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, 2001, 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, 2001,  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 Matters                 7

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

7.    Financial Statements                                                     9

8.    Changes in and Disagreements with Accountants                            9
        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 Management          10

12.   Certain Relationships and Related Transactions                          12

13.   Exhibits and Reports on Form 8-K                                        12

Signatures                                                                    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.

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.

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.

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

                                       6
<PAGE>

governmental regulations and state or local taxation. In selecting a business in
which to acquire an 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  has no  corporate  office  space  under  lease at this  time,  but
currently operates out of space provided by Lynn Dixon, a principal shareholder,
at 311 South State,  Suite 400, Salt Lake City, Utah 84111. The costs associated
with the use of the telephone  and mailing  address are deemed by the Company to
be immaterial,  as the telephone and mailing address are used almost entirely by
Mr. Dixon for other business purposes. Mr. Dixon is under no legal obligation to
provide rent-free office space to the Company, and the Company does not pay rent
to Mr. Dixon.

                            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
2001.

                                    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

                                       7
<PAGE>

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.

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,  2001,  there were  approximately  80 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, 2001 and 2000

The Company generated no revenue from operations for the last two years. General
and  administrative  expenses  were  $4,753 in 2001 and  $7,983  in 2000,  which
consisted of administrative, legal, professional, accounting, auditing and other
related expenses  associated with the search for a prospective  business venture
to acquire and maintaining the Company's  reporting  status under the Securities
Exchange Act of 1934.

Due to the  foregoing,  the  Company  realized  a net  loss of  $4,753  in 2001,
compared to $7,983 in 2000.  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, 2001, the Company had $28 in cash,  $1,330 in accounts  payable,
and $8,811 in accounts  payable to a related  party giving the Company a working
capital deficit of $10,113.

The Company does not have sufficient cash to meet its operational  needs for the
next twelve months.  Management will attempt to raise additional capital through
advances from related parties, debt financing, equity financing or a combination
of financing options.  Currently,  there are no  understandings,  commitments or
agreements  for such an infusion of capital and there be no  assurances  to that
effect.  Unless the  Company  can obtain  additional  financing,  its ability to
continue as a going  concern is  doubtful.  The  Company's  need for capital may
change  dramatically  if and during  that  period,  it acquires an interest in a
business opportunity.

The  Company's  current  operating  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  venture,  and there can be no  assurance  that the Company will
identify a business  venture  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
any business venture it acquires.

                                       8
<PAGE>


                          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 14.

           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 two
years.

                                    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          49    President and Director                1999

Paul W. Nielsen           81    Vice President and Director           1989

George R. Horton          68    Secretary/ Treasurer and Director     1989

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. Ms Jowett has been  self-employed for over the past five years
as a nail  technician.  Ms.  Jowett is an officer or  director  of Fashion  Tech
International,  Inc. and First Growth Investors,  Inc., which are also reporting
companies.

Paul W.  Nielsen.  Mr.  Nielsen has been retired since 1984.  Mr.  Nielson is an
officer or director of the reporting company Fashion Tech International, Inc.

George R. Horton.  Mr. Horton received a degree in animal husbandry from Brigham
Young  University  in  1955,  and a  degree  in  secondary  education  from  the
University of Utah in 1959.  Since 1992, Mr. Horton has been the chief executive
officer of Sonos Management Corporation, a private holding and investment Nevada
corporation.  He has served since  February  1999, as an officer and director of
Fashion Tech  International,  Inc., which is a reporting public inactive "shell"
company.  He served as an officer and director of  Ventures-United,  Inc.,  from
1999 to January 2002, which is also a reporting public inactive "shell" company.

                                       9
<PAGE>


Other Shell Company Activities

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.  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.

                         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 at December 31, 2001,  the number and percentage
of the  9,680,000  shares of  outstanding  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.

Principal Stockholders               Common Stock           Percent of Class

Lynn Dixon                             930,600                    9.61
311 South State Street,
Suite 465
Salt Lake City, UT 84111

                                       10
<PAGE>


Melissa Epperson                       834,600                    8.62
34 North Fox Hill Road
North Salt Lake, UT 84054

George R. Horton (1) (2)               678,900                    6.91
1340 East 130 North
Springville, UT 84663

Pam Jowett (1)                         834,600                    8.62
2508 South 1300 East
Salt Lake City, UT 84106

Paul W. Nielsen (1)                     15,000                    0.15
11188 South Woodfield Road
South Jordan, UT 84095

Clair Olson                            907,620                    9.38
768 Gull Avenue
Foster City, CA 94404

L Mark Pratt                           907,620                    9.38
485 West 4800 South
Salt Lake City, UT 84123

James Purser                           907,620                    9.38
3353 South 1300 East
Salt Lake City, UT 84106

Robsal, Inc.                           834,600                    8.62
2472 Broadway, Suite 137
New York, NY 10025

Sonos Management Corporation           668,900                    6.91
1340 East 1300 North
Springville, UT 84663

D. Greg Steinicke                      907,620                    9.38
5616 South 2775 West
Salt Lake City, UT 84118

Trinity American Corporation           834,600                    8.62
800 Kings Hwy. North, Suite
900
Cherry Hill, NJ 08034

Jason F. Williams                      907,620                    9.38
544 South 50 West
Farmington, UT 84025

                                       11
<PAGE>


All officers and directors as         1,528,500                   15.79
  a group (3 persons)

(1) Officer and director of the Company.

