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, 1998, 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 [  ] No [X]

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 (consisting only of
interest  income) 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, 1998, the Registrant had
outstanding 380,000 shares  of  Common  Stock, par
value $0.001.  At  September  30, 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 Matters  7

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

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
     Persons; Compliance with Section 16(a) of the Exchange Act 9

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                           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 three 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, and
accrued interest to  common stock  at  the rate of
$0.0076 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 1998.

                      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  September  30, 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, 1998 and 1997

The  Company  had  no  revenue during the last  two
years.  The Company  had no general and
administrative expenses in 1997,  but did   incur
$9,355  of  such  expenses  in  1998.   General  and
administrative  expenses  during  1998,  consisted
of  fees  and related  expenses associated with
reviving the Company.  In  1997 and  1998  the
Company recognized interest expense of  $2,000  in
each  year, which represents interest on two
obligations, (1)  in the   principal  amount  of
$26,000  owed  to  Sonos  Management Corporation, and
(2) in the principal amount of $20,000 owed  to Glen
Ulmer.  The Company realized a net loss of $11,355 in
1998 and  a  loss of $2,000 in 1997.  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, 1998, the Company had a working
capital  deficit of  $28,186.   This deficit is
largely attributable to  debt  and interest
obligations owed to affiliates of the Company, who
have not  pressed  the Company for payment in hopes
the  Company  will locate a business venture in which
to participate that will serve as  a  resource  for
payment of the obligations.   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 three 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

Glen R. Ulmer       55   President and Director            1999

Paul W. Nielsen     78   Vice President and Director       1989

George P. Horton    66   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.

Glen  R.  Ulmer  is a graduate of Utah Technological
College  in cosmetology  and  the  Utah College of
Massage  Therapy,  and  is nationally  certified as a
Sports Massage Therapist.   Mr.  Ulmer has  been self-
employed since 1977. Mr. Ulmer has been 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

Mr.  Ulmer, Mr. Nielsen and Mr. Horton are currently
officers and directors of Fashion Tech International,
Inc.  Mr. Ulmer and  Mr. Horton  are officers and
directors of MG Inc.   In addition,  Mr. Ulmer  has
been  an  officer  and  director  of  Inland  Pacific
Resources,  Inc.,  Business Valet Services,  Inc.,
First  Growth Investors,  Inc.,  Digital  Home
Theater  Systems,  Inc.,   Info Investors,  Inc. and
Foreplay Golf and Travel, Inc.  All  of  the
aforementioned  companies are non-reporting publicly
held  shell corporations  seeking  a business
acquisition.   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

                          9

<PAGE>

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 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.

                                        Common        Percent
                                        Shares       of 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
Glen R. Ulmer                               -0-        -0-

Paul W. Nielsen                          15,000       0.15

George R. Horton (1)                    678,900        7.0


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, an 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  $0.0076  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               E-1

  2      (3)(ii) By-Laws                                 E-5

  3      (2)     Articles of Merger                      E-13


  4      (10)    Promissory  Note/  Sonos (formerly
                 Southwick, Inc.)                        E-15

  5      (10)    Promissory Note/ Sonos Management Corp. E-16

  6       (10)   Promissory Note/ Ulmer                  E-17

  7       (27)   Financial Data Schedules                 *

*     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 1998.

                        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:   November 16, 1999          By: /s/ Glen R. Ulmer, 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: November 16, 1999         /s/ Glen R. Ulmer, Director

Dated: November 16, 1999         /s/ Paul W. Nielsen, Director

Dated: November 16, 1999        /s/ George R. Horton, Director

                            14
<PAGE>

                PRESTIGE CAPITAL CORPORATION
               (A Development Stage Company)

                  Financial Statements

               December 31, 1998 and 1997

                         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
Salt Lake City, Utah

We  have  audited the accompanying balance sheets
of Prestige Capital  Corporation  (a development
stage  company)  as  of December  31,  1998 and
1997, and the related  statements  of operations,
stockholders' equity (deficit) and cash flows for
the years ended December 31, 1998, 1997 and 1996
and from the beginning of the development stage on
January 1, 1988 through December  31,  1998.
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, 1998 and 1997, and the
results of its  operations  and  its  cash flows
for  the  years  ended December  31,  1998, 1997
and 1996 and from the beginning  of the
development stage on January 1, 1988 through
December 31, 1998,   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
January 10, 1999

                            F-2
<PAGE>

                    PRESTIGE CAPITAL CORPORATION
                   (A Development Stage Company)
                          Balance Sheets


                             ASSETS
                                               December 31,
                                         1998           1997
CURRENT ASSETS

 Cash                                   $      100   $     -

  Total Current Assets                         100         -

  TOTAL ASSETS                          $      100   $     -




  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accrued interest                       $   18,931   $16,931
  Accounts payable                            8,355         -
  Notes payable - related party (Note 2)      1,000         -

