U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                         Form 10-QSB

(Mark One)
[  X  ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE
          SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
          ENDED MARCH 31, 2001

[     ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF
          THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
          FROM _______________ TO     _______________


Commission file number 000-29873

                              PROLOGUE
 (Exact name of small business issuer as specified in charter)

              UTAH                               87-0412110

(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification No.)


3340 E. Del Verde Avenue,
Salt Lake City, Utah                              84109
(Address of principal executive offices)        (Zip Code)


                          (801) 484-0930
                   (Issuer's telephone number)

                           Not Applicable
(Former  name, former address, and former fiscal year, if changed
 since last report)

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


Applicable  only  to  issuers involved in bankruptcy  proceedings
during the preceding five years

Check  whether  the  registrant filed all documents  and  reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange
Act  after  the distribution of securities under a plan confirmed
by a court.  Yes        No

Applicable only to corporate issuers

State  the  number of shares outstanding of each of the  issuer's
classes of common equity, as of the latest practicable date
50,000,000 shares of Common Stock As of April 26, 2001

Transitional Small Business Disclosure Format
(Check one):

Yes        No  X


<PAGE>

                   FORWARD LOOKING STATEMENTS

     This  report contains forward-looking statements as  defined
in  the  Private Securities Litigation Reform Act of 1995.   Such
statements  reflect the Company's views with  respect  to  future
events  based  upon information available to  it  at  this  time.
These   forward-looking  statements  are   subject   to   certain
uncertainties  and other factors that could cause actual  results
to  differ  materially from such statements.  These uncertainties
and other factors include, but are not limited to: the ability of
the  Company to locate a business opportunity for acquisition  or
participation  by  the  Company;  the  terms  of  the   Company's
acquisition  of  or participation in a business opportunity;  and
the   operating  and  financial  performance  of   any   business
opportunity  following its acquisition or  participation  by  the
Company.    The  words  "anticipates,"  "believes,"  "estimates,"
"expects," "plans," "projects," "targets" and similar expressions
identify  forward looking statements.  Readers are cautioned  not
to  place  undue  reliance on these forward  looking  statements,
which  speak  only as of the date the statement  was  made.   The
Company undertakes no obligation to publicly update or revise any
forward-looking   statements,  whether  as  a   result   of   new
information, changes in assumptions, future events or otherwise.

                PART 1 - FINANCIAL INFORMATION


Item 1. Financial Statements



                                 PROLOGUE
                       [A Development Stage Company]




                                 CONTENTS

                                                              PAGE

 -- Unaudited Condensed Balance Sheets, March 31,
     2001 and December 31, 2000                                  3


 -- Unaudited Condensed Statements of Operations,
      for the three months ended March 31, 2001
      and 2000 and from the re-entering of the development
      stage on May 1, 1991 through March 31, 2001                4
 -- Unaudited Condensed Statements of Cash Flows,
      for the three months ended March 31, 2001 and 2000
      and from the re-entering of the development stage
      on May 1, 1991 through March 31, 2001                      5

 -- Notes to Unaudited Condensed Financial Statements        6 - 9





<PAGE>




                                 PROLOGUE
                       [A Development Stage Company]

                         CONDENSED BALANCE SHEETS

                                [Unaudited]

                                  ASSETS


                                          March 31,   December 31,
                                             2001         2000
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $        -   $        -
                                         ___________  ___________
        Total Current Assets                       -            -
                                         ___________  ___________
                                          $        -   $        -
                                        ____________ ____________


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                        $        -   $      725
                                         ___________  ___________
        Total Current Liabilities                  -          725
                                         ___________  ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   50,000,000 shares issued and
   outstanding                                50,000       50,000
  Capital in excess of par value               8,464        6,239
  Retained deficit                          (47,579)     (47,579)
  Deficit accumulated during the
    development stage                       (10,885)      (9,385)
                                         ___________  ___________
        Total Stockholders' Equity
           (Deficit)                               -        (725)
                                         ___________  ___________
                                          $        -   $        -
                                        ____________ ____________







Note:The Balance Sheet as of December 31, 2000, was taken from the audited
financial statements at that date and condensed.

