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, 2000, 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, 2000, 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 Conditions      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 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 2000.

                            PART III

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

                                7
<PAGE>

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

On December 31, 2000, 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, 2000 and 1999

The Company generated no revenue from operations for the last two
years.  General and administrative expenses were $7,983 in 2000
and $34,700 in 1999, which consisted of administrative, legal,
professional, accounting, auditing and other related expenses
associated with reviving the Company.

The Company recognized no interest expense in 2000, compared to
$2,491 in 1999.  The 1999 interest expense represented interest
on two notes in the principal amounts of $26,000 and $20,000 owed
to Sonos Management Corporation and Glen Ulmer, respectively.  In
September 1999, the Company converted these notes and accrued
interest into common stock at the rate of $0.01 per share,
thereby eliminating any interest expense for 2000.

Due to the foregoing, the Company realized a net loss of $7,983
in 2000, compared to $37,191 in 1999.  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, 2000, the Company had $80 in cash, $1,229 in
accounts payable and $4,211 in accounts payable to a related
party giving the Company a working capital deficit of $5,360.

Management believes that its current cash needs can be met with
the limited cash on hand and from loans from its officers and
directors for at least the next twelve months.  However, there
can be no assurances to that effect, as the Company has no
significant revenues and the Company's need for capital may
change dramatically if, during that period, it acquires an
interest in a business opportunity.  Should the Company obtain a
business opportunity, it may be necessary to raise additional
capital.  This may be accomplished by selling common stock of the
Company or debt financing.

The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) 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 F-
1.

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

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

                            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    48   President and Director         1999

Paul W. Nielsen     80   Vice President and Director    1989

George R. Horton    67   Secretary/ Treasurer and       1989
                         Director
All directors hold office until the next annual meeting of
stockholders and until their successors are elected and qualify.
Officers serve at the discretion of the Board of Directors.

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

Pamela L. Jowett.  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 is also an officer or director of Fashion Tech
International, Inc. and Ventures-United, Inc., which are
reporting public inactive "shell" companies.

                                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, 2000, 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                  834,600            8.62
Corporation
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 in the amount
of $4,211 on behalf of the Company during the fiscal year 2000.
Mr. Dixon also provides office space to the Company for no
charge.

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

In September 1999 Sonos Management Corporation and Glen Ulmer
converted the principal amount of their notes and accrued
interest to common stock at a conversion rate of $0.01 per share,
or a total of 9,300,000 shares.  As a result, 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."

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

*    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
2000.

                               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 30, 2001         By:./s/ Pamela L. Jowett
                              Pamela L. Jowett, President

Date:  March 30, 2001         By: /s/ George R. Horton
                              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 30, 2001            /s/ Pamela L. Jowett
                                 Pamela L. Jowett, Director


Dated:                           ______________________________
                                 Paul W. Nielsen, Director


Dated: March 30, 2001            /s/ George R. Horton
                                 George R. Horton, Director


                               13
<PAGE>


                  PRESTIGE CAPITAL CORPORATION
                  [A Development Stage Company]


                  INDEX TO FINANCIAL STATEMENTS

                                                          PAGE

-  Independent Auditors' Report                            F-2


-  Balance Sheet, December 31, 2000                        F-3


-  Statements of Operations, for the years ended
    December 31, 2000 and 1999 and from
    inception on February 7,1986 through
    December 31, 2000                                      F-4


-  Statement of Stockholders' Equity, from
    inception on February 7, 1986 through
    December 31, 2000                                      F-5


- Statements of Cash Flows, for the years ended
   December 31, 2000 and 1999 and from inception
   on February 7, 1986 through December 31, 2000           F-6


-  Notes to Financial Statements                           F-7

                               F-1
<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,
2000, and the related statements of operations, stockholders'
equity and cash flows for the year ended December 31, 2000 and
for the period from inception on February 7, 1986 through
December 31, 2000.  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. The financial statements of Prestige Capital
Corporation as of and for the year ended December 31, 1999 were
audited by other auditors whose report, dated February 21, 2000
expressed an unqualified opinion on these financial statements
and included an explanatory paragraph expressing concern about
the Company's ability to continue as a going concern.  The
financial statements as of December 31, 1999 reflect an
accumulated deficit of $359,344.  The other auditors' report has
been furnished to us, and our opinion, insofar as it relates to
the amounts included for such prior periods, is based solely on
the report of the other auditors.