  Total Current Liabilities                  28,286    16,931

LONG-TERM LIABILITIES

  Note payable - related party (Note 2)      25,000    25,000
  Total Long-Term Liabilities                25,000    25,000
  Total Liabilities                          53,286    41,931


STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock authorized: 50,000,000 common
   Shares at $0.001 par value; 380,000 and
   370,000 shares issued and outstanding,
   respectively                                 380       370
  Capital in excess of par value            268,587   268,497
  Deficit accumulated during the
   development stage                       (322,153) (310,798)

      Total Stockholders' Equity (Deficit) ( 53,186) ( 41,931)

      TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                     $    100  $      -

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

                            F-3

                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,
                               1998       1997       1996        1998


REVENUES                    $      -   $      -   $      -    $      -

EXPENSES

 General and administrative    9,355          -          -      53,222
 Interest expense              2,000      2,000      2,000      18,931

     Total Expenses           11,355      2,000      2,000      72,153

DISPOSAL OF ASSETS                 -          -          -     250,000

NET LOSS                    $(11,355)  $ (2,000)  $ (2,000)  $(322,153)

BASIC LOSS PER SHARE        $  (0.03)  $  (0.00)  $  (0.00)

WEIGHTED AVERAGE
 NUMBER OF SHARES            370,000    370,000    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)
<TABLE>
<CAPTION>
                                                                              Deficit
                                                                            Accumulated
                                                              Capital in     During the
                                       Common Stock            Excess of    Development
                                    Shares       Amount        Par Value        Stage
<S>                                <C>           <C>           <C>          <C>
Balance from inception on
 February  7, 1986                         -     $     -       $       -    $         -

February 7, 1986, common stock
 issued to officers at $0.001 per
 share for cash                     1,500,000      1,500           3,500              -
March 16, 1987, common stock
 issued to public at $0.50 per
 share for cash                       150,000        150         249,850              -

Issuance costs                              -          -         (46,133)             -

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

July 21, 1989, common stock
 issued to shareholder at $0.001
 per share for film recorded at
 predecessor  cost                   120,000         120              -               -

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)
</TABLE>

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 (Deficit) (Continued)
<TABLE>
<CAPTION>
                                                                            Deficit
                                                                           Accumulated
                                                           Capital in       During the
                                   Common Stock             Excess of      Development
                                 Shares        Amount       Par Value         Stage
<S>                              <C>          <C>            <C>            <C>
Balance, December 31, 1997         370,000    $     370      $  268,497     $  (310,798)

December 31, 1998, common
 stock issued to a shareholder
 at $0.01 par value for cash        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)
</TABLE>

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

<TABLE>
<CAPTION>                                                                                          From
                                                                                        Inception on
                                                               For the                   February 7,
                                                             Years Ended                1986 Through
                                                             December 31,               December 31,
                                                   1998          1997          1996         1998
<S>                                            <C>           <C>          <C>          <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES
Net loss                                       $  (11,355)   $  (2,000)   $  (2,000)   $ (322,153)
Adjustments to reconcile net loss to net
 cash provided (used) by operating activities:
  Loss from disposal of assets                          -            -            -       250,000
Changes in operating assets and liability
  accounts:
  Increase (decrease) in accounts payable           8,355            -            -         8,355
  Increase (decrease) in accrued interest           2,000        2,000        2,000        18,931
  (Increase) in inventory                               -            -            -      (165,000)

 Net Cash (Used) by Operating Activities           (1,000)           -            -      (209,867)

CASH FLOWS FROM INVESTING ACTIVITIES                    -            -            -             -

CASH FLOWS FROM FINANCING ACTIVITIES

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

 Net Cash Provided by Financing
  Activities                                        1,100            -            -       209,967

NET INCREASE (DECREASE) IN CASH                       100            -            -           100

CASH AT BEGINNING OF PERIOD                             -            -            -             -

CASH AT END OF PERIOD                          $      100    $       -    $       -    $      100

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
</TABLE>
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, 1998 and 1997

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  computations of basic loss per share of common
   stock  are based  on  the  weighted average number of
   shares  issued  and outstanding at the date of the
   financial statements.

   d.  Use of Estimates

   The  preparation  of financial statements in conformity
   withgenerally  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.  Provision for Taxes

   At  December  31,  1998, the Company had  net
   operating  loss carryforwards  of approximately
   $310,000 that  may  be  offset against  future taxable
   income through 2013.  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.

                           F-8
   <PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  (A Development Stage Company)
                Notes to the Financial Statements
                   December 31, 1998 and 1997


NOTE 2 - RELATED PARTY 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.

   The  Company has notes payable to an officer totaling
   $26,000 at  December 31, 1998.  The notes are
   unsecured and  due  upon demand.  Interest in imputed
   on the note at 8% per annum.

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