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




                                   -3-

<PAGE>


                                 PROLOGUE
                       [A Development Stage Company]


                    CONDENSED STATEMENTS OF OPERATIONS

                                [Unaudited]

                                                          From the
                                                       Re-entering of
                                       For the Three    Development
                                        Months Ended  Stage on May 1,
                                         March 31,     1991, Through
                                    __________________   March 31,
                                       2001     2000        2001
                                    _________ ________ ____________
REVENUE                              $      - $      -    $      -

COST OF SALES                               -        -           -
                                    _________ ________ ____________
GROSS PROFIT                                -        -           -

EXPENSES:
  General and Administrative            1,500    2,500      10,885
                                    _________ ________ ____________

LOSS FROM OPERATIONS
  BEFORE INCOME TAXES                  (1,500) (2,500)    (10,885)

CURRENT TAX EXPENSE                         -        -           -

DEFERRED TAX EXPENSE                        -        -           -
                                    _________ ________ ____________
NET LOSS                             $(1,500) $(2,500)   $(10,885)
                                    _________ ________ ____________

LOSS PER COMMON SHARE                $  (.00) $  (.00)   $   (.00)
                                    _________ ________ ____________
















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



                                   -4-

<PAGE>


                                 PROLOGUE
                       [A Development Stage Company]

                    CONDENSED STATEMENTS OF CASH FLOWS

                                [Unaudited]

                                                              From the
                                                           Re-entering of
                                           For the Three    Development
                                            Months Ended  Stage on May 1,
                                             March 31,     1991, Through
                                        ___________________   March 31,
                                          2001      2000        2001
                                        _________ __________ __________
Cash Flows From Operating
  Activities:
 Net loss                               $ (1,500)  $ (2,500)  $(10,885)
 Adjustments to reconcile net loss to
   net cash used by operating
     activities:
  Non-cash expense - stock issued
     for services rendered                      -          -     1,035
  Non-cash expense - accounted for as
     contribution to capital                2,225      2,500     9,830
  Changes is assets and liabilities:
    (Decrease) in accounts payable              -          -         -
                                         ________ __________ _________
     Net Cash Provided (Used) by
       Operating Activities                     -          -      (20)
                                         ________ __________ _________
Cash Flows From Investing Activities:
  Purchase of Investment                        -          -         -
                                         ________ __________ _________
        Net Cash Flows (Used) by
           Investing Activities                 -          -         -
                                         ________ __________ _________
Cash Flows From Financing
  Activities:
 Proceeds from common stock issuance            -          -         -
 Contribution capital                           -          -        20
                                         ________ __________ _________
     Net Cash Provided by Financing
       Activities                               -          -        20
                                         ________ __________ _________
Net Increase (Decrease) in Cash                 -          -         -

Cash at Beginning of Period                     -          -         -
                                         ________ __________ _________
Cash at End of Period                      $    - $        - $       -
                                         ________ __________ _________
Supplemental Disclosures of Cash Flow
  Information:

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

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the periods ended March 31, 2001
     An  officer/shareholder of the Company paid expenses totaling $1,500 and
     an accounts payable of $725 on behalf of the Company.

  For the periods ended March 31, 2000
     An officer/shareholder of the Company paid expenses totaling $2,500 on
     behalf of the Company.

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



                                   -5-

<PAGE>


                                 PROLOGUE
                       [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  October  14, 1982 and was previously engaged  in  the  sales  and
  marketing business.  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.

  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].

  Condensed Financial Statements - The accompanying financial statements have
  been  prepared by the Company without audit.  In the opinion of management,
  all adjustments (which include only normal recurring adjustments) necessary
  to  present fairly the financial position, results of operations  and  cash
  flows  at  June 30, 2000 and 1999 and for the periods then ended have  been
  made.

