ITEM 1. BUSINESS
Historical Development
Prestige Capital Corporation (the “Company”) was organized
under the laws of the State of Utah on February 7, 1986 under the name of Hood Ventures, Inc. On December 31, 1998, Hood Ventures,
Inc. of Utah completed a domicile merger with Prestige Capital Corporation, a Nevada Corporation. The Company was inactive from
2002 and was reactivated in June 2006.
Our Business Plan
Our business plan is to seek, investigate, and, if warranted, acquire
an interest in a business opportunity. Our acquisition of a business opportunity may be made by merger, exchange of stock, or otherwise.
We have very limited sources of capital, and we probably will only be able to take advantage of one business opportunity. Based
upon current economic conditions, management believes that it is possible, if not probable, for a company like ours, without many
assets or liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because
of the expensive legal and accounting fees and the length of time associated with the registration process of “going public.”
As of the date of this report management is investigating a potential
merger or acquisition of a company. However, we have not entered into any definitive agreement relating to a transaction as of
the filing date of this report. We anticipate that the evaluation of this opportunity will be complex. We expect that our due diligence
will encompass meetings with its business management and inspection of its operations, as well as review of financial and other
information that may be available to our management. This review may be conducted either by our management or by unaffiliated third
party consultants that the Company may engage. The Company’s limited funds and the lack of full-time management will likely
make it impracticable to conduct an exhaustive investigation.
Our search for a business opportunity will not be limited to any
particular geographical area or industry and includes both U.S. and international companies. Our management has unrestricted discretion
in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions
and other factors. Our management believes that companies who desire a public market to enhance liquidity for current stockholders,
or plan to acquire additional assets through issuance of securities rather than for cash, will be potential merger or acquisition
candidates.
The selection of a business opportunity in which to participate
is complex and extremely risky and will be made by management in the exercise of his business judgment. Our activities are subject
to several significant risks which arise primarily as a result of the fact that we have no operating business and may acquire or
participate in a business opportunity based on the decision of management which will, in all probability, act without consent,
vote, or approval of our stockholders. We cannot assure you that we will be able to identify and merge with or acquire any business
opportunity which will ultimately prove to be beneficial to Prestige and our stockholders. Should a merger or acquisition prove
unsuccessful, it is possible management may decide not to pursue further acquisition activities and management may abandon our
search and we may become dormant or be dissolved.
It is possible that the range of business opportunities that might
be available for consideration by us could be limited by the fact that our common stock is quoted on the OTC Bulletin Board and
there is not currently an active public trading market for our common stock. We cannot assure you that a market will develop or
that a stockholder will be able to liquidate his/her/its investments without considerable delay, if at all. If a market develops,
our shares will likely be subject to the rules of the Securities Enforcement Remedies and Penny Stock Reform Act of 1990. The liquidity
of penny stock is affected by specific disclosure procedures required by those rules to be followed by all broker-dealers, including
but not limited to, determining the suitability of the stock for a particular customer, and obtaining a written agreement from
the customer to purchase the stock. This rule may affect the ability of broker-dealers to sell our securities and may affect the
ability of purchasers to sell our securities in any market.
Investigation and Selection of Business Opportunities
We anticipate that business opportunities will come to our attention
from various sources, including our sole officer and director, our stockholders, professional advisors, such as attorneys and accountants,
securities broker-dealers, investment banking firms, venture capitalists, members of the financial community and others who may
present unsolicited proposals. Management expects that prior personal and business relationships may lead to contacts with these
various sources.
A decision to participate in a specific business opportunity may
be made upon analysis of:
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the quality of the business opportunity’s management and personnel,
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the anticipated acceptability of its new products or marketing concept,
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the merit of its technological changes,
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the perceived benefit that it will derive from becoming a publicly held entity, and
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numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.
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No one factor described above will be controlling in the selection
of a business opportunity. Management will attempt to analyze all factors appropriate to each opportunity and make a determination
based upon reasonable investigative measures and available data. Potential business opportunities may occur in many different industries
and at various stages of development. Thus, the task of comparative investigation and analysis of such business opportunities will
be extremely difficult and complex. Potential investors must recognize that because of our limited capital available for investigation
and management’s limited experience in business analysis, we may not discover or adequately evaluate adverse facts about
the business opportunity to be acquired.
We anticipate that we will rely upon funds provided by advances
and/or loans from management and significant stockholders to conduct investigation and analysis of any potential target companies
or businesses. We may also rely upon the issuance of our common stock in lieu of cash payments for services or expenses related
to any analysis. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis,
market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent
in making decisions upon information provided by the promoters, owners, sponsors or other persons associated with the target business
seeking our participation.
In many instances, we anticipate that the historical operations
of a specific business opportunity may not necessarily be indicative of the potential for future operations because of the possible
need to substantially shift marketing approaches, significantly expand operations, change product emphasis, change or substantially
augment management, or make other changes. We will be dependent upon the owners of a business opportunity to identify any such
problems which may exist and to implement, or be primarily responsible for, the implementation of required changes.
Our management will analyze the business opportunities; however,
Mr. Taylor, our sole Director and President, is not a professional business analyst (See Part III, Item 10, below). He has not
had any experience with mergers and acquisitions of business opportunities and has not been involved with an initial public offering.