(2) Mr. Horton has direct ownership of 10,000 shares.  The remaining shares held
of record by Sonos Management Corporation.  Mr. Horton is the President and sole
director  of Sonos  Management  Corporation,  and may be deemed  to have  shared
voting and investment control of such shares.

           ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A principal  shareholder,  Lynn Dixon, paid expenses on behalf of the Company in
the amount of $4,600 in 2001 and $4,211 in 2000. Mr. Dixon also provides  office
space to the Company for no charge.

                  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.

 Exhibit No.  SEC Ref. No. Title of Document                           Location
 -----------  ------------ -----------------                           --------
      1          (3)(i)    Articles of Incorporation                      *
      2         (3)(ii)    By-Laws                                        *
      3           (2)      Articles of Merger                             *

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

FORM 8-K FILINGS

No reports on Form 8-K were filed in the last calendar quarter of 2001.

                                       12
<PAGE>


                                   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 19, 2002                     By: /s/ Pamela L. Jowett, President

Date:  March 19, 2002                     By: /s/ George R. Horton, Secretary
and Treasurer

     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 19, 2002                    /s/ Pamela L. Jowett, Director


Dated: March ___, 2002                   ______________________________________
                                         Paul W. Nielsen, Director


Dated: March 19, 2002                    /s/ George R. Horton, Director




                                       13
<PAGE>


                          PRESTIGE CAPITAL CORPORATION
                          [A Development Stage Company]




                          INDEX TO FINANCIAL STATEMENTS

                                                                       PAGE

      Independent Auditors' Report                                      15


--    Balance Sheet, December 31, 2001                                  16


--    Statements of Operations, for the years ended
         December 31, 2001 and 2000 and from
         inception on February 7,1986 through
         December 31, 2001                                              17


--    Statement of Stockholders' Equity, from
         inception on February 7, 1986 through
         December 31, 2001                                              18


--    Statements of Cash Flows, for the years ended
         December 31, 2001 and 2000 and from inception
         on February 7, 1986 through December 31, 2001                  19


--    Notes to Financial Statements                                     20



                                       14
<PAGE>










                          INDEPENDENT AUDITORS' REPORT


Board of Directors
PRESTIGE CAPITAL CORPORATION
Salt Lake City, Utah

We have audited the accompanying  balance sheet of Prestige Capital  Corporation
[a development  stage company] at December 31, 2001, and the related  statements
of operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 2001 and 2000 and for the period from inception on February 7, 1986
through December 31, 2001. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  audited by us present fairly, in all
material respects,  the financial position of Prestige Capital Corporation as of
December 31, 2001,  and the results of its operations and its cash flows for the
years ended  December  31, 2001 and 2000,  and for the period from  inception on
February 7, 1986  through  December  31,  2001,  in  conformity  with  generally
accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a  going  concern.  As  discussed  Note  2 to  the  financial
statements,  the Company has  incurred  losses  since its  inception  and has no
on-going  operations.  Further, the Company has current liabilities in excess of
current assets.  These factors raise  substantial doubt about the ability of the
Company to continue as a going concern.  Management's  plans in regards to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.

February 25, 2002
Salt Lake City, UT

                                       15
<PAGE>


                          PRESTIGE CAPITAL CORPORATION
                          [A Development Stage Company]

                                  BALANCE SHEET


                                     ASSETS


                                                                  December 31,
                                                                      2001
                                                                  ------------
CURRENT ASSETS:
   Cash                                                           $         28
                                                                  ------------
          Total Current Assets                                              28
                                                                  ------------
                                                                  $         28
                                                                  ============


                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                                               $      1,330
   Advances from a related party                                         8,811
                                                                  ------------
          Total Current Liabilities                                     10,141
                                                                  ------------

STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock, $.001 par value, 50,000,000 shares authorized,
     9,680,000 shares issued and outstanding                             9,680
   Capital in excess of par value                                      352,287
   Deficit accumulated during the development stage                   (372,080)
                                                                  ------------
          Total Stockholders' Equity (Deficit)                         (10,113)
                                                                  ------------
                                                                  $         28
                                                                  ============