  Certain information and footnote disclosures normally included in financial
  statements  prepared  in  accordance  with  generally  accepted  accounting
  principles  have  been  condensed or omitted.  It is suggested  that  these
  condensed  financial statements be read in conjunction with  the  financial
  statements  and  notes thereto included in the Company's December  31  2000
  audited  financial statements.  The results of operations for  the  periods
  ended  March  31,  2001  are not necessarily indicative  of  the  operating
  results for the full year.

  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.




                                    -6-

<PAGE>


                                 PROLOGUE
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 2 -DISCONTINUED OPERATIONS

  Discontinued Operations - The accompanying financial statements reflect the
  Company re-entering into a new development stage on May 1, 1991 as a result
  of  management's  decision  to discontinue the  former  operations  of  the
  Company.

NOTE 3 - CAPITAL STOCK

  During  1983  Prologue  filed  a Registration  Statement  with  the  Utah
  Securities Commission and completed a public sale of 5,000,000 shares  of
  stock.   In  1987 a wholly-owned subsidiary named Bio-Clean  was  formed.
  On  November  23,  1987 600,000 shares of Prologue stock  was  issued  to
  Kapitol  Klean-All  of  Phoenix,  AZ as partial  consideration  for  some
  equipment  and  solvent.  Because of latent defects in the equipment  all
  activities  were terminated and Bio-Clean was dissolved on May  1,  1991.
  On  June  14, 1988, 1,500,000 shares of Prologue stock was issued  to  an
  officer  of Prologue in lieu of wages for services rendered in behalf  of
  the Company.

  On  December  19,  1994, 41,400,000 shares of stock  were  issued  to  an
  individual in exchange for payment of the current and back taxes due  the
  state  of Utah along with other reinstatement fees.  As a result  of  the
  stock  issuance  control  of  the  corporation  changed  hands  and   the
  individual  became  an  officer  of the  Company.   This  agreement  also
  includes  the payment of all necessary accounting and attorney  fees  and
  the  production  of  an information package on Prologue  to  be  used  in
  promoting the Company's future business activities.

NOTE 4 - 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 March 31, 2001 the  Company
  has available unused operating loss carryforwards of approximately $10,800,
  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  $3,700  as  of March 31, 2001 with an  offsetting  valuation
  allowance  of  the  same  amount resulting in a  change  in  the  valuation
  allowance  of approximately $1,900 during the three months ended March  31,
  2001.


                                  -7-


<PAGE>

                               PROLOGUE
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS

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

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

  Expenses  - An officer has paid expenses of $1,500 and an accounts  payable
  of  $725  on behalf of the corporation.  The amounts of these payments  are
  shown as contributions to capital in excess of par value.

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 three months ended March 31, 2001  and  2000
  and  from the re-entering of development stage on May 1, 1991 through March
  31, 2001:
                                                              From the
                                                           Re-entering of
                                          For the Three     Development
                                           Months Ended   Stage on May 1,
                                            March 31,      1991, Through
                                       ___________________   March 31,
                                           2001    2000        2001
                                       __________ _________ __________
  Loss from continuing operations
    available to common stock
      holders   (numerator)            $ (1,500)  $ (2,500)  $(10,885)
                                       __________ _________ __________
  Weighted average number of
    common shares outstanding
    used in earnings per share
    during the period                 50,000,000 50,000,000 34,820,762
                                       _________ __________ __________

  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.

NOTE 7 - 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.  These factors raise substantial doubt about the ability of the
  Company  to  continue  as a going concern.  In this regard,  management  is
  seeking  potential  business opportunities and is proposing  to  raise  any
  necessary additional funds not provided by operations through loans  and/or
  through  additional sales of its common stock. There is no  assurance  that
  the  Company will be successful in raising additional capital or  achieving
  profitable  operations.   The  financial  statements  do  not  include  any
  adjustments that might result from the outcome of these uncertainties.


