rules and regulations of the SEC regarding proxy solicitations,as outlined in Regulation 14A. Matters submitted to shareholders of the Companyat a special or annual meeting thereof or pursuant to a written consent willrequire the Company to provide the Company's shareholders with the informationoutlined in Schedules 14A or 14C of Regulation 14; preliminary copies of thisinformation must be submitted to the SEC at least 10 days prior to the datethat definitive copies of this information are forwarded to the Company'sshareholders.

We are required to file annual reports on Form 10-K andquarterly reports on Form 10-Q with the Securities Exchange Commission on aregular basis, and are required to timely disclose certain material events(e.g., changes in corporate control; acquisitions or dispositions of asignificant amount of assets other than in the ordinary course of business; andbankruptcy) in a Current Report on Form 8-K.

**Research and Development Costs During the Last Two FiscalYears**

None; not applicable.

**Cost and Effects of Compliance with Environmental Laws**

We do not believe that our current or intended businessoperations are subject to any material environmental laws, rules or regulationsthat would have an adverse material effect on our business operations orfinancial condition or result in a material compliance cost; however, we willbecome subject to all such governmental requirements to which the reorganized,merged or acquired entity is subject or may become subject.

**Number of Total Employees and Number of Full Time Employees**

None.

**Additional Information**

You may read and copy any materials that we file with theSEC at the SEC's Public Reference Room at 100 F Street, N.E.,Washington, D.C. 20549. You may also find all of the reports orregistration statements that we havepreviously filed electronically with the SEC at its Internet site atwww.sec.gov. Please call the SEC at 1-202-551-8090 for furtherinformation onthis or other Public Reference Rooms. Our SEC reports and registrationstatements are also available from commercial document retrievalservices, suchas CCH Washington Service Bureau, whose telephone number is1-800-955-0219.

**PART II**

**ITEM 1A. RISK FACTORS**

Not required for smaller reporting companies.

**ITEM 2: PROPERTIES**

We have no assets, property or business; our principalexecutive office address and telephone number are the business office addressand telephone number of our President, Daniel Drummond, and are currentlyprovided at no cost. Because we have had no business, our activities have beenlimited to keeping us in good standing in the State of Nevada and timelyvoluntarily filing our reports with the SEC. These activities have consumed aninsignificant amount of management's time; accordingly, the costs to Mr. Drummondof providing the use of his office and telephone have been minimal.

**ITEM 3: LEGAL PROCEEDINGS**

We are not a party to any pending legal proceeding. To theknowledge of our management, no federal, state or local governmental agency ispresently contemplating any proceeding against us. No director, executiveofficer or affiliate of ours or owner of record or beneficially of more thanfive percent of our common stock is a party adverse to us or has a materialinterest adverse to us in any proceeding.

**ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

No matter was submitted to a vote of our stockholders duringthe fourth quarter of our fiscal year ended December 31, 2008.

**ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**

**Market Information**

Our common stock is listed on the OTC Bulletin Board of theNational Association of Securities Dealers ("NASD" [now "FINRA"] ) under thesymbol "PGEC" There is currently no established trading market for our sharesof common stock. Management does not expect any viable market to develop in ourcommon stock unless and until we complete an acquisition or merger. In anyevent, no assurance can be given that any market for our common stock willdevelop or be maintained.

For any market that develops for our common stock, the saleof "restricted securities" (common stock) pursuant to Rule 144 of the SEC bymembers of management or any other person to whom any such securities may beissued in the future may have a substantial adverse impact on any such publicmarket. For information regarding the requirements of resales under Rule 144,see the heading "Rule 144" below.

The following table sets forth, for the periods indicatedover the last two years, the high and low closing bid quotations, as reportedby the OTC Bulletin Board, and represents prices between dealers, does notinclude retail markups, markdowns or commissions, and may not represent actualtransactions:
|                                                    | Closing Bid |
|---------------------------------------------------------|-------------|
| **2007**                                                | High        | Low |
| November 13 (first available) through December 31, 2007 | NONE        | NONE |
|                                                    |        |   |
| **2008**                                                |        |   |
| January 1, 2008-March 31, 2008                          | NONE        | NONE |
| April 1, 2008 -June 30, 2008                            | 0.25        | 0.25 |
| July 1, 2008 -September 30, 2008                        | 0.25        | 0.25 |
| October 1, 2008 -December 31, 2008                      | 0.25        | 0.25 |
|                                                    |        |   |

These prices were obtained from the National QuotationBureau, Inc. (the "NQB") and do not necessarily reflect actual transactions,retail markups, mark downs or commissions.

**Holders**

We currently have approximately 76 shareholders, notincluding an indeterminate number who may hold shares in "street name."

**Dividends**

We have not declared any cash dividends with respect to ourcommon stock and do not intend to declare dividends in the foreseeable future.Our future dividend policy cannot be ascertained with any certainty, and if anduntil we complete any acquisition, reorganization or merger, no such policywill be formulated. There are no material restrictions limiting, or that arelikely to limit, our ability to pay dividends on our securities.

** **

**Securities Authorized for Issuance under EquityCompensation Plans**

None; not applicable.

**Recent Sales of Unregistered Securities; Use of Proceedsfrom Registered Securities**

There were no sales of registered or unregistered securitiesfor the year ended December 31, 2008.

**Rule 144**

The following is a summary of the current requirements ofRule 144:
|                                                 | Affiliate or Person Selling  on Behalf of an Affiliate                                                                                                                                                                                                                                                                              | Non-Affiliate (and has not  been an Affiliate During the Prior Three Months)                                                                                                                                                                                                                                                                                                         |
|-------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Restricted Securities of  Reporting Issuers     | During six-month holding  period - no resales under Rule 144 Permitted.   

 After Six-month holding  period - may resell in accordance with all Rule 144 requirements including: 

  - Current public  information, 

 - Volume limitations, 

 - Manner of sale  requirements for equity securities, and 

 - Filing of Form 144. | During six- month holding  period - no resales under Rule 144 permitted. 

 After six-month holding  period but before one year - unlimited public resales under Rule 144 except  that the current public information requirement still applies. 

 After one-year holding  period - unlimited public resales under Rule 144; need not comply with any  other Rule 144 requirements. |
| Restricted Securities of  Non-Reporting Issuers | During one-year holding  period - no resales under Rule 144 permitted. 

  After one-year holding  period - may resell in accordance with all Rule 144 requirements including: 

 - Current public  information, 

 - Volume limitations, 

 - Manner of sale  requirements for equity securities, and 

 -Filing of Form 144.      | During one-year holding  period - no resales under Rule 144 permitted. 

