UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 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, 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 000-32495


                  THE PRESTIGE GROUP.NET, INC.
              -----------------------------------
         (Name of small business issuer in its charter)

            Nevada                         88-0441287
(State or other jurisdiction of  (I.R.S. employer identification
incorporation or organization)               number)

   11469 Olive Blvd., #262,                   63141
         St. Louis, MO
(Address of principal executive            (Zip code)
           offices)

Issuer's telephone number: (314) 432-3772

Securities Registered Pursuant to Section 12(b) of the Act: NONE

      Title of each class        Name of each exchange on which
                                           registered





Securities Registered Pursuant to Section 12(g) of the Act:

                             COMMON
                        (Title of class)


                        (Title of class)



PAGE-1-



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. [X] Yes [   ] No

Check  if there is no disclosure of delinquent filers in response
to  Item 405 of Regulation S-B is not contained 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]

State issuer's revenues for its most recent fiscal year. $0

State  the  aggregate market value of the voting  and  non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked  price of such common equity, as of a specified date within
the  past 60 days. (See definition of affiliate in Rule 12b-2  of
the Exchange Act.) $38,174

Note:  If  determining  whether a person  is  an  affiliate  will
involve  an  unreasonable  effort and  expense,  the  issuer  may
calculate the aggregate market value of the common equity held by
non-affiliates  on  the basis of reasonable assumptions,  if  the
assumptions are stated.

State  the  number of shares outstanding of each of the  issuer's
classes  of  common  equity, as of the latest  practicable  date.
4,366,494

               DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
describe  them  and identify the part of the Form  10-KSB  (e.g.,
Part  I,  Part II, etc.) into which the document is incorporated:
(1)  any  annual  report to security holders; (2)  any  proxy  or
information  statement; and (3) any prospectus filed pursuant  to
Rule  424(b)  or  (c) of the Securities Act of 1933  ("Securities
Act").  The  listed  documents should be  clearly  described  for
identification purposes (e.g., annual report to security  holders
for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X]

                   FORWARD LOOKING STATEMENTS

This Annaul Report contains forward-looking statements about  our
business,  financial  condition and prospects  that  reflect  our
management's   assumptions  and  beliefs  based  on   information
currently  available.   We  can  give  no  assurance   that   the
expectations indicated by such forward-looking statements will be
realized.   If any of our assumptions should prove incorrect,  or
if   any   of   the  risks  and  uncertainties  underlying   such
expectations  should materialize, our actual results  may  differ
materially   from   those   indicated  by   the   forward-looking
statements.

The key factors that are not within our control and that may have
a  direct  bearing  on  operating results include,  but  are  not
limited to, acceptance of our services, our ability to expand its
customer  base,  managements' ability to  raise  capital  in  the
future,  the  retention  of  key employees  and  changes  in  the
regulation of our industry.

There may be other risks and circumstances that management may be
unable  to  predict.  When used in this Report,  words  such  as,
"believes,"    "expects,"  "intends,"   "plans,"   "anticipates,"
"estimates" and similar expressions are intended to identify  and
qualify forward-looking statements, although there may be certain
forward-looking  statements not accompanied by such  expressions.
However, the forward-looking statements contained herein are  not
covered  by  the  safe  harbors created by  Section  21E  of  the
Securities Exchange Act of 1934.



PAGE-2-



PART I

ITEM 1.  BUSINESS.

A.     Business Development and Summary

We were formed as a Nevada Corporation on July 13, 1999 under the
name  Prestige Jewelry, Inc.  On February 4, 2002,  we  filed  an
amendment  to  our articles of incorporation to change  our  name
from Prestige Jewelry, Inc. to The Prestige Group.net, Inc.   Our
articles  of incorporation authorize us to issue up to 50,000,000
shares  of  common stock at a par value of $0.001 per  share  and
5,000,000 shares of preferred stock at par value.  We have had no
material reclassification, merger, consolidation, or purchase  or
sale  of  a  significant amount of assets  outside  the  ordinary
course of business.

