U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB

[X]   Annual  report  pursuant to section  13  or  15(d)  of  the
Securities  Exchange  Act  of 1934  for  the  fiscal  year  ended
December 31, 1999, or

[ ]   Transition report pursuant to section 13 or 15(d)  of
the  Securities  Exchange act of 1934 for the  transition  period
from        to

                 Commission File No.  33-3583-S

                  PRESTIGE CAPITAL CORPORATION
   (Name of Small Business Issuer as specified in its charter)
                 (Formerly Hood Ventures, Inc.)

            Nevada                          93-0945181
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)

     311 South State, Suite 400, Salt Lake City, Utah 84111
      (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:  (801) 364-9262

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None

Check  whether  the issuer (1) filed all reports required  to  be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer was required to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes [X] No [ ]

Check  if there is no disclosure of delinquent filers in response
to  Item  405  of Regulation S-B in this form, and no  disclosure
will  be  contained,  to the best of registrant's  knowledge,  in
definitive  proxy  or  information  statements  incorporated   by
reference  in  Part III of this Form 10-KSB or any  amendment  to
this Form 10-KSB.  [X]

The Registrant's revenues for its most recent fiscal year:  $0.

The   aggregate  market  value  of  voting  stock  held  by  non-
affiliates:   As  of the date this report is filed  there  is  no
public  market  for  the  common stock  of  the  issuer,  so  the
aggregate market value of such stock is $0.

As of December 31, 1999, the Registrant had outstanding 9,680,000
shares of Common Stock, par  value $0.001.

Documents incorporated by reference:  None.

<PAGE>
                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                     Page

Part I

1.   Description of Business                                    3

2.   Description of Properties                                  7

3.   Legal Proceedings                                          7

4.   Submission of Matters to a Vote of Security Holders        7

Part II

5.    Market  for  Common Equity and  Related  Stockholder      7
Matters

6.   Management's  Discussion and Analysis  of  Financial       8
     Condition and Results of Operations

7.   Financial Statements                                       8

8.   Changes in and Disagreements with Accountants              8
     on Accounting and Financial Disclosure

Part III

9.   Directors, Executive Officers, Promoters and Control       9
     Persons;  Compliance  with  Section  16(a)  of  the
     Exchange Act

10.  Executive Compensation                                    10

11.  Security Ownership of Certain Beneficial Owners  and      10
     Management

12.  Certain Relationships and Related Transactions            12

13.  Exhibits and Reports on Form 8-K                          13

                                2
<PAGE>

                FORWARD-LOOKING STATEMENT NOTICE

     When used in this report, the words "may," "will," "expect,"
"anticipate,"  "continue," "estimate," "project,"  "intend,"  and
similar  expressions  are  intended to  identify  forward-looking
statements  within the meaning of Section 27a of  the  Securities
Act  of  1933 and Section 21e of the Securities Exchange  Act  of
1934 regarding events, conditions, and financial trends that  may
affect   the  Company's  future  plans  of  operations,  business
strategy,  operating  results, and financial  position.   Persons
reviewing  this  report  are cautioned that  any  forward-looking
statements  are  not  guarantees of future  performance  and  are
subject  to  risks and uncertainties and that actual results  may
differ  materially from those included within the forward-looking
statements  as  a  result of various factors.  Such  factors  are
discussed  under the headings "Item 1.  Description of Business,"
and  "Item  6.  Management's Discussion and Analysis of Financial
Condition  and  Results of Operations," and also include  general
economic  factors and conditions that may directly or  indirectly
impact   the   Company's  financial  condition  or   results   of
operations.

                             PART I

                ITEM 1.  DESCRIPTION OF BUSINESS

General

For  the  past four years the Company has had no active  business
operations,  and  has been seeking to acquire an  interest  in  a
business  with  long-term  growth  potential.   The  Company  was
originally formed as a Utah corporation in February 1986.  It has
been  an  inactive  shell corporation for at least  the  past  10
years.   In  January 1999, the stockholders approved a change  in
domicile  of  the Company from Utah to Nevada, and in  connection
therewith  a  change  in the Company's name to  Prestige  Capital
Corporation.

The  Company  currently  has  no  commitment  or  arrangement  to
participate  in a business and cannot now predict  what  type  of
business it may enter into or acquire.  It is emphasized that the
business  objectives discussed herein are extremely  general  and
are  not  intended  to be restrictive on the  discretion  of  the
Company's management.

In  September of 1999 the Company converted its notes payable  in
the  principal amount of $46,000, accrued interest  and  services
rendered  to  common stock at the rate of $0.01 per share,  or  a
total  of 9,300,000 shares.  The holders of the notes were  Sonos
Management Corporation and Glen Ulmer, an officer and director.

Selection of a Business

The  Company anticipates that businesses for possible acquisition
will  be referred by various sources, including its officers  and
directors,   professional  advisors,  securities  broker-dealers,
venture  capitalists,  members of the  financial  community,  and
others  who may present unsolicited proposals.  The Company  will
not  engage  in  any  general solicitation or advertising  for  a
business opportunity, and will rely on personal contacts  of  its
officers  and directors and their affiliates, as well as indirect
associations  between  them and other business  and  professional
people.   By  relying  on "word of mouth",  the  Company  may  be
limited  in the number of potential acquisitions it can identify.
While  it  is  not  presently anticipated that the  Company  will
engage  unaffiliated professional firms specializing in  business
acquisitions  or reorganizations, such firms may be  retained  if
management deems it in the best interest of the Company.