 After one-year holding  period - unlimited public resales under Rule 144; need not comply with any  other Rule 144 requirements. 

                                                                                                                                                                   |

**Shell Companies**

The following is an excerpt from Rule 144(i) regarding resalesof securities of shell companies:

"(i) Unavailability to securities of issuers with no ornominal operations and no or nominal non-cash assets.

(1) This section is not available for the resale ofsecurities initially issued by an issuer defined below:

(i) An issuer, other than abusiness combination related shell company, as defined in ss. 230.405, or anasset-backed issuer, as defined in Item 1101(b) of Regulation AB (ss. 229.1101(b)of this chapter), that has:

(A) No or nominal operations; and

(B) Either :

(1) No or nominal assets;

(2) Assets consisting solely of cash and cash equivalents;or

(3) Assets consisting of any amount of cash and cashequivalents and nominal other assets; or

(ii)

An issuer that has been at any time previously an issuerdescribed in paragraph (i)(1)(i).

(2) Notwithstanding paragraph (i)(1), if theissuer of the securities previously had been an issuer described in paragraph(i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subjectto the reporting requirements of section 13 or 15(d) of the Exchange Act; hasfiled all reports and other materials required to be filed by section 13 or15(d) of the Exchange Act, as applicable, during the preceding 12 months (orfor such shorter period that the issue was required to file such reports andmaterials), other than Form 8-K reports (ss.249.308 of this chapter); and hasfiled current "Form 10 information" with the Commission reflecting its statusas an entity that is no longer an issuer described in paragraph (i)(1)(i), thenthose securities may be sold subject to the requirements of this section afterone year has elapsed from the date that the issuer filed "Form 10 information"with the Commission.

(3) The term "Form 10 information" means theinformation that is required by Form 10 or Form 20-F (ss.249.220f of thischapter), as applicable to the issuer of the securities, to register under theExchange Act each class of securities being sold under this rule. The issuermay provide the Form 10 information in any filing of the issuer with theCommission. The Form 10 information is deemed filed when the initial filing ismade with the Commission."

Securities of a shell company cannot be publicly sold underRule 144 in the absence of compliance with this subparagraph, though the SEChas implied that these restrictions would not be enforced respecting securitiesissued by a shell company while it was not determined to be a shell company.

**Section 4(1) of the Securities Act**

Since we are a shell company as defined in subparagraph (i)of Rule 144, our shares of common stock cannot be publicly resold under Rule144 until we comply with the requirements outlined above under the heading"Shell Companies." Until those requirements have been satisfied, any resalesof our shares of common stock must be made in compliance with the provisions ofthe exemption from registration under the Securities Act provided in Section4(1) thereof, applicable to persons other than "an issuer, underwriter or adealer." That will require that such shares of common stock be sold in"routine trading transactions," which would include compliance withsubstantially all of the requirements of Rule 144, regardless of itsavailability; and such resales may be limited to our non-affiliates. It is theposition of the SEC that the Section 4(1) exemption is not available for theresale of any securities of an issuer that is or was a shell company, bydirectors, executive officers, promoters or founders or their transferees. SeeNASD Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000Decisions, Paragraph No. 77,681, the so-called "Worm-Wulff Letter."

**Use of Proceeds of Registered Securities**

There were no proceeds received during the calendar yearended December 31, 2008, from the sale of registered securities.

**Purchases of Equity Securities by Us and AffiliatedPurchasers**

None; not applicable.

**ITEM 6: SELECTED FINANCIAL DATA**

Not required for smaller reporting companies.

**ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATION**

When used in this Annual Report, the words "may," "will,""expect," "anticipate," "continue," "estimate," "project," "intend," andsimilar expressions are intended to identify forward-looking statements withinthe meaning of Section 27a of the Securities Act and Section 21e of theExchange Act regarding events, conditions, and financial trends that may affectThe Company's future plans of operations, business strategy, operating results,and financial position. Persons reviewing this Annual Report are cautioned thatany forward-looking statements are not guarantees of future performance and aresubject to risks and uncertainties and actual results may differ materiallyfrom those included within the forward-looking statements as a result ofvarious factors. Such factors are discussed further below under "Trends andUncertainties," and also include general economic factors and conditions thatmay directly or indirectly impact our financial condition or results ofoperations.

**Plan of Operation**

Our plan of operation for the next 12 months is to:(i)consider guidelines of industries in which we may have an interest; (ii)adopt a business plan regarding engaging in the business of any selected industry;and (iii) to commence such operations through funding and/or the acquisition ofa "going concern" engaged in any industry selected.

During the next 12 months, our only foreseeable cashrequirements will relate to maintaining our good standing or the payment ofexpenses associated with legal fees, accounting fees and reviewing orinvestigating any potential business venture, which may be advanced bymanagement or principal stockholders as loans to us. Because we have notdetermined any business or industry in which our operations will be commenced,and we have not identified any prospective venture as of the date of thisAnnual Report, it is impossible to predict the amount of any such loan. Anysuch loan will be on terms no less favorable to us than would be available froma commercial lender in an arm's length transaction. No advance or loan from anyaffiliate will be required to be repaid as a condition to any agreement withfuture acquisition partners.

When and if a business will commence or an acquisition madeis presently unknown and will depend upon various factors, including but notlimited to funding and its availability and if and when any potentialacquisition may become available to us at terms acceptable to us. The estimatedcosts associated with reviewing and verifying information about a potentialbusiness venture would be mainly for due diligence and the legal process andcould cost between $5,000 and $25,000. These funds will either be required tobe loaned by management or raised in private offerings; we cannot assure youthat it can raise funds, if needed.

**Liquidity and Capital Resources**

The Company has cash or cash equivalents on hand as of December 31,2008 amounting to $115. If additional funds are required, such fundsmay be advanced by management or stockholders as loans to the Company.During the year ended December 31, 2008, loans were made and expenseswere paid by a principal stockholder in the amount of $20,564. Duringthe same period in 2007, additional loans and expenses by a principalstockholder totaled $17,659. The aggregate amount of $38,223outstanding as of December 31, 2008, is unsecured and is due on demand.Because the Company has not identified any acquisition or venture, itis impossible to predict the amount of any such loan.

**Results of Operations**

Other than maintaining its good corporate standing in theState of Nevada, compromising and settling its debts and seeking theacquisition of assets, properties or businesses that may benefit us and ourstockholders, we have had no material business operations in the two mostrecent calendar years.

During the year ended December 31, 2008, we had a net lossof $36,779, resulting from operations. During this same period ending December31, 2007, we had a net loss of $23,255, also resulting from operations. Theincrease in net loss is due to the Company's efforts to comply with newSarbanes Oxley controls and increased auditing costs. Except as describedabove, we have received no revenues in either of our two most recent calendaryears. See the Index to Financial Statements, Part II, Item 8, of this AnnualReport.