B.     Business of Issuer

1) Principal products or services and their markets

We  have  an  Internet site that will serve as the  base  of  our
retail  operations.   The web site roughly outlines  the  product
lines that we will offer consumers.  We will market the following
products:

  1.   Rings,

  2.   Bracelets,

  3.   Necklaces,

  4.   Earrings

  5.   Collectible coins and

  6.   Precious gemstones.

Since our inception, we have not generated any revenues.  In  the
normal  course of business, we will evaluate our current  markets
to identify any growing markets where we believe we could compete
or  any markets that are no longer economically attractive.  This
periodic  review  will determine our decision to  enter  or  exit
certain  markets or product categories.  We have  not  identified
any  such  possibilities, and we cannot assure you that any  such
businesses will be profitable.
2) Distribution methods of the products or services

We  seek  to  use  the Internet to generate brand  awareness  and
recognition.   We intend to develop a web site that  provides  an
overview  of  our  expected product lines.   Our  web  site  will
provide information regarding our company and industry to educate
consumers about ongoing trends and developments.  In addition, we
will display detailed information about our product offerings  to
assist consumers in making educated purchasing decisions.

Our  web  site  will  be designed to process purchases  over  the
Internet.  We have neither implemented this capacity nor begun to
generate revenues.  We expect our web site to be our sole  source
of  revenues, once fully operational.  Our goal is to provide the
ability for consumers to purchase products that they research  on
our site.

4) Competition

We  intend  to compete against traditional retailers for  jewelry
and  collectibles in the United States, which can be  grouped  as
follows:

  1.   High-end department stores that offer a limited selection of
     mid-range to high-end jewelry products,

  2.    National  department  stores that  tend  to  carry  broad
     selections of low-end to mid-range jewelry from brands that are
     complementary to the stores' other offerings,

  3.    Specialty stores that carry a broad selection of specific
     product categories and

  4.    Boutiques that generally carry a selection of the  latest
     trends or most sought-after collectibles.



PAGE-3-



We intend to compete by:

  1.   Selling jewelry and collectibles over the Internet.

  2.   Offer innovative and attractive jewelry and collectibles.

  3.    Marketing an expanding product or service range as we may
     develop.

8) Regulation

We  are  not currently subject to direct federal, state or  local
regulation   other  than  regulations  applicable  to  businesses
generally  and  directly applicable to online commerce.   Several
states  have  proposed legislation to limit the uses of  personal
user  information gathered online or require online  services  to
establish  privacy  policies.  The Federal Trade  Commission  has
also  initiated  action  against  at  least  one  online  service
regarding  the manner in which personal information is  collected
from  users  and provided to third parties.  We do not  currently
provide  personal  information  regarding  our  users  to   third
parties.
9) Effect of existing or probable governmental regulations on the
business

The  adoption or modification of laws or regulations relating  to
the  Internet  could  adversely affect the  manner  in  which  we
currently  conduct  our business.  In addition,  the  growth  and
development  of the market for online commerce may lead  to  more
stringent  consumer  protection laws that may  impose  additional
burdens on us.

In  order  to comply with new or existing laws regulating  online
commerce,  we  may  need  to modify the manner  in  which  we  do
business, which may result in additional expenses.  For instance,
we may need to spend time and money revising the process by which
we  fulfill customer orders to ensure that each shipment complies
with  applicable laws.  We may need to hire additional  personnel
to monitor our compliance with applicable laws.  We may also need
to modify our software to further protect our customers' personal
information.

12) Number of total employees and number of full time employees

We  currently  have  no  employees other than  our  officers  and
directors, who each at present devotes approximately 50% of  full
time services to our business.

C.     Reports to Security Holdings

(1)  Annual reports

Although  we  have  not been required to  do  so,  we  intend  to
voluntarily  deliver  annual reports to security  holders.   Such
annual reports will include audited financial statements.

(2)  Periodic reports with the SEC

As  of the date of this Registration Statement, we have not filed
periodic  reports  with the SEC.  However, the  purpose  of  this
Registration Statement is to become a fully-reporting company  on
a voluntary basis.  Hence, we will file periodic reports with the
SEC  as  required  by  laws and regulations applicable  to  fully
reporting companies.

(3)  Availability of filings

The  public may read and copy any materials we file with the  SEC
at  the  SEC's  Public Reference Room at 450 Fifth Street,  N.W.,
Washington, D.C. 20549.  The public may obtain information on the
operation of the Public Reference Room by calling the SEC  at  1-
800-SEC-0330.   Additionally, the SEC maintains an Internet  site
(http://www.sec.gov) that contains reports, proxy and information
statements  and  other information regarding  issuers  that  file
electronically with the SEC.



PAGE-4-



ITEM 2.  PROPERTIES

Our  corporate offices are located at 11469 Olive Boulevard #262,
St.  Louis,  Missouri 63141.  This approximately 350 square  foot
office space is provided by our officers at no charge to us.   We
do  not have any additional facilities.  Additionally, there  are
currently no proposed programs for the renovation, improvement or
development of the property currently being utilized by us.