                                3
<PAGE>

Compensation  to a finder or business acquisition firm  may  take
various  forms, including one-time cash payments, payments  based
on  a  percentage  of revenues or product sales volume,  payments
involving  issuance  of  securities  (including  those   of   the
Company),  or  any  combination of these  or  other  compensation
arrangements.  Consequently, the Company is currently  unable  to
predict the cost of utilizing such services.

The  Company  will  not  restrict its search  to  any  particular
business,  industry,  or  geographical location,  and  management
reserves  the  right  to  evaluate and enter  into  any  type  of
business in any location.  The Company may participate in a newly
organized business venture or a more established company entering
a  new  phase  of  growth  or in need of  additional  capital  to
overcome  existing financial problems.  Participation  in  a  new
business  venture entails greater risks since in  many  instances
management  of such a venture will not have proved  its  ability,
the  eventual  market of such venture's product or services  will
likely  not be established, and the profitability of the  venture
will  be  unproved  and cannot be predicted accurately.   If  the
Company  participates in a more established  firm  with  existing
financial  problems,  it may be subjected  to  risk  because  the
financial  resources  of  the Company  may  not  be  adequate  to
eliminate  or reverse the circumstances leading to such financial
problems.

In  seeking  a business venture, the decision of management  will
not  be  controlled  by  an  attempt to  take  advantage  of  any
anticipated   or   perceived  appeal  of  a  specific   industry,
management group, product, or industry, but will be based on  the
business  objective of seeking long-term capital appreciation  in
the real value of the Company.

The analysis of new businesses will be undertaken by or under the
supervision   of  the  officers  and  directors.   In   analyzing
prospective businesses, management will consider, to  the  extent
applicable,  the available technical, financial,  and  managerial
resources;  working capital and other prospects for  the  future;
the  nature of present and expected competition; the quality  and
experience of management services which may be available and  the
depth  of  that  management; the potential for further  research,
development,  or  exploration;  the  potential  for  growth   and
expansion;  the  potential  for  profit;  the  perceived   public
recognition  or  acceptance of products, services,  or  trade  or
service marks; name identification; and other relevant factors.

The  decision to participate in a specific business may be  based
on  management's  analysis of the quality  of  the  other  firm's
management  and personnel, the anticipated acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological
changes,   and  other  factors  which  are  difficult,   if   not
impossible,  to  analyze through any objective criteria.   It  is
anticipated that the results of operations of a specific firm may
not  necessarily be indicative of the potential  for  the  future
because  of  the  requirement  to substantially  shift  marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.

The  Company  will  analyze  all available  factors  and  make  a
determination  based on a composite of available  facts,  without
reliance  on  any  single factor.  The period  within  which  the
Company  may  participate in a business cannot be  predicted  and
will  depend  on  circumstances  beyond  the  Company's  control,
including  the availability of businesses, the time required  for
the  Company  to  complete  its  investigation  and  analysis  of
prospective  businesses, the time required to prepare appropriate
documents    and   agreements   providing   for   the   Company's
participation, and other circumstances.

                                4
<PAGE>

Acquisition of a Business

In   implementing   a   structure  for  a   particular   business
acquisition,  the  Company  may  become  a  party  to  a  merger,
consolidation,  or other reorganization with another  corporation
or  entity; joint venture; license; purchase and sale of  assets;
or  purchase and sale of stock, the exact nature of which  cannot
now  be  predicted.  Notwithstanding the above, the Company  does
not  intend to participate in a business through the purchase  of
minority  stock positions.  On the consummation of a transaction,
it  is likely that the present management and shareholders of the
Company  will not be in control of the Company.  In  addition,  a
majority  or all of the Company's directors may, as part  of  the
terms  of the acquisition transaction, resign and be replaced  by
new directors without a vote of the Company's shareholders.

In  connection with the Company's acquisition of a business,  the
present  shareholders  of  the Company,  including  officers  and
directors, may, as a negotiated element of the acquisition,  sell
a  portion or all of the Company's Common Stock held by them at a
significant  premium  over  their  original  investment  in   the
Company.   It  is  not  unusual  for  affiliates  of  the  entity
participating  in  the  reorganization to negotiate  to  purchase
shares  held by the present shareholders in order to  reduce  the
number  of  "restricted securities" held  by  persons  no  longer
affiliated  with  the  Company and thereby reduce  the  potential
adverse impact on the public market in the Company's Common Stock
that could result from substantial sales of such shares after the
restrictions  no  longer  apply.  As  a  result  of  such  sales,
affiliates   of   the  entity  participating  in   the   business
reorganization with the Company would acquire a higher percentage
of  equity  ownership in the Company. Public investors  will  not
receive  any  portion of the premium that  may  be  paid  in  the
foregoing circumstances.  Furthermore, the Company's shareholders
may  not be afforded an opportunity to approve or consent to  any
particular stock buy-out transaction.