**Off-Balance Sheet Arrangements**

We had no Off-Balance Sheet arrangements during the fiscalyear ended December 31, 2008.

**ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK**

Not required for smaller reporting companies.

**ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

 The required financial statements are includedfollowing the signature page of this Form 10-K.

**ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURE**

None; not applicable.

**ITEM 9A(T): CONTROLS AND PROCEDURES**

Our management, with the participation of our President andSecretary/Treasurer, evaluated the effectiveness of our disclosure controls andprocedures as of the end of the period covered by this Annual Report. Based onthat evaluation, our President and Secretary/Treasurer concluded that ourdisclosure controls and procedures as of the end of the period covered by theAnnual Report were effective such that the information required to be disclosedby us in reports filed under the Exchange Act is (i) recorded, processed,summarized and reported within the time periods specified in the SEC's rulesand forms and (ii) accumulated and communicated to our management, includingour President and Secretary/Treasurer, as appropriate to allow timely decisionsregarding disclosure. A controls system cannot provide absolute assurance,however, that the objectives of the controls system are met, and no evaluationof controls can provide absolute assurance that all control issues andinstances of fraud, if any, within a company have been detected.

**Management's Annual Report on Internal Control overFinancial Reporting**

Our management is responsible for establishing andmaintaining adequate internal control over financial reporting (as defined inRule 13a-15(f) under the Exchange Act). Our internal control over financialreporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control overfinancial reporting may not prevent or detect misstatements. Therefore, eventhose systems determined to be effective can provide only reasonable assuranceof achieving their control objectives.

Our management, with the participation of the President,evaluated the effectiveness of the Company's internal control over financialreporting as of December 31, 2008. In making this assessment, our managementused the criteria set forth by the Committee of Sponsoring Organizations of theTreadway Commission (COSO) in Internal Control - Integrated Framework. Based onthis evaluation, our management, with the participation of the President,concluded that, as of December 31, 2008, our internal control over financialreporting was not effective. The Company's material weaknesses in internalcontrol are due to the lack of segregation of duties and the lack of accountingexpertise in the supervision of the financial reporting process. However, theCompany believes the costs of remediation outweigh the benefits given thelimited operations of the company.

This Annual Report does not include an attestation report ofthe Company's registered public accounting firm regarding internal control overfinancial reporting. Management's report was not subject to attestation by theCompany's registered public accounting firm pursuant to temporary rules of theSecurity and Exchange Commission that permit the Company to provide onlymanagement's report in this Annual Report.

**Changes in Internal Control Over Financial Reporting**

There have been no changes in internal control overfinancial reporting.

**ITEM 9B: OTHER INFORMATION**

None.

**PART III**

**ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATEGOVERNANCE**

**Identification of Directors and Executive Officers**

Our executive officers and directors and their respectiveages, positions and biographical information are set forth below.
| Name            | Age | Position           | Director or Officer since |
|-----------------|-----|--------------------|---------------------------|
| Daniel Drummond | 56  | President/Director | February 2008             |

**Background and Business Experience**

Daniel D. Drummond, Sole Officer and Director. Mr. Drummondgraduated with a Bachelor of Science degree from the United StatesMilitary Academy at West Point in 1975. Following a military careerwith the U.S. Army, Mr.Drummond held positions with various companies in marketing, consultingandoperations. From April 2003 until December 2003, Mr. Drummond was VicePresident of Systems Development for two start-up companies, PoweRXPharmacy, apain-management pharmacy, and PoweRx Technologies, a companyspecializing inthe development of handheld prescription-writing applications andsystems.Since February 2004, Mr. Drummond has been a member of Tryant, LLC., afirmspecializing in mergers and acquisitions. Mr. Drummond was the soleofficer anddirector of Wren, Inc., an internet marketing company until February23, 2009,and is the president and director of UAGH, Inc., a development stagecompany.

**Significant Employees**

We have no employees who are not executive officers, but whoare expected to make a significant contribution to the Company's business.

**Family Relationships**

None.

**Involvement in Other Public Companies**

Mr. Drummond was the sole officer and director of Wren,Inc., an internet marketing company, and is currently the president and a directorof UAGH, Inc. Mr. Drummond was an officer and director of West Coast CarCompany from March 2004 until May 2007, when it became Shengtai Pharmaceutical,Inc. 

**Involvement in Certain Legal Proceedings**

During the past five years, no director, officer, promoteror founder or control person of the Company:

- has filed a petition under federal bankruptcy laws or anystate insolvency laws, nor had a receiver, fiscal agent or similar officerappointed by a court for the business or property of such person, or anypartnership in which he was a general partner at or within two years before thetime of such filing, or any corporation or business association of which he wasan executive officer at or within two years before the time of such filing;

- was convicted in a criminal proceeding or named subject toa pending criminal proceeding (excluding traffic violations and other minoroffenses);

-was the subject of any order, judgment or decree, notsubsequently reversed, suspended or vacated, of any court of competentjurisdiction, permanently or temporarily enjoining him or her from or otherwiselimiting his/her involvement in any type of business, securities or bankingactivities; or

-was found by a court of competent jurisdiction in a civilaction, by the SEC or the Commodity Futures Trading Commission to have violatedany federal or state securities law, and the judgment in such civil action orfinding by the SEC has not been subsequently reversed, suspended, or vacated.

**Compliance with Section 16(a) of the Exchange Act**

The common stock of the Company is registered under theExchange Act, and therefore, the officers, directors and holders of more than10% of our outstanding shares are subject to the provisions of Section 16(a)which requires them to file with the SEC initial reports of ownership andreports of changes in ownership of common stock and our other equitysecurities. Officers, directors and greater than 10% beneficial owners arerequired by SEC regulations to furnish us with copies of all Section 16(a)reports they file. Based solely upon review of the copies of such formsfurnished to us during the fiscal year ended December 31, 2008, the followingwere filed timely:

None.

**Code of Ethics**

We adopted a Code of Ethics for our principal executive andfinancial officers. Our Code of Ethics was filed as Exhibit 14 to our AnnualReport for the year ended December 31, 2007. See Part IV, Item 15, of thisAnnual Report.

**Corporate Governance**

**Nominating Committee**

We have not established a Nominating Committee because, dueto our lack of material operations and the fact that we presently have onlythree directors and executive officers, we believe that we are able toeffectively manage the issues normally considered by a Nominating Committee.Following the entry into any business or the completion of any acquisition,merger or reorganization, a further review of this issue will no doubt benecessitated and undertaken by new management.

