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 September 30, 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 November 14, 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, September 30,
             2001 and December 31, 2000                               2


      -  Unaudited Condensed Statements of Operations,
             for the three and nine months ended September 30, 2001
             and 2000 and from the re-entering of the development
             stage on May 1, 1991 through September 30, 2001          3

      -  Unaudited Condensed Statements of Cash Flows,
             for the nine months ended September 30, 2001 and 2000
             and from the re-entering of the development stage
             on May 1, 1991 through September 30, 2001                4


      -  Notes to Unaudited Condensed Financial Statements        5 - 7






<PAGE>


                                 PROLOGUE
                       [A Development Stage Company]

                         CONDENSED BALANCE SHEETS

                                [Unaudited]

                                  ASSETS


                                        September 30, December 31,
                                             2001         2000
                                         ___________  ___________
CURRENT ASSETS                            $        -   $        -
                                         ___________  ___________
        Total Current Assets                       -            -
                                         ___________  ___________
                                          $        -   $        -
                                        ____________ ____________


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                        $      300   $      725
                                         ___________  ___________
        Total Current Liabilities                300          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               9,639        6,239
  Retained deficit                           (47,579)     (47,579)
  Deficit accumulated during the
    development stage                        (12,360)      (9,385)
                                         ___________  ___________
        Total Stockholders' Equity
          (Deficit)                             (300)        (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.




<PAGE>



                                 PROLOGUE
                       [A Development Stage Company]


                    CONDENSED STATEMENTS OF OPERATIONS

                                [Unaudited]

                                                                From the
                                                              Re-entering of
                          For the Three       For the Nine     Development
                           Months Ended       Months Ended   Stage on May 1,
                           September 30,      September 30,    1991, Through
                       ___________________  __________________ September 30,
                           2001     2000      2001      2000       2001
                       _________  ________  ________  ________  _________
REVENUE                $      -   $     -   $     -   $     -   $      -

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

EXPENSES:
  General and
   Administrative           800     1,140     2,975     3,985     12,360
                       _________  ________  ________  ________  _________

LOSS FROM OPERATIONS
  BEFORE INCOME TAXES      (800)   (1,140)   (2,975)   (3,985)   (12,360)

CURRENT TAX EXPENSE           -         -         -         -          -

DEFERRED TAX EXPENSE          -         -         -         -          -
                       _________  ________  ________  ________  _________
NET LOSS               $   (800)  $(1,140)  $(2,975)  $(3,985)  $(12,360)
                       _________  ________  ________  ________  _________

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









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





<PAGE>



                                 PROLOGUE
                       [A Development Stage Company]

                    CONDENSED STATEMENTS OF CASH FLOWS

                                [Unaudited]
                                                                 From the
                                                              Re-entering of
                                             For the Nine      Development
                                             Months Ended     Stage on May 1,
                                             September 30,     1991, Through
                                           __________________  September 30,
                                              2001     2000        2001
                                           _________  _______  ___________
Cash Flows From Operating
  Activities:
 Net loss                                  $  (2,975)$(3,985)  $  (12,360)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Non-cash expenses                                -    2,825        1,035
  Changes is assets and liabilities:
    Increase (decrease) in accounts payable     (425)   1,140          300
                                           _________  _______  ___________
     Net Cash Provided (Used) by
       Operating Activities                   (3,400)   (20)      (11,025)
                                           _________  _______  ___________
Cash Flows From Investing:
  Purchase of Investment                           -        -            -
                                           _________  _______  ___________
        Net Cash Flows (Used) by
          Investing Activities                     -        -            -
                                           _________  _______  ___________
Cash Flows From Financing Activities:
  Contributed capital                          3,400        -       11,025
                                           _________  _______  ___________
     Net Cash Provided by Financing
       Activities                              3,400        -       11,025
                                           _________  _______  ___________
Net Increase (Decrease) in Cash                    -     (20)            -

Cash at Beginning of Period                        -       20            -
                                           _________  _______  ___________
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 September 30, 2001
     An officer/shareholder of the Company paid expenses totaling $3,400 on
     behalf of the Company, which has been recorded as a contribution to
     capital.

  For the periods ended September 30, 2000
     An officer/shareholder of the Company paid expenses totaling $2,825 on
     behalf of the Company, which has been recorded as a contribution to
     capital.

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





<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 September 30, 2001 and 2000 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
  period  ended  September 30, 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. 140, "Accounting for Transfers  and  Servicing  of
  Financial  Assets  and Extinguishments of Liabilities - a  replacement  of
  FASB  Statement No. 125", SFAS No. 141, "Business Combinations", SFAS  No.
  142, "Goodwill and Other Intangible Assets", and SFAS No. 143, "Accounting
  for  Asset Retirement Obligations", were recently issued.  SFAS  No.  140,
  141,  142, and 143 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.





<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  blatent  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.   As  of
  September  30,  2001  the  Company  has available  unused  operating  loss
  carryforwards  of  approximately $12,000, which  may  be  applied  against
  future taxable income and which expire in various years through 2021.

  The  amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon the
  tax  laws in effect, the future earnings of the Company, and other  future
  events,  the  effects  of  which cannot be  determined.   Because  of  the
  uncertainty  surrounding  the realization of the  loss  carryforwards  the
  Company  has established a valuation allowance equal to the tax effect  of
  the  loss  carryforwards and, therefore, no deferred tax  asset  has  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately $4,000 as of September 30, 2001 with an offsetting valuation
  allowance  of  the  same  amount resulting in a change  in  the  valuation
  allowance  of approximately $1,000 during the nine months ended  September
  30, 2001.







<PAGE>



                                 PROLOGUE
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS

  Management Compensation - During the periods ended September 30, 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 certain  expenses  on  behalf  of  the
  corporation.  The amounts of these payments are shown as contributions  to
  capital  in  excess of par value.  During the nine months ended  September
  30, 2001 $3,400 was contributed to pay company expenses.

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:
                                                                       From the
                                                                Re-entering of
                         For the Three         For the Nine      Development
                          Months Ended         Months EndedStage  on May 1,
                          September 30,        September 30,1991,  Through
                     _____________________ _____________________ September 30,
                         2001      2000       2001       2000       2001
                     __________ __________ __________ __________ __________
Loss from continuing
  operations
  available to
  common stock
  holders
  (numerator)        $    (800) $  (1,140) $  (2,975) $  (3,985) $ (12,360)
                     __________ __________ __________ __________ __________
Weighted average
  number of common
  shares outstanding
  used in earnings
  per share
  during the
  period             50,000,000 50,000,000 50,000,000 50,000,000 35,550,802
                     __________ __________ __________ __________ __________

  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.





<PAGE>



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


LIQUIDITY AND CAPITAL RESOURCES FOR THE THREE MONTH PERIOD
     ENDED SEPTEMBER 30, 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   September  30,  2001,  general  and
     administrative  expenses  were  $800.   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 September 30, 2001 and 2000
    (Unaudited).

    Net  losses  for  the periods ended September, 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  will have sufficient
     cash (through  verbal commitments of its president) 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: November 14, 2001                By /s/ Allen L. Avery
                                        Allen L. Avery, President


                             -10-
<PAGE>