In  the  event  sales  of shares by present shareholders  of  the
Company,  including  officers  and  directors,  is  a  negotiated
element of a future acquisition, a conflict of interest may arise
because  directors  will be negotiating for  the  acquisition  on
behalf of the Company and for sale of their shares for their  own
respective accounts.  Where a business opportunity is well suited
for  acquisition by the Company, but affiliates of  the  business
opportunity impose a condition that management sell their  shares
at  a  price  which is unacceptable to them, management  may  not
sacrifice  their financial interest for the Company  to  complete
the  transaction.   Where the business opportunity  is  not  well
suited,  but  the  price offered management for their  shares  is
high,  management  will be tempted to effect the  acquisition  to
realize  a  substantial  gain on their  shares  in  the  Company.
Management has not adopted any policy for resolving the foregoing
potential  conflicts, should they arise, and does not  intend  to
obtain  an  independent appraisal to determine whether any  price
that  may be offered for their shares is fair.  Stockholders must
rely,  instead,  on the obligation of management to  fulfill  its
fiduciary  duty under state law to act in the best  interests  of
the Company and its stockholders.

It  is  anticipated  that  any  securities  issued  in  any  such
reorganization  would be issued in reliance  on  exemptions  from
registration under applicable federal and state securities  laws.
In  some circumstances, however, as a negotiated element  of  the
transaction,  the Company may agree to register  such  securities
either  at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms
of such registration rights and the number of securities, if any,
which  may be registered cannot be predicted, it may be  expected
that   registration  of  securities  by  the  Company  in   these
circumstances  would entail substantial expense to  the  Company.
The  issuance  of  substantial additional  securities  and  their
potential  sale into any trading market that may develop  in  the
Company's securities may have a depressive effect on such market.

                                5
<PAGE>

While the actual terms of a transaction to which the Company  may
be  a  party  cannot  be predicted, it may be expected  that  the
parties  to  the business transaction will find it  desirable  to
structure  the acquisition as a so-called "tax-free" event  under
sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
"Code").  In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired
business  to own 80% or more of the voting stock of the surviving
entity.   In  such event, the shareholders of the  Company  would
retain less than 20% of the issued and outstanding shares of  the
surviving entity.  Section 368(a)(1) of the Code provides for tax-
free   treatment  of  certain  business  reorganizations  between
corporate  entities  where  one corporation  is  merged  with  or
acquires   the  securities  or  assets  of  another  corporation.
Generally, the Company will be the acquiring corporation in  such
a  business  reorganization,  and  the  tax-free  status  of  the
transaction  will  not  depend on the issuance  of  any  specific
amount  of  the Company's voting securities.  It is not uncommon,
however,  that as a negotiated element of a transaction completed
in  reliance  on  section  368, the acquiring  corporation  issue
securities  in  such  an  amount that  the  shareholders  of  the
acquired corporation will hold 50% or more of the voting stock of
the  surviving  entity.   Consequently, there  is  a  substantial
possibility  that  the  shareholders of the  Company  immediately
prior to the transaction would retain less than 50% of the issued
and  outstanding  shares  of  the surviving  entity.   Therefore,
regardless  of the form of the business acquisition,  it  may  be
anticipated   that   stockholders  immediately   prior   to   the
transaction  will  experience a significant  reduction  in  their
percentage of ownership in the Company.

Notwithstanding  the  fact that the Company  is  technically  the
acquiring   entity  in  the  foregoing  circumstances,  generally
accepted accounting principles will ordinarily require that  such
transaction be accounted for as if the Company had been  acquired
by  the other entity owning the business and, therefore, will not
permit  a  write-up in the carrying value of the  assets  of  the
other company.

The  manner in which the Company participates in a business  will
depend  on  the nature of the business, the respective needs  and
desires of the Company and other parties, the management  of  the
business,  and the relative negotiating strength of  the  Company
and such other management.

The  Company  will  participate in  a  business  only  after  the
negotiation  and  execution  of appropriate  written  agreements.
Although  the  terms  of  such agreements  cannot  be  predicted,
generally  such  agreements will require specific representations
and  warranties  by  all  of the parties  thereto,  will  specify
certain  events of default, will detail the terms of closing  and
the  conditions  which must be satisfied by each of  the  parties
prior  to such closing, will outline the manner of bearing  costs
if  the  transaction is not closed, will set  forth  remedies  on
default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The  Company's operation following its acquisition of a  business
will  be dependent on the nature of the business and the interest
acquired.   The Company is unable to predict whether the  Company
will  be in control of the business or whether present management
will be in control of the Company following the acquisition.   It
may  be  expected that the business will present  various  risks,
which cannot be predicted at the present time.

Governmental Regulation

It is impossible to predict the government regulation, if any, to
which  the  Company  may  be subject until  it  has  acquired  an
interest  in  a  business.  The use of assets and/or  conduct  of
businesses  that  the  Company may acquire could  subject  it  to
environmental,  public health and safety,  land  use,  trade,  or
other  governmental regulations and state or local taxation.   In
selecting a business in which to acquire an

                                6
<PAGE>

interest, management will endeavor to ascertain, to the extent of
the  limited  resources  of  the Company,  the  effects  of  such
government regulation on the prospective business of the Company.
In  certain circumstances, however, such as the acquisition of an
interest  in a new or start-up business activity, it may  not  be
possible  to  predict with any degree of accuracy the  impact  of
government regulation.  The inability to ascertain the effect  of
government  regulation  on a prospective business  activity  will
make  the  acquisition of an interest in such business  a  higher
risk.