If we do establish a Nominating Committee, we will disclosethis change to our procedures in recommending nominees to our Board ofDirectors.

**Audit Committee**

We have not established an Audit Committee because, due toour lack of material operations and the fact that we presently have only threedirectors and executive officers, we believe that we are able to effectivelymanage the issues normally considered by an Audit Committee. Following the entryinto any business or the completion of any acquisition, merger orreorganization, a further review of this issue will no doubt be necessitatedand undertaken by new management.

**ITEM 11: EXECUTIVE COMPENSATION**

**All Compensation**

No cash compensation, deferred compensation or long-termincentive plan awards were issued or granted to our management during the yearsended December 31, 2008, or 2007. Furthermore, no member of our management hasbeen granted any option or stock appreciation rights; accordingly, no tablesrelating to such items have been included within this Item. Stock awards werevalued using the closing bid price for the period in question as obtained fromthe National Quotation Bureau, Inc. (the "NQB"). The following table sets forththe aggregate compensation paid by our Company for services rendered during theperiods indicated:

**SUMMARY COMPENSATION TABLE**

**SUMMARY COMPENSATION TABLE**
| Name and Principle Position | Year                         | Salary 

 ($) | Bonus 

 ($) | Stock Awards 

 ($) | Option Awards 

 ($) | Non- 

 Equity 

 Incentive 

 Plan 

 Compen-sation 

 ($) | Nonqual-ified Deferred Compen-sation 

 ($) | All 

 Other 

 Compen- 

 sation 

 ($) | Total 

 Earnings 

 ($) |
|-----------------------------|------------------------------|---------------|--------------|---------------------|----------------------|-------------------------------------------------------------|---------------------------------------------|------------------------------------------|--------------------------|
|                             |
| (a)                         | (b)                          | (c)           | (d)          | (e)                 | (f)                  | (g)                                                         | (h)                                         | (i)                                      | (j)                      |
|                             |                              |
| Daniel  Drummond            | 12/31/08                     | 0             | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        |
|                        | President,  Director         | 12/31/07      | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        | 0 |
|                        |                         | 12/31/06      | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        | 0 |
|                        |                         | 12/31/05      | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        | 0 |
|                        |
| Randy  Zundel*              | 12/31/08                     | 0             | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        |
|                        | Former  President,           | 12/31/07      | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        | 0 |
|                        | Director                     | 12/31/06      | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        | 0 |
|                        | 12/31/05                     | 0             | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        |
|                        |                         |
| Swen  Mortenson*            | 12/31/08                     | 0             | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        |
|                        | Former,  Treasurer, Director | 12/31/07      | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        | 0 |
|                        |                         | 12/31/06      | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        | 0 |
|                        |                         | 12/31/05      | 0            | 0                   | 0                    | 0                                                           | 0                                           | 0                                        | 0                        | 0 |

*On February 27, 2008, Randy Zundel and Swen Mortenson resignedfrom officers and directors of the Company.

**Outstanding Equity Awards at Fiscal Year-End**

None, not applicable.

Compensation of Directors

There are no standard arrangements pursuant to which ourdirectors are compensated for any services provided as director, includingservices for committee participation or for special assignments. Our directorsreceived no compensation for service as directors for the year ended December31, 2008.

**ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

**Security Ownership of Certain Beneficial Owners**

The following table sets forth the ownership by any personknown to us to be the beneficial owner of more than five percent (5%) of any ofour outstanding voting securities as of March 30, 2009. Beneficial ownership isdetermined in accordance with the rules of the SEC and generally includesvoting or investment power with respect to securities. The persons named in thetable below have sole voting power and investment power with respect to allshares of common stock shown as beneficially owned by them. The percentage ofbeneficial ownership is based upon 2,302,200 shares of common stock outstandingat that date.
| Title of                     | Name and Address of             | Amount and Nature of | Percentage of Class |
|------------------------------|---------------------------------|----------------------|---------------------|
| Class                        | Beneficial Owner                | Beneficial Ownership |                |
|                         |                            |                 |                |
| Common                       | Daniel D. Drummond (1)          | 1,220,000            | 53%                 |
|                         | P. O. Box 5005, PMB 42          |                 |                |
|                         | Rancho Santa Fe, CA  92067 |                 |                |
|                         |                            |                 |                |
| Total Officers and Directors | 1,220,000                       | 53%                  |
| As a Group (1 Person)        |                            |                 |

 

 (1) Officer and/or director. These shares are owned byTryant, LLC. Daniel Drummond is a managing director of Tryant, LLC and theseshares are considered to be beneficially controlled by Mr. Drummond. 

There are no contracts or other arrangements that could result in a changeof control of the Company. 

SEC Rule 13d-3 generally provides that beneficial owners ofsecurities include any person who, directly or indirectly, has or shares votingpower and/or investment power with respect to such securities, and any personwho has the right to acquire beneficial ownership of such security within 60days. Any securities not outstanding which are subject to such options,warrants or conversion privileges exercisable within 60 days are treated asoutstanding for the purpose of computing the percentage of outstandingsecurities owned by that person. Such securities are not treated as outstandingfor the purpose of computing the percentage of the class owned by any otherperson. At the present time there are no outstanding options or warrants.

**Changes in Control**

There are no additional present arrangements or pledges ofour securities which may result in a change in control of the Company. However,there are no provisions in our Articles of Incorporation or Bylaws that woulddelay, defer or prevent a change in control.

**Securities Authorized for Issuance under EquityCompensation Plans**

None, not applicable.

**ITEM 13: CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AND DIRECTORS INDEPENDENCE**

Transactions with Related Persons

Except for the following, there were no material transactions, or series of similartransactions, during our last two fiscal years, or any currently proposedtransactions, or series of similar transactions, to which our Company or any ofour subsidiaries was or is to be a party, in which the amount involved exceededthe lesser of $120,000 or one percent of our total assets at year-end for thelast two completed fiscal years and in which any director, executive officer orany security holder who is known to us to own of record or beneficially morethan five percent of any class of our common stock, or any member of theimmediate family of any of the foregoing persons, had an interest.

ShareholderLoans - During the years ended December 31, 2008 and 2007,respectively, $20,564 and $17,659 was loaned by shareholders of theCompany and $0 and $0 was repaid to the shareholders. As of December31, 2008 and 2007, the amount due to the shareholders was $38,223 and$17,659, respectively. The interest expense on the loans was $2,406 and$526 for the years ended December 31, 2008 and 2007, respectively. Theabove mentioned shareholder loans were due on demand and had interestimputed at an annual rate of 8%.