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

                                       16
<PAGE>


                          PRESTIGE CAPITAL CORPORATION
                          [A Development Stage Company]


                            STATEMENTS OF OPERATIONS


                                                                        From
                                                       For the     Inception on
                                                     Years Ended    February 7,
                                                    December 31,   1986, Through
                                                ------------------- December 31,
                                                   2001      2000        2001
                                                --------------------------------
REVENUE                                         $       -  $       - $        -

COST OF SALES                                           -          -          -
                                                --------------------------------
GROSS PROFIT                                            -          -          -

EXPENSES:
   General and Administrative                       4,753      7,983    100,658
                                                --------------------------------
LOSS FROM OPERATIONS                               (4,753)    (7,983)  (100,658)
                                                --------------------------------
OTHER EXPENSE:
   Loss from disposal of assets                         -          -    250,000
   Interest expense                                     -          -     21,422
                                                --------------------------------
        Total Other (Expense)                           -          -   (271,422)
                                                --------------------------------
LOSS FROM OPERATIONS
  BEFORE INCOME TAXES                              (4,753)    (7,983)  (372,080)

CURRENT TAX EXPENSE                                     -          -          -

DEFERRED TAX EXPENSE                                    -          -          -
                                                --------------------------------
NET LOSS                                        $  (4,753) $  (7,983) $(372,080)
                                                ================================

LOSS PER COMMON SHARE                           $    (.00) $    (.00) $    (.21)
                                                ================================





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

                                       17
<PAGE>


                          PRESTIGE CAPITAL CORPORATION
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                 FROM THE DATE OF INCEPTION ON FEBRUARY 7, 1986

                            THROUGH DECEMBER 31, 2001
<TABLE>
<S>                                           <C>        <C>       <C>        <C>
                                                                                Deficit
                                                                              Accumulated
                                                  Common Stock     Capital in During the
                                              -------------------- Excess of  Development
                                                Shares    Amount   Par Value     Stage
                                              ------------------------------- ----------
BALANCE, February 7, 1986                             -  $       - $       -  $       -

Issuance of common stock for cash at $.003
  per share, February 7, 1986                 1,500,000      1,500     3,500          -

Issuance of common stock for cash at $1.67
  per share, March 16, 1987                     150,000        150   249,850          -

Stock issuance costs                                  -         -    (46,133)         -

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

Issuance of common stock for film recorded
  at predecessor's cost at $.50 per share,
  July 21, 1989                                 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)

Issuance of common stock for cash at $.01
  per share, December 31, 1998                   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)

Issuance of common stock for debt and services
  at $.01 per share, September 14, 1999       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)

Net loss for the year ended December 31, 2000         -         -          -     (7,983)
                                             -------------------------------- ----------
BALANCE, December 31, 2000                    9,680,000     9,680    352,287   (367,327)

Net loss for the year ended December 31, 2001         -         -          -     (4,753)
                                             -------------------------------- ----------
BALANCE, December 31, 2001                    9,680,000 $   9,680  $ 352,287  $(372,080)
                                             -------------------------------- ----------

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

                                       18
</TABLE>

<PAGE>


                          PRESTIGE CAPITAL CORPORATION
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


                                                                       From
                                                       For the     Inception on
                                                     Years Ende     February 7,
                                                    December 31,   1986, Through
                                               -------------------- December 31,
                                                   2001      2000        2001
                                               ---------------------------------
Cash Flows From Operating Activities:
 Net loss                                      $  (4,753) $  (7,983)  $(372,080)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
   Loss from disposal of assets                        -          -     250,000
   Stock issued for services                           -          -      25,521
   Changes is assets and liabilities:
      (Increase) in inventory                          -          -    (165,000)
      Increase in accounts payable                   101        787       1,330
      Increase in accrued interest                     -          -      21,479
                                               ---------------------------------
       Net Cash Used by Operating Activities      (4,652)    (7,196)   (238,750)
                                               ---------------------------------
Cash Flows From Investing Activities                    -          -          -
                                               ---------------------------------
       Net Cash Provided (Used) by Investing
        Activities                                      -          -          -
                                               ---------------------------------
Cash Flows From Financing Activities:
 Advances from a related party                      4,600      4,211      8,811
 Proceeds from notes payable - related party            -          -     21,000
 Issuance of common stock                               -          -    208,967
                                               ---------------------------------
       Net Cash Provided by Financing Activities    4,600      4,211    238,778
                                               ---------------------------------
Net Increase (Decrease) in Cash                       (52)    (2,985)        28

Cash at Beginning of Period                            80      3,065          -
                                               ---------------------------------
Cash at End of Period                          $       28  $      80 $       28
                                               =================================

Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
  Interest                                     $        -  $       - $        -
  Income taxes                                 $        -  $       - $        -

Supplemental Schedule of Noncash Investing and Financing Activities:

   For the year ended December 31, 2001
      None

   For the year ended December 31, 2000
      None


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

                                       19
<PAGE>


                          PRESTIGE CAPITAL CORPORATION
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  - 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, 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.  The Company currently has no on-going operations and is
     considered a development stage company as defined in Statement of Financial
     Accounting  Standards  No. 7. The  company is  currently  seeking  business
     opportunities or potential business acquisitions.