Competition

The  Company will be involved in intense competition  with  other
business  entities,  many of which will have a  competitive  edge
over  the Company by virtue of their stronger financial resources
and prior experience in business.  There is no assurance that the
Company will be successful in obtaining suitable investments.

Employees

The  Company is a development stage company and currently has  no
employees.  Executive officers, who are not compensated for their
time  contributed to the Company, will devote only such  time  to
the  affairs  of the Company as they deem appropriate,  which  is
estimated  to  be  approximately 20 hours per month  per  person.
Management  of the Company expects to use consultants, attorneys,
and  accountants as necessary, and does not anticipate a need  to
engage  any  full-time employees so long as  it  is  seeking  and
evaluating  businesses.   The  need  for  employees   and   their
availability  will  be addressed in connection  with  a  decision
whether  or not to acquire or participate in a specific  business
industry.

               ITEM 2.  DESCRIPTION OF PROPERTIES

The  Company utilizes office space at 311 South State, Suite 400,
Salt  Lake  City, Utah 84111, provided by Lynn Dixon, a principal
shareholder.   The  Company does not pay  rent  for  this  office
space.

                   ITEM 3.  LEGAL PROCEEDINGS

The  Company is not a party to any legal proceedings, and to  the
best  of  its  knowledge, no such proceedings by or  against  the
Company have been threatened.

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders in the
fourth quarter of 1999.

                            PART III

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There  has been no public trading market for the Company's common
stock  for at least the past ten years.  Following the filing  of
this  report,  the  Company  will seek  out  one  or  more  stock
brokerage  firms to make a market in the Company's  common  stock
and  submit an application for quotation of the Company's  common
stock  on  the  OTC  Bulletin  Board  operated  by  the  National
Association  of  Securities Dealers, Inc., or the  "Pink  Sheets"
operated by the National Quotation Bureau.  There is no assurance
that a trading market in the common stock will be established  in
the future.

                                7
<PAGE>

Since its inception, no dividends have been paid on the Company's
common stock.  The Company intends to retain any earnings for use
in  its  business  activities, so it is  not  expected  that  any
dividends  on the common stock will be declared and paid  in  the
foreseeable future.

On  December  31, 1999, there were approximately  78  holders  of
record of the Company's Common Stock.

   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                            CONDITION
                    AND RESULTS OF OPERATIONS

Results of Operations

Years Ended December 31, 1999 and 1998

The  Company  had  no  revenue during the last  two  years.   The
Company  had  general and administrative expenses of  $34,700  in
1999  and  $9,355  in 1998.  General and administrative  expenses
during  1999  and  1998  consisted of fees and  related  expenses
associated  with  reviving the Company.  In  1999  and  1998  the
Company   recognized  interest  expense  of  $2,491  and  $2,000,
respectively,  which represents interest on two  obligations,  in
the   principal  amount  of  $26,000  owed  to  Sonos  Management
Corporation, and in the principal amount of $20,000 owed to  Glen
Ulmer.   The Company realized a net loss of $37,191 in  1999  and
$11,355  in  1998.  The Company does not expect to  generate  any
revenue  unless and until it acquires an interest in an operating
company.

Liquidity and Capital Resources

At  December 31, 1999, the Company had working capital of $2,623.
Management believes its working capital is adequate to  meet  its
immediate needs, but may need additional working capital if it is
unable  to  locate a business venture in which to participate  by
the  end  of  2000.  The Company's current plan is to handle  the
administrative  and reporting requirements of a  public  company;
and  search for potential businesses, products, technologies  and
companies  for  acquisition.   At present,  the  Company  has  no
understandings,  commitments or agreements with  respect  to  the
acquisition  of any business, product, technology or company  and
there can be no assurance that the Company will identify any such
business, product, technology or company suitable for acquisition
in  the  future.   Further, there can be no  assurance  that  the
Company  would  be successful in consummating any acquisition  on
favorable terms or that it will be able to profitably manage  the
business,  product,  technology  or  company  it  acquires.   The
Company's  ability  to  pursue  its  plan  is  dependent  on  the
continued  forbearance  of  its affiliated  creditors  and  their
willingness to advance additional funds to the Company as needed.

                  ITEM 7.  FINANCIAL STATEMENTS

The financial statements of the Company appear at the end of this
report beginning with the Index to Financial Statements on page F-
1.

    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants
in the past four years.

                                8
<PAGE>

                            PART III

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                            PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers

The  following  table sets forth the names, ages,  and  positions
with  the Company for each of the directors and officers  of  the
Company.


Name                Age  Positions                       Since

Pamela L. Jowett    47   President and Director           1999

Paul W. Nielsen     79   Vice President and Director      1989

George P. Horton    66   Secretary/ Treasurer and         1989
                         Director

All  directors  hold  office until the  next  annual  meeting  of
stockholders and until their successors are elected and  qualify.
Officers serve at the discretion of the Board of Directors.