Due to his lack of experience with mergers and acquisitions, he may rely on principal stockholders or associates, or promoters
or their affiliates to assist in the investigation and selection of business opportunities.
Certain conflicts of interest exist or may develop between the Company
and our President. Mr. Taylor is employed by another company (See Part III, Item 10, below.) He may be expected to continue his
attention to his employment although management time should be devoted to our business. As a result, conflicts of interest may
arise that can be resolved only through his exercise of judgment in a manner which is consistent with his fiduciary duties to us.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our needs and desires and those of the promoters of the
opportunity. The legal structure or method deemed by management to be suitable will be selected based upon our review and our relative
negotiating strength. Such methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. We may act directly or indirectly through an interest in a partnership, corporation or other
forms of organization. We may be required to merge, consolidate or reorganize with other corporations or forms of business organizations.
In addition, our present management and stockholders most likely will not have control of a majority of our voting shares following
a merger or reorganization transaction. As part of such a transaction, our existing director may resign and new directors may be
appointed to fill those vacancies without any vote by our stockholders.
We likely will acquire our participation in a business opportunity
through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should
be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free"
reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether
the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured
to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders
would in that circumstance retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances,
depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the
total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity
of those persons who were our stockholders prior to such reorganization.
In the case of an acquisition, the transaction may be accomplished
upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation
directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders
of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional
expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders.
Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
The time and costs required to select and evaluate a target business
and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred
with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed may result
in a loss to the Company. Also, fees may be paid in connection with the completion of all types of acquisitions, reorganizations
or mergers. These fees are usually used to pay legal costs, accounting costs, finder’s fees, consultant’s fees and
other related expenses. In the event that any such fees are paid, they may become a factor in negotiations regarding any potential
acquisition or merger by us. We have no present arrangements or understandings respecting any of these types of fees.
Significant stockholders may actively negotiate or otherwise consent
to the purchase of all or any portion of their common stock as a condition to, or in connection with, a proposed reorganization,
merger or acquisition. It is not anticipated that any such opportunity will be afforded to other stockholders or that such other
stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. We have not adopted
any procedures or policies for the review, approval or ratification of any related party transactions.
In the event we merge or acquire a business opportunity, the successor
company will be subject to our reporting obligations. This is commonly referred to as a “back door registration.” A
back door registration occurs when a non-reporting company becomes the successor of a reporting company by merger, consolidation,
exchange of securities, acquisition of assets or otherwise. This type of event requires the successor company to file a current
report with the SEC which provides the same kind of information about the company to be acquired that would appear in a registration
statement, including audited and pro forma financial statements. This regulation may eliminate many of the perceived advantages
of these types of transactions. Accordingly, we may incur additional expense to conduct due diligence and present the required
information for the business opportunity in any report.
Also, the SEC may elect to conduct a full review of the successor
company and may issue substantive comments on the sufficiency of disclosure related to the company to be acquired.
In addition, regulations also deny the use of Form S-8 for the registration
of securities of a shell company, and limit the use of Form S-8 to a reorganized shell company until the expiration of 60 days
from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities
for the Company to acquire companies that may already have stock option plans in place that cover numerous employees. In such an
instance, there may be no exemption from registration for the issuance of securities in any business combination to these employees,
thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the
time and expense costs that are normally avoided by “back door” registrations.
Competition
We expect to encounter substantial competition in our effort to
locate attractive business opportunities. Business development companies, venture capital partnerships and corporations, venture
capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals will be our
primary competition. Many of these entities will have significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to attractive business opportunities. We also will experience
competition from other public reporting companies, many of which may have more funds available for such opportunities.
Effect of Existing or Probable Governmental Regulations on
Business
We are subject to the Sarbanes-Oxley Act of 2002. This Act creates
a strong and independent accounting oversight board, the Public Companies Accounting and Oversight Board, to oversee the conduct
of auditors of public companies and to strengthen auditor independence. It also requires steps to enhance the direct responsibility
of senior members of management for financial reporting and for the quality of financial disclosures made by public companies;
establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts;
creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’
auditors; prohibits certain insider trading during pension fund blackout periods; and establishes a federal crime of securities
fraud, among other provisions.
We are subject to the Exchange Act of 1934 and are required to file
annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely
disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets
other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K. We are also subject to Section
14(a) of the Exchange Act which requires the Company to comply with the rules and regulations of the SEC regarding proxy solicitations,
as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting of stockholders or pursuant
to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation
14A; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies
of this information are forwarded to our stockholders.
Our securities are subject to open market trading restrictions because
we are a shell company. Under subparagraph (i) of Rule 144, no sales of “restricted securities” issued by the Company
while we are a shell company can be publicly sold for at least one year from the date when we file the Form 10 information about
any acquisition, reorganization or merger that results in the Company no longer being considered a shell company. These restrictions
may inhibit our ability to issue common stock in lieu of cash for services.
Employees
We currently have no employees. Our management expects to confer
with consultants, attorneys and accountants as necessary. We do not anticipate a need to engage any full-time employees so long
as we are seeking and evaluating business opportunities. We will determine the need for employees based upon a specific business
opportunity, if any.
Available Information
We currently do not have a Company website.