                                 -8-


<PAGE>



Item 2. Management's Discussion and Analysis or Plan of Operation


LIQUIDITY AND CAPITAL RESOURCES FOR THE THREE MONTH PERIOD
     ENDED MARCH 31, 2001 (Unaudited)

     The  Company  remains in the development stage  and  has  no
     revenues.  Current expenses are being paid by the president,
     Allen  Avery,  including the costs of becoming  a  reporting
     company   under  the  Securities  Exchange  Act   of   1934.
     Management is hopeful that becoming a reporting company will
     increase  the  quality  and number of  prospective  business
     ventures that may be available to the Company. For the three
     month period ended March 31, 2001, general and administrative
     expenses were $1,500.  The expenses relate primarily to  the
     costs  of SEC filing  expenses.  Such  losses  will continue
     unless  a  business  opportunity  with  revenues and profits
     can  be acquired  by  the  Company. There  is  no  assurance
     that revenues  or  profitability will ever  be  achieved  by
     the Company.

     The Company will carry out its plan of business as discussed
     above.   The Company cannot predict to what extent its  lack
     of   liquidity  and  capital  resources  will   impair   the
     consummation  of a business combination or whether  it  will
     incur  further operating losses through any business  entity
     which the Company may eventually acquire.

RESULT OF OPERATIONS

    For the Three months ended March 31, 2001 and 2000 (Unaudited).

    Net losses for the periods ended March 31, 2001 and 2000 were
    $0.00 per share each quarter.  For the current   fiscal year,
    the President has agreed to pay, if necessary, the  expenses
    associated  with the   10-QSB and   10-KSB  filings for  the
    calendar year 2001.  The  Company anticipates  that  until a
    business   combination   is completed   with  an acquisition
    candidate, it will not  generate revenues and  may  continue
    to operate at a loss after completing a business combination,
    depending upon the performance of  the acquired business.

NEED FOR ADDITIONAL FINANCING

     Management believes that the Company has sufficient cash  to
     meet  the  anticipated  needs of  the  Company's  operations
     through  at  least  the  first  calendar  quarter  of  2002.
     However, there can be no assurances to that effect,  as  the
     Company  has no revenues and the Company's need for  capital
     may  change  dramatically if it acquires an  interest  in  a
     business  opportunity during that period.  In the event  the
     Company requires additional funds, the Company will have  to
     seek  loans  or equity placements to cover such cash  needs.
     There  is  no assurance additional capital will be available
     to  the  Company  on acceptable terms.   In  the  event  the
     Company  is  able to complete a business combination  during
     this  period,  lack  of  its  existing  capital  may  be   a
     sufficient  impediment to prevent it from accomplishing  the
     goal  of  completing a business combination.   There  is  no
     assurance,  however, that without funds it  will  ultimately
     allow registrant to complete a business combination.  Once a
     business  combination is completed, the Company's needs  for
     additional financing are likely to increase substantially.

     Other  than  previously  stated, no commitments  to  provide
     additional  funds  have  been made by  management  or  other
     stockholders.   Accordingly, there can be no assurance  that
     any  additional  funds will be available to the  Company  to
     allow it to cover its expenses as they may be incurred.

     Irrespective of whether the Company's cash assets  prove  to
     be  adequate  to meet the Company's operational  needs,  the
     Company  might seek to compensate providers of  services  by
     issuance's of stock in lieu of cash.

                               -9-

<PAGE>


                  PART II - OTHER INFORMATION



See Form 10-SB, as amended.




Item 1. Legal Proceedings

     None.


Item 2. Changes in Securities
     None


Item 3. Defaults Upon Senior Securities
     Not Applicable.


Item 4. Submission of Matters to a Vote of Security Holders
     None.


Item 5. Other Information
     None.


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits
             None

     (b)  Reports on Form 8-K
             No  reports  on Form 8-K were filed during
             the quarter for which this report is filed.


<PAGE>
                        SIGNATURES

In  accordance  with the requirements of the  Exchange  Act,  the
registrant caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.

                                      Prologue

Date: April 26, 2001                By /s/ Allen L. Avery
                                        Allen L. Avery, President


                             -10-
<PAGE>