     Loss Per Share - The computation of loss per share of common stock is based
     on the weighted  average  number of shares  outstanding  during the periods
     presented,  in accordance with Statement of Financial  Accounting Standards
     No. 128, "Earnings Per Share" [See Note 6].

     Cash and Cash  Equivalents  - For purposes of the  statement of cash flows,
     the Company  considers all highly liquid debt investments  purchased with a
     maturity of three months or less to be cash equivalents.

     Accounting   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, the disclosures of contingent assets and
     liabilities at the date of the financial statements and the reported amount
     of revenues and expenses during the reported  period.  Actual results could
     differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No.  141,  "Business  Combinations",   SFAS  No.  142,
     "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset
     Retirement  Obligations",  and SFAS No. 144, "Accounting for the Impairment
     or Disposal of Long-Lived Assets", were recently issued. SFAS No. 141, 142,
     143 and 144 have no current applicability to the Company or their effect on
     the consolidated financial statements would not have been significant.

     Restatement  - 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.
     The financial statements have been restated, for all periods presented,  to
     reflect these stock splits [See Note 4].

     Reclassification - The financial statements for years prior to December 31,
     2001 have been reclassified to conform to the headings and  classifications
     used in the December 31, 2001 financial statements.

                                       20
<PAGE>


                          PRESTIGE CAPITAL CORPORATION
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern.  However,  the Company, has incurred losses
     since its inception and has no on-going  operations.  Further,  the Company
     has current  liabilities in excess of current  assets.  These factors raise
     substantial  doubt  about the ability of the Company to continue as a going
     concern.   In  this  regard,   management  is  seeking  potential  business
     opportunities and is proposing to raise any necessary  additional funds not
     provided by operations through loans and/or through additional sales of its
     common stock.  There is no assurance that the Company will be successful in
     raising  additional  capital  or  achieving  profitable   operations.   The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.

NOTE 3 - RELATED PARTY TRANSACTIONS

     Management Compensation - During the years ended December 31, 2001 and 2000
     the Company did not pay any  compensation to any  officer/directors  of the
     Company.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the Company is allowing the Company to use his home
     as a mailing address, as needed, at no expense to the Company.

     Advances  from a related  party - A  shareholder  has advanced  cash to the
     company to pay certain  expenses.  During the year ended December 31, 2001,
     $4,600 was  advanced  by the  shareholder  to pay company  expenses.  As of
     December  31,  2001,  the  amount due to the  shareholder  was  $8,811.  No
     interest is being accrued on the advances.

     Stock  Issuance - 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 4 - COMMON STOCK

     Non-Cash Stock Issuances - 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.

     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.
     The financial statements have been restated, for all periods presented,  to
     reflect these stock splits.

                                       21
<PAGE>


                          PRESTIGE CAPITAL CORPORATION
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating  loss or tax  credit  carryforwards.  At  December  31,  2001 the
     Company has available unused operating loss  carryforwards of approximately
     $372,000,  which may be applied  against  future  taxable  income and which
     expire in various years through 2021.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization  of the loss  carryforwards  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately  $126,500  and  $124,800  as of  December  31, 2001 and 2000,
     respectively,  with an  offsetting  valuation  allowance of the same amount
     resulting in a change in the valuation  allowance of  approximately  $1,700
     during the year ended December 31, 2001.

NOTE 6 - LOSS PER SHARE

     The  following  data show the amounts used in computing  loss per share and
     the effect on income and the weighted  average number of shares of dilutive
     potential common stock for the periods presented:

                                                                        From
                                                    For the        Inception on
                                                  Years Ended       February 7,
                                                  December 31,     1986, Through
                                             ---------------------- December 31,
                                                 2001       2000        2001
                                             -----------------------------------

     Loss from continuing operations available
       to common shareholders (numerator)    $   (4,753) $   (7,983) $ (372,080)
                                             -----------------------------------
     Weighted average number of common shares
       outstanding used in loss per share
       during the period (denominator)        9,680,000   9,680,000   1,260,757
                                             ===================================

     Dilutive  loss per share was not  presented,  as the  Company had no common
     equivalent   shares  for  all  periods  presented  that  would  effect  the
     computation of diluted loss per share.


                                       22