**Promoters and Certain Control Persons**

See the heading "Transactions with Related Persons" above.

**Parents of the Issuer**

We have no parents.

**Director Independence**

We do not have any independent directors serving on ourBoard of Directors.

**ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES**

The following is a summary of the fees billed to us by ourprincipal accountants during the fiscal years ended December 31, 2008 and 2007:
| Fee Category       |   |   |   |   |   | 2008   |   |   |   |   |   | 2007   |   |
|--------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| Audit Fees         |   |   |   | $      |   |   | 17,121 |   |   |   | $      |   |   | 7,500 |   |
| Audit-related Fees |   |   |   | $      |   |   | 0      |   |   |   | $      |   |   | 0 |   |
| Tax Fees           |   |   |   | $      |   |   | 0      |   |   |   | $      |   |   | 0 |   |
| All Other Fees     |   |   |   | $      |   |   | 0      |   |   |   | $      |   |   | 0 |   |
| Total Fees         |   |   |   | $      |   |   | 17,121 |   |   |   | $      |   |   | 7,500 |   |

**Audit Fees** - Consists of fees for professionalservices rendered by our principal accountants for the audit of our annual financialstatements and review of the financial statements included in our Forms 10-QSBor services that are normally provided by our principal accountants inconnection with statutory and regulatory filings or engagements.

**Audit-related Fees** - Consists of fees for assuranceand related services by our principal accountants that are reasonably relatedto the performance of the audit or review of our financial statements and arenot reported under "Audit fees."

**Tax Fees** - Consists of fees for professional servicesrendered by our principal accountants for tax compliance, tax advice and taxplanning.

**All Other Fees** - Consists of fees for products andservices provided by our principal accountants, other than the servicesreported under "Audit fees," "Audit-related fees," and "Tax fees" above.

**Policy on Audit Committee Pre-Approval of Audit andPermissible Non-Audit Services of Independent Auditors**

We have not adopted an Audit Committee; therefore, there isno Audit Committee policy in this regard. However, we do require approval inadvance of the performance of professional services to be provided to us by ourprincipal accountant. Additionally, all services rendered by our principalaccountant are performed pursuant to a written engagement letter between us andthe principal accountant.

**PART IV**

** **

**ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

(a)(1)(2) Financial Statements. See the auditedfinancial statements for the year ended December 31, 2008 contained in Item 8above which are incorporated herein by this reference.

(a)(3) Exhibits. The following exhibits arefiled as part of this Annual Report:

3.1           Articles of Incorporation(1)

3.1a          Amended Articles of Incorporation (2)

3.2           Bylaws(1)

14.1         Code of Ethics(2)

31.1         Certification of Principal Executive Officer asadopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*

31.2         Certification of Principal Financial Officer asadopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*

32.1          Certification of Principal Executive and FinancialOfficer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002*

(1) These exhibits are incorporated herein by referenceto the Company's Form 10-KSB for the year ended December 31, 1998, filed withthe Securities and Exchange Commission on November 29, 1999.

(2) These exhibits are incorporated herein by thisreference to the Company's Annual Report on Form 10-KSB for the year endedDecember 31, 2007, filed with the Securities and Exchange Commission on April 15,2008.

(3) This exhibit is incorporated herein by this referenceto the Company's Annual Report on Form 10-KSB for the year ended December 31,2007, filed with the Securities and Exchange Commission on April 15, 2008. 

(4) Incorporated herein by reference.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized. 

Prestige Capital Corporation

| Date: | 3/31/09 |  | By: | /s/Daniel Drummond                                                                       |
|-------|---------|--|-----|------------------------------------------------------------------------------------------|
|       |         |  |     | Daniel Drummond, President/Chief Executive Officer, Chief Financial Officer and Director |

Pursuant to the requirements of the Securities Exchange Actof 1934 this report has been signed below by the following persons on behalf ofthe registrant and in the capacities and on the dates indicated. 

Prestige Capital Corporation

| Date: | 3/31/09 |  | By: | /s/ Daniel Drummond                                                                       |
|-------|---------|--|-----|-------------------------------------------------------------------------------------------|
|       |         |  |     | Daniel Drummond,  President/Chief Executive Officer, Chief Financial Officer and Director |

----

----

PRESTIGE CAPITAL CORPORATION[A Development Stage Company]Balance SheetsDecember 31, 2008 and 2007

 
|                                                             |   | December 31, |   |   | December 31, |
|-----------------------------------------------------------------------|--------|--------------|--------|--------|--------------|
| Assets                                                                |   | 2008         |   |   | 2007         |   |
|    Current  Assets                                     |   |         |   |   |    |   |
|         Cash                  | $      | 115          |   | $      | 15           |   |
|     Total  Current Assets                         |   | 115          |   |   | 15           |   |
| Total Assets                                                          | $      | 115          |   | $      | 15           |   |
|                                                             |   |         |   |   |    |   |
| Liabilities and  Stockholders' Equity (Deficit)                       |   |         |   |   |    |   |
|    Current  Liabilities                                |   |         |   |   |    |   |
|       Accounts  Payable                 | $      | 15,490       |   | $      | 1,442        |   |
|       Accrued  Interest                 |   | 2,793        |   |   | 526          |   |
|       Shareholder  Loans                |   | 38,223       |   |   | 17,659       |   |
|    Total  Current Liabilities                          |   | 56,506       |   |   | 19,627       |   |
|                                                             |   |         |   |   |    |   |
| Stockholders' Equity  (Deficit)                                       |   |         |   |   |    |   |
|    Preferred  Stock, 10,000,000 shares authorized,     |   |         |   |   |    |   |
|       no  shares issued and outstanding |   | -            |   |   | -            |   |
|    Common  stock, $.001 par value,                     |   |         |   |   |    |   |
|    100,000,000  shares authorized                      |   |         |   |   |    |   |
|    2,302,200  issued and outstanding                   |   |         |   |   |    |   |
|    at  December 31, 2008 and 2007                      |   | 2,302        |   |   | 2,302        |   |
| Capital in excess of par  value                                       |   | 385,657      |   |   | 385,657      |   |
| Retained Deficit                                                      |   | (383,749)    |   |   | (383,749)    |   |
| Deficit accumulated during  the development stage                     |   | (60,601)     |   |   | (23,822)     |   |
| Total Stockholders' Equity  (Deficit)                                 |   | (56,391)     |   |   | (19,612)     |   |
|                                                                  |   |         |   |   |         |   |
| Total Liabilities and  Stockholders' Equity (Deficit)                 | $      | 115          |   | $      | 15           |   |
|                                                                  |   |         |   |   |         |   |