The  following is information on the business experience of  each
director and officer.

Pamela  L.  Jowett has been self-employed for over the past  five
years  as  a nail technician.  Ms. Jowett is currently a director
of several public companies.

Paul  W.  Nielsen has been retired since 1984.   Mr.  Nielsen  is
currently  serving as an officer of Prestige Capital  Corporation
and Fashion Tech International, Inc.

George  R.  Horton  is a graduate of Brigham Young University  in
animal   husbandry  and  the  University  of  Utah  in  secondary
education.   Currently,  Mr.  Horton  is  serving  as  the  chief
executive officer of Sonos Management Corporation and MG Inc. and
the  secretary and treasurer of Fashion Tech International,  Inc.
and  Prestige  Capital  Corporation,  all  of  which  are  public
companies.

Other Shell Company Activities

Ms. Jowett, Mr. Nielsen and Mr. Horton are currently officers and
directors of Fashion Tech International, Inc.  Ms. Jowett  is  an
officer  and  director  of Business Valet Services,  Inc.,  First
Growth  Investors, Inc., and Digital Home Theater  Systems,  Inc.
Mr.  Horton  is  an officer and director of MG Inc.  All  of  the
aforementioned  companies  are  shell  corporations   seeking   a
business   acquisition  and  are  non-reporting,  publicly   held
corporations, except for Fashion Tech International, Inc.,  which
is  a reporting company.  The possibility exists that one or more
of  the  officers  and  directors of  the  Company  could  become
officers and/or directors of other shell companies in the future,
although they have no intention of doing so at the present  time.
Certain  conflicts of interest are inherent in the  participation
of  the  Company's officers and directors as management in  other
shell  companies, which may be difficult, if not  impossible,  to
resolve  in  all  cases  in the best interests  of  the  Company.
Failure  by management to conduct the Company's business  in  its
best  interests  may  result in liability of  management  of  the
Company to the shareholders.

                                9
<PAGE>

                ITEM 10.  EXECUTIVE COMPENSATION

The  Company  has  no  agreement  or  understanding,  express  or
implied, with any officer, director, or principal stockholder, or
their  affiliates  or associates, regarding employment  with  the
Company  or  compensation for services. There is no understanding
between the Company and any of its present stockholders regarding
the  sale of a portion or all of the common stock currently  held
by  them  in  connection  with any future  participation  by  the
Company in a business.  There are no other plans, understandings,
or arrangements whereby any of the Company's officers, directors,
or   principal  stockholders,  or  any  of  their  affiliates  or
associates,  would  receive  funds, stock,  or  other  assets  in
connection  with the Company's participation in a  business.   No
advances have been made or contemplated by the Company to any  of
its  officers, directors, or principal stockholders,  or  any  of
their affiliates or associates.

There is no policy that prevents management from adopting a  plan
or  agreement in the future that would provide for cash or  stock
based compensation for services rendered to the Company.

On  acquisition  of  a  business, it  is  possible  that  current
management will resign and be replaced by persons associated with
the  business  acquired, particularly if the Company participates
in   a  business  by  effecting  a  stock  exchange,  merger,  or
consolidation.   In  the  event  that  any  member   of   current
management  remains after effecting a business acquisition,  that
member's time commitment and compensation will likely be adjusted
based  on  the  nature  and location of  such  business  and  the
services required, which cannot now be foreseen.

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                           MANAGEMENT

The  following table sets forth as of October 1, 1999, the number
and  percentage of the outstanding shares of common stock  which,
according  to  the  information supplied  to  the  Company,  were
beneficially owned by (i) each person who is currently a director
of  the  Company, (ii) each executive officer, (iii) all  current
directors  and executive officers of the Company as a  group  and
(iv)  each  person who, to the knowledge of the Company,  is  the
beneficial owner of more than 5% of the outstanding common stock.
Except  as  otherwise indicated, the persons named in  the  table
have sole voting and dispositive power with respect to all shares
beneficially  owned,  subject to community  property  laws  where
applicable.

                               10
<PAGE>

                                  Common              Percent of
                                  Shares                Class

Principal Stockholders

Lynn Dixon                        930,600                9.6
311 S. State Street, Suite 465
Salt Lake City, UT 84111

Sonos Management Corporation. (1) 668,900                6.9
1340 East 1300 North
Springville, UT 84663

Melissa Epperson                  834,600                8.6
34 North Fox Hill Road
North Salt Lake, UT 84054

Pam Jowett                        834,600                8.6
2508 South 1300 East
Salt Lake City, UT 84106

Trinity American Corporation      834,600                8.6
800 Kings Hwy. North, Suite 900
Cherry Hill, NJ 08034

D. Greg Steinicke                907,620                9.4
5616 South 2775 West
Salt Lake City, UT 84118

James Purser                     907,620                9.4
3353 South 1300 East
Salt Lake City, UT 84106

L Mark Pratt                     907,620                9.4
485 West 4800 South
Salt Lake City, UT 84123

Clair Olson                      907,620                9.4
768 Gull Avenue
Foster City, CA 94404

Jason F. Williams                907,620                9.4
544 South 50 West
Farmington, UT 84025

Robsal, Inc.                     834,600                8.6
2472 Broadway, Suite 137
New York, NY 10025

                               11
<PAGE>

Officers and Directors

Pamela L. Jowett                 834,600                8.6

Paul W. Nielsen                   15,000                0.15

George R. Horton (1)             678,900                 .10

All officers and directors as                           7.15
 A group (3 persons)

(1)   Mr.  Horton  is  the President and sole director  of  Sonos
Management  Corporation, but is not a stockholder.   Accordingly,
Mr.  Horton  may  be deemed to have shared voting and  investment
control of such shares.

    ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Glen R. Ulmer, a former officer and director of the Company, made
a loan to the Company in 1999 in the amount of $20,000.  The loan
bears  interest  at the rate of eight percent per  annum  and  is
payable on demand.  Additional loans were made to the Company  in
1989  and  1998 by Sonos Management Corporation in the amount  of
$26,000,  which  are payable on demand and bear interest  at  the
rate  of eight percent per annum.  The proceeds of the loans were
and  will  be  used  to revive the Company and  cover  the  costs
associated  with  bringing its reporting  obligations  under  the
Securities Exchange Act of 1934 current.

In  September  1999 Sonos Management Corporation and  Glen  Ulmer
converted  the  principal  amount  of  their  notes  and  accrued
interest to common stock at a conversion rate of $0.01 per share,
or  a total of 9,300,000.  As a result of the transactions, these
parties   acquired  approximately  96.2%  of   the   issued   and
outstanding common stock of the Company.  Subsequent to the  note
conversions, Sonos Management Corporation and Glen Ulmer  sold  a
portion   of   the   shares  received  in  privately   negotiated
transactions  to  10  persons, who are  listed  under  "Item  11.
Security Ownership of Certain Beneficial Owners and Management."

                               12
<PAGE>

                            ITEM 13.
                EXHIBITS AND REPORTS ON FORM 8-K

      Copies  of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.

Exhibits.

Exhibit    SEC Ref.    Title of Document                     Location
  No.      No.

  1      (3)(i)  Articles of Incorporation                       *

  2     (3)(ii)  By-Laws                                         *

  3       (2)    Articles of Merger                              *

  4       (10)   Promissory  Note/  Sonos   (formerly            *
                 Southwick, Inc.)
  5       (10)   Promissory  Note/  Sonos  Management            *
                 Corp.
  6       (10)   Promissory Note/ Ulmer                          *

  7       (27)   Financial Data Schedules                       **

*    These exhibits are incorporated herein by this reference to
the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998, filed with the Securities and Exchange
Commission on November 29, 1999.

**    The  Financial  Data  Schedule is  presented  only  in  the
electronic filing with the Securities and Exchange Commission.

FORM 8-K FILINGS

No reports on Form 8-K were filed in the last calendar quarter of
1999.

                           SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act,
the  registrant caused this report to be signed on its behalf  by
the undersigned thereunto duly authorized.

                                   PRESTIGE CAPITAL CORPORATION


Date: March 30, 2000              By:/s/ Pamela L. Jowett
                                         Pamela L. Jowett, President

                               13
<PAGE>

      In  accordance with the Exchange Act, this report has  been
signed  by the following persons on behalf of the registrant  and
in the capacities and on the dates indicated.


Dated: March 30, 2000            /s/ Pamela L. Jowett
                                     Pamela L. Jowett, Director


Dated: March 30, 2000            /s/ Paul W. Nielsen
                                     Paul W. Nielsen, Director


Dated: March 30, 2000            /s/ George R. Horton
                                     George R. Horton, Director


                               14
<PAGE>


                  PRESTIGE CAPITAL CORPORATION
                  (A Development Stage Company)

                      Financial Statements

                   December 31, 1999 and 1998

                            CONTENTS


Independent Auditors' Report                                  F-2

Balance Sheet                                                 F-3

Statements of Operations                                      F-4

Statements of Stockholders' Equity                            F-5

Statements of Cash Flows                                      F-8

Notes to the Financial Statements                            F-11


                               F-1
<PAGE>





                INDEPENDENT AUDITORS' REPORT


The Board of Directors
Prestige Capital Corporation
(A Development Stage Company)
Salt Lake City, Utah

We  have  audited the accompanying balance sheet of  Prestige
Capital  Corporation  (a development  stage  company)  as  of
December  31, 1999, and the related statements of operations,
stockholders'  equity  and cash flows  for  the  years  ended
December 31, 1999 and 1998 and from inception on February  7,
1986  through December 31, 1999.  These financial  statements
are  the  responsibility  of the Company's  management.   Our
responsibility  is to express an opinion on  these  financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform  the  audit  to  obtain  reasonable  assurance  about
whether   the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test  basis,
evidence  supporting  the  amounts  and  disclosures  in  the
financial  statements.  An audit also includes assessing  the
accounting principles used and significant estimates made  by
management,  as  well  as evaluating  the  overall  financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to  above
present  fairly,  in  all  material respects,  the  financial
position of Prestige Capital Corporation (a development stage
company)  as  of  December 31, 1999, and the results  of  its
operations  and  its cash flows for the years ended  December
31,  1999  and  1998 and from inception on February  7,  1986
through  December  31,  1999, in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial statements  have  been  prepared
assuming  that the Company will continue as a going  concern.
As  discussed  in  Note  3 to the financial  statements,  the
Company  is  a development stage company with no  significant
operating  results  to date, which raises  substantial  doubt
about   its   ability  to  continue  as  a   going   concern.
Management's  plans  with regard to these  matters  are  also
described  in  the Note 3.  The financial statements  do  not
include any adjustments that might result from the outcome of
this uncertainty.