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, based on our audit and the report of the other
auditors, the financial statements audited by us present fairly,
in all material respects, the financial position of Prestige
Capital Corporation as of December 31, 2000, and the results of
its operations and its cash flows for the year ended December 31,
2000, and for the period from inception through December 31,
2000, 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 suffered losses
since inception and has not yet been successful in establishing
profitable 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.

March 12, 2001
Salt Lake City, UT

                               F-2
<PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  [A Development Stage Company]

                          BALANCE SHEET


                             ASSETS


                                                      December 31,
                                                          2000
                                                      ___________
CURRENT ASSETS:
  Cash                                                 $       80
                                                      ___________
        Total Current Assets                                   80
                                                      ___________
                                                       $       80
                                                     ____________


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                                     $    1,229
  Accounts payable - related party                          4,211
                                                      ___________
        Total Current Liabilities                           5,440
                                                      ___________

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                                    (367,327)
                                                      ___________
        Total Stockholders' Equity (Deficit)               (5,360)
                                                      ___________
                                                       $       80
                                                     ____________

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

                               F-3
<PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  [A Development Stage Company]


                    STATEMENTS OF OPERATIONS


                                                           From
                                            For the    Inception on
                                         Year Ended     February 7,
                                        December 31,   1986, Through
                                     __________________ December 31,
                                       2000     1999       2000
                                     _____________________________
REVENUE                            $      -  $     -   $       -

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

EXPENSES:
  General and Administrative         7,983    34,700      95,905
                                    ______________________________
LOSS FROM OPERATIONS                (7,983)  (34,700)    (95,905)
                                    ______________________________
OTHER EXPENSE:
  Loss from disposal of assets           -         -    250,000
  Interest expense                       -     2,491     21,422
                                    ______________________________
      Total Other (Expense)              -    (2,491)  (271,422)
                                    ______________________________
LOSS FROM OPERATIONS
  BEFORE INCOME TAXES               (7,983)  (37,191)  (367,327)

CURRENT TAX EXPENSE                      -         -          -

DEFERRED TAX EXPENSE                     -         -          -
                                    _______________________________
NET LOSS                           $(7,983) $(37,191) $(367,327)
                                    _______________________________

LOSS PER COMMON SHARE              $  (.00) $   (.01) $    (.30)
                                    _______________________________



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

                               F-4
<PAGE>


                  PRESTIGE CAPITAL CORPORATION
                  [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON FEBRUARY 7, 1986
                    THROUGH DECEMBER 31, 2000
<TABLE>
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated
                                                          Common Stock         Capital in  During the
                                                       ____________________    Excess of   Development
                                                        Shares      Amount     Par Value      Stage

<S>                                                  <C>           <C>        <C>        <C>
BALANCE, February 7, 1986                                      -   $      -   $      -   $        -

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

Issuance of common stock for
  cash , March 16, 1987 at $1.67 per share               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 cost, July 21, 1989 at $.50 per share      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, December 31,
  1998 at $.01 per share                                  10,000         10         90            -

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

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

Issuance of common stock for debt and services,
  September 14, 1999, at $.01 per share                9,300,000      9,300     83,700            -

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

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

Net loss for the year ended December 31, 2000                  -          -          -       (7,983)

BALANCE, December 31, 2000                             9,680,000   $  9,680   $352,287   $ (367,327)
</TABLE>

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

                               F-5
<PAGE>

                  PRESTIGE CAPITAL CORPORATION
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
                                                                                 From
                                                             For the         Inception on
                                                            Year Ended        February 7,
                                                            December 31,     1986, Through
                                                         __________________   December 31,
                                                         2000         1999        2000
<S>                                                   <C>        <C>          <C>
Cash Flows From Operating Activities:
 Net loss                                             $ (7,983)  $  (37,191)  $ (367,327)
 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       25,521
  Changes is assets and liabilities:
    Increase in accounts payable - related party         4,211            -        4,211
    Increase (Decrease) in accounts payable                787       (7,912)       1,229
    Increase in accrued interest                             -        2,548       21,479
    (Increase) in inventory                                  -            -     (165,000)