The accompanying notes are an integral part of these financial statements

----

 PRESTIGE CAPITAL CORPORATION [A Development Stage Company]Statements of OperationsFor the Years Ended December 31, 2008 and 2007 and for the Period from Reactivation [June 21, 2006] through December 31, 2008 

 
|                                                   |   |      |   |           |   | From Reactivation June 21, 2006 through December 31,  2008 |
|--------------------------------------------------------|--------|-----------|--------|----------------|--------|------------------------------------------------------------|
|                                                   |   |      |   |           |   |
|                                              |   | 2008      |   | 2007           |   |
| Revenues                                               | $      |  -   | $      |  -        | $      |  -                                                    |
| Operating Expenses                                     |   |      |   |      |   |                                                  |
|   General and  Administrative                |   | 34,373    |   | 22,729         |   | 57,540                                                     |
| Loss from Operations                                   |   | (34,373)  |   | (22,729)       |   | (57,540)                                                   |
|                                              |   |      |   |      |   |                                                  |
| Other Income (Expense)                                 |   |      |   |      |   |                                                  |
|   Related Party  Interest Expense            |   | 2,406     |   | (526)          |   | (3,567)                                                    |
|   Related Party  Interest Income             |   | -         |   | -              |   | 506                                                        |
| Total Other Income  (Expense)                          |   | (2,406)   |   | (526)          |   | (60,601)                                                   |
|                                              |   |      |   |      |   |                                                       |
| Net Loss before income  taxes                          |   | (36,779)  |   | (23,255)       |   | (60,601)                                                   |
| Income Taxes                                           |   | -         |   | -              |   | -                                                          |
|                                              |   |      |   |           |   |                                                  |
| Net Loss                                               | $      | (36,779)  | $      |  (23,255) | $      |  (60,601)                                             |
| Basic and Diluted Loss per  Share                      |   | (0.02)    |   | (0.01)         |   |                                                  |
| Basic and Diluted Weighted  Average Shares Outstanding |   | 2,302,200 |   | 2,302,200      |   |                                                  |

The accompanyingnotes are an integral part of these financial statements

----

PRESTIGE CAPITAL CORPORATION[A Development Stage Company]Statements of Cash FlowsFor the Years Ended December 31, 2008 and 2007and for the Period from Reactivation [June 21, 2006] through December 31, 2008
|                                                        |   |         |           |         |         |         |   |    | From Reactivation June 21, 2006 through December 31, |
|-------------------------------------------------------------|--------|--------------|----------------|--------------|--------------|--------------|--------|---------|------------------------------------------------------|
|                                                        |   |         |           |         |         |         |   |    |
|                                                        |   |         |           |         |         |         |   |    |
|                                                   |   |         | 2008           |         |         | 2007         |   |    | 2008                                                 |
| OPERATING ACTIVITIES                                        |   |         |      |         |         |    |   |    |                                                 |
| Net Loss                                                    |   | $            | (36,779)       |         | $            | (23,255)     |   | $       | (60,601)                                             |
| Adjustments to reconcile  Net Loss                          |   |         |           |         |         |         |   |    |                                                 |
| to net cash used by  operating activities                   |   |         |           |         |         |         |   |    |                                                 |
|   Corporate expenses paid by shareholder               |        |              | 9,964          |              |              | 359          |        |         | 10,323                                               |
| Imputed related party  interest expense                     |   |         | -              |         |         | -            |   |    | 635                                                  |
| Changes in assets and  liabilities                          |   |         | -              |         |         | -            |   |    | -                                                    |
|    (Increase)  Decrease in Prepaid Expenses  |   |         | -              |         |         | 3,500        |   |    | -                                                    |
|    Increase  (decrease) in Accounts Payable  |   |         | 14,048         |         |         | 1,421        |   |    | 10,334                                               |
|    Increase  in Accrued Interest             |   |         | 2,267          |         |         | 526          |   |    | 2,793                                                |
| Net cash used by Operating  Activities                      |   |         | (10,500)       |         |         | (17,449)     |   |    | (36,516)                                             |
|                                                   |   |         |           |         |         |         |   |    |                                                 |
|                                                   |   |         |           |         |         |         |   |    |                                                 |
| FINANCING ACTIVITIES                                        |   |         |           |         |         |         |   |    |                                                 |
| Proceeds from related  party loans                          |   |         | 10,600         |         |         | 17,300       |   |    | 27,900                                               |
| 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                  |   |         | 10,600         |         |         | 17,300       |   |    | 36,631                                               |
|                                                   |   |         |           |         |         |         |   |    |                                                 |
| Net Cash Increase  (Decrease) for Period                    |   |         | 100            |         |         | (149)        |   |    | 115                                                  |
| Cash at Beginning of  Period                                |   |         | 15             |         |         | 164          |   |    | -                                                    |
| Cash at End of Period                                       |   | $            | 115            | $            | $            | 15           |   | $       | 115                                                  |
|                                                        |   |         |           |         |         |         |   |    |                                                 |
|   

 Supplemental Disclosures of Cash Flow Information |   |         |           |
| Cash paid during the period  for                            |   |    |      |    |    |         |   |    |                                                 |
| Interest                                                    |   | $            |  -   | $            |  -      |         |   |  $ | -                                               |
| Income taxes                                                |   | $            |  -   | $            |  -      |         |   | $  | -                                               |
|                                                   |   |         |           |         |         |         |   |    |                                                 |
| Noncash investing and  financing activities:                |   |         |           |         |         |         |   |    |                                                 |
| None for the years ended  December 31, 2008 and 2007.       |   |         |           |         |         |         |   |

The accompanying notes are an integral part of these financial statements

----

 PRESTIGE CAPITAL CORPORATION 

 [A Development StageCompany]  

 Statement of Stockholders'Equity (Deficit)  