Jones, Jensen & Company
Salt Lake City, Utah
February 21, 2000

                             F-2
<PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  (A Development Stage Company)
                          Balance Sheet


                             ASSETS

                                                               December 31,
                                                                   1999

CURRENT ASSETS

 Cash                                                         $    3,066

  Total Current Assets                                             3,066

  TOTAL ASSETS                                                $    3,066


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                            $      443

  Total Current Liabilities                                         443

  Total Liabilities                                                 443

STOCKHOLDERS' EQUITY

Common stock authorized:  50,000,000 common shares at $0.001
 par value; 9,680,000 shares issued and outstanding               9,680
Capital in excess of par value                                  352,287
Deficit accumulated during the development stage               (359,344)

  Total Stockholders' Equity                                      2,623

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $    3,066

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

                               F-3
<PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  (A Development Stage Company)
                    Statements of Operations

                                                                   From
                                                               Inception on
                                               For the           February 7,
                                            Years Ended        1986 Through
                                            December 31,         December 31,
                                       1999            1998          1999

REVENUES                             $      -       $     -      $      -

EXPENSES

 General and administrative            34,700         9,355        87,922
 Interest expense                       2,491         2,000        21,422

  Total Expenses                       37,191        11,355       109,344

DISPOSAL OF ASSETS                          -             -       250,000

NET LOSS                           $  (37,191)    $ (11,355)     (359,344)

BASIC LOSS PER SHARE               $    (0.01)    $   (0.03)

WEIGHTED AVERAGE NUMBER
 OF SHARES                          3,480,000       370,000


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

                               F-4
<PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  (A Development Stage Company)
               Statements of Stockholders' Equity

                                                                      Deficit
                                                                    Accumulated
                                                         Capital in   During the
                                         Common Stock     Excess of  Development
                                        Shares   Amount   Par Value     Stage

Balance from inception on
 February  7, 1986                           -  $       -  $       - $       -

February 7, 1986, common stock
 issued to officers at $0.003 per
 share for cash                      1,500,000      1,500      3,500         -

March 16, 1987, common stock
 issued to public at $1.67 per
 share for cash                       150,000         150    249,850         -

Stock issuance costs                        -           -    (46,133)        -

Reduction of insider shares        (1,400,000)     (1,400)     1,400         -

July 21, 1989, common stock
 issued to shareholder at $0.50
 per share for film recorded at
 predecessor cost                     120,000         120     59,880         -

Net loss for the period from
 inception on February 7, 1986
 through  December 31, 1995                 -           -          -  (306,798)

Balance, December 31, 1995            370,000         370     268,497 (306,798)

Net loss for the year ended
  December  31,  1996                       -           -           -   (2,000)

Balance, December 31, 1996            370,000         370     268,497 (308,798)

Net loss for the year ended
  December  31,  1997                       -           -          -    (2,000)

Balance, December 31, 1997            370,000    $    370  $ 268,497 $(310,798)

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

                               F-5
<PAGE>

                 PRESTIGE CAPITAL CORPORATION
                 (A Development Stage Company)
        Statements of Stockholders' Equity (Continued)


                                                                       Deficit
                                                                     Accumulated
                                                        Capital in   During the
                                        Common Stock     Excess of   Development
                                    Shares      Amount   Par Value      Stage

Balance, December 31, 1997         370,000    $    370  $  268,497  $ (310,798)

December 31, 1998, common
 stock issued for cash at $0.01
 per share                          10,000         10          90            -

Net loss for the year ended
 December 31, 1998                       -          -           -      (11,355)

Balance, December 31, 1998         380,000        380     268,587     (322,153)

September 14, 1999, common
 stock issued for debt and
 services at $0.01 per share     9,300,000      9,300     83,700             -

Net loss for the year ended
 December 31, 1999                       -          -          -       (37,191)

Balance, December 31, 1999       9,680,000   $  9,680  $ 352,287   $  (359,344)

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

                              F-6
<PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  (A Development Stage Company)
                    Statements of Cash Flows

                                                                      From
                                                                   Inception on
                                                  For the           February 7,
                                                Years Ended       1986 Through
                                               December 31,       December 31,
                                            1999         1998          1999

CASH FLOWS FROM OPERATING
 ACTIVITIES

Net loss                                    $ (37,191)  $ (11,355) $  (359,344)
Adjustments to reconcile net loss to net
 cash provided (used) by operating activities:
Loss from disposal of assets                        -           -      250,000
Stock issued for services                      25,521           -       25,521
Changes in operating assets and
 liability accounts:
 Increase (decrease) in accounts payable       (7,912)      8,355          443
 Increase (decrease) in accrued interest        2,548       2,000       21,479
 (Increase) in inventory                            -           -     (165,000)