     Net Cash (Used) by Operating Activities            (2,985)     (17,034)    (229,887)

Cash Flows From Investing Activities:                        -            -            -

        Net Cash Flows (Used) by Investing Activities        -            -            -

Cash Flows From Financing Activities:
 Proceeds from notes payable - related party                 -       20,000       21,000
 Issuance of common stock                                    -            -      208,967

     Net Cash Provided by Financing Activities               -       20,000      229,967

Net Increase (Decrease) in Cash                         (2,985)       2,966           80

Cash at Beginning of Period                              3,065          100            -

Cash at End of Period                                $      80   $    3,066   $       80

Supplemental Disclosures of Cash Flow
  Information:

 Cash paid during the period for:
   Interest                                          $       -   $        -   $         -
   Income taxes                                      $       -   $        -   $         -
</TABLE>

Supplemental Schedule of Noncash Investing and Financing
Activities:
  For the year ended December 31, 2000
     None

  For the year ended December 31, 1999
     The Company issued 9,300,000 shares of common stock for debt
     and for services rendered at $.01 per share.

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

                               F-6
<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 ongoing
  operations and is considered a development stage company as
  defined in SFAS No. 7.  The company is currently seeking business
  opportunities or potential business acquisitions.  The Company
  has adopted a December 31st year end.

  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.

  Recently Enacted Accounting Standards - Statement of Financial
  Accounting Standards (SFAS) No. 136, "Transfers of Assets to a
  not for profit organization or charitable trust that raises or
  holds contributions for others", SFAS No. 137, "Accounting for
  Derivative Instruments and Hedging Activities - deferral of the
  effective date of FASB Statement No. 133 (an amendment of FASB
  Statement No. 133)", SFAS No. 138 "Accounting for Certain
  Derivative Instruments and Certain Hedging Activities - and
  Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS No.
  53 and Amendment to SFAS No 63, 89 and 21", and SFAS No. 140,
  "Accounting to Transfer and Servicing of Financial Assets and
  Extinguishment of Liabilities", were recently issued SFAS No.
  136, 137, 138, 139 and 140 have no current applicability to the
  Company or their effect on the financial statements would not
  have been significant.

  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.

  Accounting Method - The Company's financial statements are
  prepared on the accrual method of accounting.

                               F-7
<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, has
  insufficient working capital, 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 or through the acquisition of another Company.
  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 periods ended December 31,
  2000 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.

  Accounts payable - As of December 31, 2000, the Company had an
  accounts payable in the amount of $4,211 to a shareholder who had
  advanced funds to pay expenses on behalf of the Company.

  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

  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.

  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 $.001.  This change has
  been applied to the financial statements on a retroactive basis
  back to inception of the Company.

                               F-8
<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".  FASB 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, 2000 the Company has
  available unused operating loss carryforwards of approximately
  $367,000, which may be applied against future taxable income and
  which expire in various years through 2020.

  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 $124,800 as of December 31, 2000 with an
  offsetting valuation allowance of the same amount resulting in a
  change in the valuation allowance of approximately $2,700 during
  the year ended December 31, 2000.

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 year ended
  December 31, 2000 and 1999 and from inception on February 7, 1986
  through December 31, 2000:

                                                                    From
                                            For the             Inception on
                                           Year Ended            February 7,
                                          December 31,          1986, Through
                                       _____________________    December 31,
                                        2000          1999          2000
                                     ____________________________________

  Loss from continuing operations
    available to common stock
    holders (numerator)              $   (7,983)  $  (37,191)  $ (367,327)
                                     ____________________________________
  Weighted average number of
    common shares outstanding
    used in earnings per share
    during the period                 9,680,000    3,480,000    1,260,757
                                     ____________________________________

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

                               F-9
<PAGE>