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Exhibit No. 3
Prestige Captial Corporation
Form 10-K
File No. 33-3583-S

                       ARTICLES OF MERGER
                               of
            HOOD VENTURES, INC. (a Utah Corporation)
                              into
             PRESTIGE CAPITAL CORPORATION (a Nevada
                           Corporation

The undersigned, in their capacities as President and Secretary,
respectively, of Prestige Capital Corporation ( a Nevada
Corporation, hereinafter sometimes referred to as ("Prestige
Capital," or "Survivor,") and Hood Ventures, Inc. (a Utah
corporation hereinafter sometimes referred to as "Hood
Ventures") in order to consummate the merger of Hood Ventures
into Prestige Capital hereby attest and certify as follows:

I.   The names and states of incorporation of the two
constituent corporations to the merger
are specified above. Prestige Capital was incorporated in the
State of Nevada on December
31,1998, for the sole purpose of being the surviving corporation
in a merger effectuated solely to
change the corporate name and domicile of Hood Ventures.

II.  Articles of Merger of the constituent corporations were,
adopted by each of the
constituent corporations on January 4, 1999, in accordance with
all relevant provisions of the Nevada Revised Statutes
and all the relevant provisions of the Utah Revised Business
Corporation Act.

III..The surviving corporation is Prestige Capital Corporation, a Nevada
Corporation.

IV.  The Articles of Incorporation of Prestige Capital shall be
the Articles of Incorporation of
Survivor.

V.  The Plan of Merger for the constituent corporations
provides that Hood Ventures shall be merged into Prestige
Capital, the manner and that the basis of converting the issued
shares of Hood Ventures into share of Prestige Capital shall be as
follows:

     (a)  The total shares represented by each outstanding
Hood Ventures certificate shall be deemed to be automatically
converted into one share of common stock of Survivor.

     (b) Holders of Hood Ventures certificates issued prior to
the merger shall not be required to surrender such certificates
for conversion into certificates reflecting the SURVIVOR's name,
but may do so to SURVIVOR's duly appointed transfer agent, which
shall, in the ordinary course of its business-(and provided that
its regular and usual requirements regarding negotiability and
payment of its fees are met) reissue certificates representing
the number of shares in SURVIVOR to which said holders may be
entitled as provided above.

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VI. The principal business office of SURVIVOR is located as
1084 North Hughes, Centerville, Utah 84104, and a complete copy
of the executed agreement of merger is on file at
said office. A copy of the plan of merger will be furnished by
the SURVIVOR, on request, and
without cost, to any stockholder of any corporation which is a
party the merger.

VII.The Plan of Merger was adopted by the directors and
submitted to and approved by the shareholders of both
constituent corporations, hood Ventures having 185,000,000 share
of common stock outstanding and entitled to vote (its sole
voting group), 108,000,000 of which were represented at the
meeting to approve the Plan of Merger, all 108,000,000 of  which were voted
in favor of t he Plan of Merger.  SURVIVOR had 10,000 shares of
common stock outstanding and entitled to vote (its sole voting
group) all of which were represented at the meeting to approve
the Plan of merger and all 10,000 of which shares were voted in
favor of the Plan of Merger.  The number of shares voted in
favor of the Plan of Merger by the stockholders was sufficient
for approval by said stockholder of each of t he constituent
corporations

IN WITNESS WHEREOF, the undersigned Presidents and Secretaries
of Hood Ventures and Prestige Capital. have set their hands this
5th day of January, 1999.

HOOD VENTURES, INC.                     PRESTIGE CAPITAL
CORPORATION

By: /s/ Paul W. Nielsen            By: /s/ Paul W. Nielsen
Its President                      Its President

By: George R. Horton                    By: George R. Horton
 Its Secretary                               Its Secretary

State of Utah
               ss:
County of Salt Lake

SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Paul W.
Nielsen, in his capacity as president, of Prestige Capital
Corporation, this 5th day of January, 1999.

                              Notary Public

                              /s/ Notary Public

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