 From the Date of Reactivation[June 21, 2006  

 Through December 31, 2008  
|                                                             | Common Stock |   | Capital in Excess of Par Value |   | Retained Deficit |   | Deficit Accumulated during Development Stage |
|------------------------------------------------------------------|--------------|--------|--------------------------------|--------|------------------|--------|----------------------------------------------|
|                                                             | Shares       |   | Amount                         |   |             |   |
|                                                             |         |   |                           |   |             |   |                                         |   |   |
| BALANCE, June 21, 2006                                           | 1,936,000    |   | $        1,936                 |   | $    364,657     |   | $    383,749                                 |   | $                                  - |
|                                                             |         |   |                           |   |             |   |                                         |   |   |
| Issuance of common stock  for cash at                            |    |   |                      |   |        |   |                                    |   |   |
| approximately $0.0205 per  share, June 2006                      | 1,220,000    |   | 1,220                          |   | 23,780           |   | -                                            |   | - |
|                                                        |    |   |                      |   |        |   |                                         |   |    |
| Repurchase of common stock  at $0.005 per                        |    |   |                      |   |        |   |                                         |   |    |
| share, July 2006                                                 | (853,800)    |   | (854)                          |   | (3,415)          |   | -                                            |   | - |
|                                                        |    |   |                      |   |        |   |                                         |   |    |
| Imputed related party  interest expense                          | -            |   | -                              |   | 635              |   | -                                            |   | - |
|                                                        |    |   |                      |   |        |   |                                         |   |    |
| Net loss for the period  from June 22, 2006 to December 31, 2006 | -            |   | -                              |   | -                |   | -                                            |   | (567) |
| BALANCE, December 31, 2006                                       | 2,302,200    |   | 2,302                          |   | 385,657          |   |                                         |   | (567) |
|                                                        |    |   |                      |   |        |   |                                         |   |    |
| Net loss for the year ended  December 31, 2007                   | -            |   | -                              |   | -                |   | -                                            |   | (23,255) |
| BALANCE, December 31, 2007                                       | 2,302,200    |   | 2,302                          |   | 385,657          |   |                                         |   | (23,822) |
|                                                             | -            |   | -                              |   | -                |   |                                         |   | (36,779) |
| Net loss for the year ended  December 31, 2008                   | -            |   |
| BALANCE, December 31, 2008                                       | 2,302,200    |   | $        2,302                 |   | $    385,657     |   | $    383,749                                 |   | $    (60,601) |

 The accompanying notes are an integral part of this financial statement. 

----

PRESTIGE CAPITAL CORPORATION

[A Development Stage Company]

Notes to FinancialStatements

**NOTE 1 ORGANIZATION**

**Organization**- Prestige Capital Corporation("the Company") was organized under the laws of the State of Utah onFebruary 7, 1986 under the name of Hood Ventures, Inc. On December 31,1998, thename was changed to Prestige Capital Corporation. On December 31, 1998,HoodVentures, Inc. of Utah merged with Prestige Capital Corporation, aNevadaCorporation, leaving the Nevada Corporation as the surviving company.After aperiod of dormancy, the Company experienced a significant change inshareholderownership on June 21, 2006 and is considered to be reactivated as ofthat dateas a development stage company that is currently seeking businessopportunitiesor potential business acquisitions. The Company currently has norevenue-generating activities and is considered a development stagecompany asdefined in Statement of Financial Accounting Standards No. 7.Developmentstage accumulations presented in the financial statements begin on June21,2006, as a result of the reactivation on that date. The Company doesnotintend to pay dividends in the foreseeable future.

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**a. Accounting Method**

The Company's financial statements are prepared usingaccounting principles generally accepted in the United States. 

**b. Provision for Taxes**

The Company accounts for income taxes using the asset andliability method. Under this method, income taxes are provided for amountscurrently payable and for amounts deferred as tax assets and liabilities basedon differences between the financial statement carrying amounts and the taxbasis of existing assets and liabilities. Deferred income taxes are measuredusing the enacted tax rates that are assumed will be in effect when thedifferences reverse. 

In June 2006, the FASB issued Interpretation No. 48"Accounting for Uncertainty in Income Taxes, and Interpretation of FASBStatement No. 109" (FIN 48). We adopted FIN 48 on January 1, 2007. UnderFIN 48, tax benefits are recognized only for tax positions that are more likelythan not to be sustained upon examination by tax authorities. The amount recognizedis measured as the largest amount of benefit that is greater than 50 percentlikely to be realized upon ultimate settlement. Unrecognized tax benefits aretax benefits claimed in our tax returns that do not meet these recognition andmeasurement standards. 

Upon the adoption of FIN 48, we had no liabilities forunrecognized tax benefits and, as such, the adoption had no impact on ourfinancial statements, and we have recorded no additional interest or penalties.The adoption of FIN 48 did not impact our effective tax rates. 

Our policy is to recognize potential interest and penaltiesaccrued related to unrecognized tax benefits within income tax expense. For theyears ended December 31, 2008 and 2007, we did not recognize any interest orpenalties in our Statement of Operations, nor did we have any interest orpenalties accrued in our Balance Sheets at December 31, 2008 and 2007 relatingto unrecognized benefits. 

The tax years 2005-2008 remain open to examination forfederal income tax purposes and by the other major taxing jurisdictions towhich we are subject. 

**c. Cash Equivalents**

The Company considers all highly liquid investments with amaturity of three months or less when purchased to be cash equivalents.

**d. Estimates**

The preparation of financial statements in conformity withgenerally accepted accounting principles requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates. 

**e. Basic Loss Per Common Share**

Basic loss per common share has been calculated based on theweighted average number of shares outstanding. In accordance with FinancialAccounting Standards No. 128, "Earnings Per Share," basic loss percommon share is computed using the weighted average number of common sharesoutstanding. Diluted earnings per share is computed using weighted averagenumber of common shares plus dilutive common share equivalents outstandingduring the period using the treasury stock method. During periods of net lossesdilutive shares are not included, due to anti-dilutive results. There were nodilutive shares at December 31, 2008 and 2007. 

**f. Impact of New Accounting Standards**

In December 2007, the FASB issued Statement of Financial andAccounting Standards ("SFAS") No. 141(R), "Business Combinations."  SFAS141(R) changes the accounting for and reporting of business combinationtransactions in the following way:  Recognition with certain exceptions of100% of the fair values of assets acquired, liabilities assumed, and noncontrolling interests of acquired businesses; measurement of all acquirershares issued in consideration for a business combination at fair value on theacquisition date; recognition of contingent consideration arrangements at theiracquisition date fair values, with subsequent changes in fair value generallyreflected in earnings; recognition of pre-acquisition gain and losscontingencies at their acquisition date fair value; capitalization ofin-process research and development (IPR&D) assets acquired at acquisitiondate fair value; recognition of acquisition-related transaction costs asexpense when incurred; recognition of acquisition-related restructuring costaccruals in acquisition accounting only if the criteria in Statement No. 146are met as of the acquisition date; and recognition of changes in the acquirer'sincome tax valuation allowance resulting from the business combinationseparately from the business combination as adjustments to income taxexpense.  SFAS No. 141(R) is effective for the first annual reportingperiod beginning on or after December 15, 2008 with earlier adoptionprohibited.  The adoption of SFAS No. 141(R) will affect valuation ofbusiness acquisitions made in 2009 and forward.