  Net Cash (Used) by Operating Activities     (17,034)     (1,000)    (226,901)

CASH FLOWS FROM INVESTING ACTIVITIES                -           -            -

CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from notes payabl -related party     20,000       1,000       21,000
 Issuance of common stock for cash                  -         100      208,967

 Net Cash Provided by Financing Activities     20,000       1,100      229,967

NET INCREASE (DECREASE) IN CASH                 2,966         100        3,066

CASH AT BEGINNING OF PERIOD                       100           -            -

CASH AT END OF PERIOD                       $   3,066     $   100   $    3,066

CASH PAYMENTS FOR:

 Income taxes                               $       -     $     -   $        -
 Interest                                   $       -     $     -   $        -

NON-CASH FINANCING ACTIVITIES:

 Issuance of stock for inventory            $       -     $     -   $   60,000
 Issuance of note payable for inventory     $       -     $     -   $   25,000
 Issuance of stock for notes payable and
   accrued interest                         $  67,479     $     -   $   67,479
 Issuance of stock for services             $  25,521     $     -   $   25,521

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

                               F-7
<PAGE>
                  PRESTIGE CAPITAL CORPORATION
                  (A Development Stage Company)
                Notes to the Financial Statements
                        December 31, 1999

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.  Organization

       Prestige Capital Corporation (the Company) was originally
       incorporated on February 7, 1986, as a Utah  Corporation
       under the name of Hood Ventures, Inc.

       On  December 31, 1998, the name was changed to  Prestige
       Capital   Corporation.   On  December  31,  1998,   Hood
       Ventures,  Inc.  of  Utah merged with  Prestige  Capital
       Corporation,  a Nevada corporation, leaving  the  Nevada
       corporation as the surviving company.

       Currently,   the   Company  is  seeking   new   business
       opportunities believed to hold a potential profit or  to
       merge  with an existing company and is classified  as  a
       development stage company.

       b.  Accounting Method

       The Company's financial statements are prepared using the
       accrual method of accounting.  The Company has adopted a
       December 31 year end.

       c.  Basic Loss Per Share

       The computation of basic (loss) per share of common stock
       is based on the weighted average number of shares issued
       and  outstanding  during  the period  of  the  financial
       statements as follows:
                                                           December 31,
                                                    1999               1998

       Numerator - loss                         $  (37,191)        $  (11,355)
       Denominator - weighted average number of
         shares outstanding                      3,480,000            370,000

       Loss per share                           $    (0.01)        $    (0.03)

       d.  Use of Estimates

       The  preparation of financial statements  in  conformity
       with  generally accepted accounting principles  requires
       management to make estimates and assumptions that affect
       the  reported  amounts  of assets  and  liabilities  and
       disclosure of contingent assets and liabilities  at  the
       date of the financial statement and the reported amounts
       of  revenues  and expenses during the reporting  period.
       Actual results could differ from those estimates.

       e.  Cash Equivalents

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

                               F-8
<PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  (A Development Stage Company)
                Notes to the Financial Statements
                        December 31, 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       f.  Provision for Taxes

       At December 31, 1999, the Company had net operating loss
       carryforwards  of  approximately $359,000  that  may  be
       offset  against future taxable income through 2019.   No
       tax   benefit   has  been  reported  in  the   financial
       statements, because the potential tax benefits of the net
       operating  loss carryforwards are offset by a  valuation
       allowance of the same amount.

NOTE 2 -RELATED PARTY TRANSACTIONS

       From  time to time, the Company borrows money  from  its
       officers and directors as a necessary part of funding the
       Company's  continuing  operations.   These  transactions
       often show up as related party balances on the Company's
       books.  The terms of these transactions are equivalent to
       those of arms-length transactions.

       On  July  21, 1989, 120,000 shares of common stock  were
       issued to officers and directors of the Company for  the
       purchase of a film.

       On  September 14, 1999, 9,300,000 shares of common stock
       were  issued to related parties in exchange for debt  of
       $67,479 and services valued at $25,521.

NOTE 3 -GOING CONCERN

       The  Company's  financial statements are prepared  using
       generally accepted accounting principles applicable to a
       going  concern  which contemplates  the  realization  of
       assets  and  liquidation of liabilities  in  the  normal
       course of business.  However, the Company does not  have
       significant cash or other material assets, nor  does  it
       have  an  established source of revenues  sufficient  to
       cover its operating costs and to allow it to continue as
       a going concern.  It is the intent of the Company to seek
       a  merger with an existing, operating company.   In  the
       interim,  shareholders of the Company have committed  to
       meeting its minimal operating expenses.

NOTE 4 - REVERSE STOCK SPLIT

       On  May  12, 1987, the Board of Directors of the Company
       approved a 150-for-1 forward stock split and on December
       15, 1998, the Board of Directors of the Company approved
       a  1-for-500  reverse  stock split while  retaining  the
       authorized  shares at 50,000,000 and retaining  the  par
       value  at $0.001.  This change has been applied  to  the
       financial  statements  on a retroactive  basis  back  to
       inception of the Company.

                               F-9
<PAGE>