In December 2007, the FASB issued SFAS No. 160"Noncontrolling Interest in Consolidated Financial Statements - anAmendment of ARB 51."  SFAS 160 clarifies that a noncontrollinginterest in a subsidiary is an ownership interest in the consolidated entitythat should be reported as equity in the consolidated financialstatements.  It also requires consolidated net income to be reportedat amounts that include the amounts attributable to both the parent and thenoncontrolling interest, and requires disclosure, on the face of theconsolidated statement of income, of the amounts of consolidated net incomeattributable to the parent and to the noncontrolling interest.  SAFS160 is effective for fiscal years, and interim periods within those fiscalyears, beginning on or after December 15, 2008.  Earlier adoption isprohibited.  We do not anticipate a material impact upon adoption.

In March 2008, the FSAB issued SFAS No. 161, "Disclosuresabout Derivative Instruments and Hedging Activities."  SFAS 161 isintended to improve financial reporting about derivative instruments andhedging activities by requiring enhanced disclosures to enable investors tobetter understand their effects on an entity's financial position, financialperformance, and cash flows.  SFAS 161 is effective for financialstatements issued for fiscal years and interim periods beginning after November15, 2008, with early application encouraged.  We do not anticipate amaterial impact upon adoption.

In September 2006, the FASB issued SFAS No. 157 "Fair ValueMeasurements."  SFAS 157 defines fair value, establishes a frameworkfor measuring fair value, and expends disclosures about fair valuemeasurements.  SFAS 157 applies under other accounting pronouncementsthat require or permit fair value measurements and does not require any newfair value measurements.  The provisions of SFAS 157 were originallyto be effective beginning January 1, 2008.  Subsequently, the FASBprovided for a one-year deferral of the provisions of SFAS 157 fornon-financial assets and liabilities that are recognized or disclosed at fairvalue in consolidated financial statements on a non-recurringbasis.  We are currently evaluating the input of adopting theprovisions of SFAS 157 for non-financial assets and liabilities that arerecognized or disclosed on a non-recurring basis.

**NOTE 3 GOING CONCERN**

The accompanying financial statements have been prepared inconformity with generally accepted accounting principles in the UnitedStates of America, which contemplate continuation of the Company as agoing concern.However, the Company has incurred losses since its inception and has norevenue-generatingactivities. These factors raise substantial doubt about the ability oftheCompany to continue as a going concern. In this regard, management isseekingpotential business opportunities and is proposing to raise anynecessaryadditional funds not provided by operations through loans and/orthroughadditional sales of its common stock. There is no assurance that theCompanywill be successful in raising additional capital or achievingprofitableoperations. The financial statements do not include any adjustmentsthat mightresult from the outcome of these uncertainties.

**NOTE 4 RELATED PARTY TRANSACTIONS**

Shareholder Loans - During the years ended December 31, 2008and 2007, respectively, $20,564 and $17,659 was loaned by shareholders of theCompany and no amounts were  repaid to the shareholders. As of December 31,2008 and 2007, the amount due to the shareholders was $38,223 and $17,659, respectively. The interest expense onthe loans was $2,406 and $526 for the years ended December 31, 2007 and 2006,respectively. The above mentioned shareholder loans were due on demand and hadinterest imputed at an annual rate of 8%.

Management Compensation - During the years ended December31, 2008 and 2007, the Company did not pay any compensation to anyofficer/directors of the Company.

Office Space - The Company has not had a need to rent officespace. An officer/shareholder of the Company is allowing the Company to use hisoffice as a mailing address, as needed, at no cost to the Company.

Repurchase of Stock - In July 2006, 853,800 shares of commonstock were repurchased for cancellation by the Company from related parties for$4,269 cash ($0.005 per share).

**NOTE 5 COMMON STOCK**

In June 2006, 1,220,000 shares of common stock were issuedfor $25,000 cash (approximately $0.0205 per share).

Stock Splits - In May 1987, the Board of Directors of theCompany approved a 150 for 1 forward stock split and on December 15, 1998, theBoard of Directors of the Company approved a 1 for 500 reverse stock split. OnFebruary 6, 2008, the Company completed a 1 for 5 reverse stock split. Thefinancial statements have been restated, for all periods presented, to reflectthese stock splits.

**NOTE 6 INCOME TAXES**

The Company accounts for income taxes in accordance withStatement of Financial Accounting Standards No. 109 "Accounting for IncomeTaxes". SFAS No. 109 requires the Company to provide a net deferred taxasset/liability equal to the expected future tax benefit/expense of temporaryreporting differences between book and tax accounting methods and any availablenet operating loss or tax credit carryforwards. At December 31, 2008, theCompany has available unused net operating loss carryforwards of approximately$67,634, which may be applied against future taxable income and which expire invarious years from 2021 through 2028. Due to a substantial change in theCompany's ownership during June 2006, there will be an annual limitation on theamount of previous net operating loss carryforwards which can be utilized.

The amount of and ultimate realization of the benefits fromthe net operating loss carryforwards for income tax purposes is dependent, inpart, upon the tax laws in effect, the future earnings of the Company, andother future events, the effects of which cannot be determined. Because of the uncertaintysurrounding the realization of the net operating loss carryforwards, theCompany has established a valuation allowance equal to the tax effect of thenet operating loss carryforwards and, therefore, no deferred tax asset has beenrecognized for the net operating loss carryforwards. The net deferred taxassets are approximately $10,145 and $4,628 as of December 31, 2008 and 2007,respectively, with an offsetting valuation allowance of the same amountresulting in a change in the valuation allowance of approximately $5,517 duringthe year ended December 31, 2008.

|                                                        |       |              |
|--------------------------------------------------------|-------|--------------|
|                                                        | 2008  | 2007         |
| Statutory Rate (Expense)                               | (15%) | (15%)        |
| Tax Effects of:                                        |       |    |
| Valuation Allowance                                    | 15%   | 15%          |
| Reported provision for Income Taxes     | 0%    | 0%           |

A reconciliation of our unrecognizedtax benefits for the years ending December 31, 2008 and 2007 is presented inthe table below:

 

|                                                               |        |        | 2008 |   |   | 2007 |
|---------------------------------------------------------------|--------|--------|------|--------|--------|------|
| Beginning Balance                                             | $      |   | 0.00 |   | $      | 0.00 |
| Additions based on tax positions  related to the current year |   |   | 0.00 |   |   | 0.00 |
| Reductions  for tax positions of prior years                  |   |   | 0.00 |   |   | 0.00 |
| Reductions  due to expiration of statute of limitations       |   |   | 0.00 |   |   | 0.00 |
| Settlements  with taxing authorities                          |   |   | 0.00 |   |   | 0.00 |
| Ending Balance                                                | $      |   | 0.00 |   | $      | 0.00 |