We do not intend to renovate, improve, or develop properties.  We
are  not  subject  to  competitive conditions  for  property  and
currently  have  no property to insure.  We have no  policy  with
respect to investments in real estate or interests in real estate
and  no  policy  with  respect  to  investments  in  real  estate
mortgages.    Further,  we  have  no  policy  with   respect   to
investments  in  securities of or interests in persons  primarily
engaged in real estate activities.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not subject to any legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.









PAGE-5-



                             PART II

ITEM  5.   MARKET  FOR  REGISTRANT'S COMMON  EQUITY  AND  RELATED
STOCKHOLDER MATTERS

A.     Market information

Our  common  stock  is  currently traded on the  Over-the-Counter
Bulletin  Board  under the stock ticker symbol  "PGPN,"  formerly
PJWL.   The following table sets forth the monthly high  and  low
prices for the Company's common stock on the OTCBB(R) at the  end
of each quarter of 2001:

      Quarter Ended       High     Low
     -----------------------------------
     June 30, 2001        $0.05   $0.05
     September 30, 2001   $0.05   $0.02
     December 31, 2001    $0.03   $0.02


OTCBB(R) quotations of OneCap's Common Stock reflect inter-dealer
prices,  without  retail mark-ups, markdowns or commissions,  and
may not necessarily represent actual transactions.

B.     Holders

As  of the date of this registration statement, we had 85 holders
of record of our common stock.

C.     Dividends

We have not declared any cash dividends on our common stock since
our  inception and do not anticipate paying such dividends in the
foreseeable  future.   We plan to retain  earnings,  if  any,  to
support  the development of the Company's business and  does  not
anticipate  paying dividends in the foreseeable future.   Payment
of  future  dividends, if any, will be at the discretion  of  our
Board  of  Directors after taking into account  various  factors,
including our financial condition, operating results, current and
anticipated cash needs and plans for expansion.

D.       Securities   authorized  for   issuance   under   equity
compensation plans

Not applicable.

ITEM  6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN   OF
OPERATION

                   FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-SB that are  not
historical  facts are "forward-looking statements" which  can  be
identified  by  the  use  of  terminology  such  as  "estimates,"
"projects,"   "plans,"   "believes,"  "expects,"   "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties.  We urge you to
be   cautious  of  the  forward-looking  statements,  that   such
statements,  which are contained in this Form 10-SB, reflect  our
current  beliefs with respect to future events and involve  known
and  unknown risks, uncertainties and other factors affecting our
operations,  market growth, services, products and licenses.   No
assurances  can  be  given regarding the  achievement  of  future
results,  as actual results may differ materially as a result  of
the  risks  we  face,  and  actual events  may  differ  from  the
assumptions  underlying  the  statements  that  have  been   made
regarding  anticipated  events.  Factors that  may  cause  actual
results, our performance or achievements, or industry results, to
differ materially from those contemplated by such forward-looking
statements include without limitation:

  1.    Our  ability to maintain, attract and integrate  internal
     management, technical information and management information
     systems;



PAGE-6-



  2.   Our ability to generate customer demand for our services;

  3.   The intensity of competition; and

  4.   General economic conditions.

All   written  and  oral  forward-looking  statements   made   in
connection with this Form 10-SB that are attributable  to  us  or
persons  acting  on our behalf are expressly qualified  in  their
entirety by these cautionary statements.  Given the uncertainties
that  surround such statements, you are cautioned  not  to  place
undue reliance on such forward-looking statements.

The  safe harbors of forward-looking statements provided  by  the
Securities  Litigation  Reform Act of  1995  are  unavailable  to
issuers not subject to the reporting requirements set forth under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended.   As  the  Company  has not  registered  its  securities
pursuant to Section 12 of the Exchange Act, such safe harbors set
forth under the Reform Act are unavailable to the Company.

A.     Plan of Operation

Since our inception, we have incurred a net loss of $69,981.  Our
efforts have focused primarily on the development of our plan  of
operation, implementing our initial business strategy and raising
working  capital through equity financing.  To fund  fiscal  2001
operations,  management believes our current financial  resources
and ability to generate revenues is inadequate to provide for its
working  capital needs through December 2002.  Management intends
to  raise additional capital via a public or private offering  of
equity  or  debt securities to fund fiscal year 2002  operations.
Our  owners and management have also committed to provide us,  on
an  as  needed  basis,  capital to continue operations,  although
there are no agreements to do so.  There are no preliminary  loan
agreements or understandings between us, our officers,  directors
or  affiliates or lending institutions.  We have no  arrangements
or  commitments  for accounts and accounts receivable  financing.
There can be no assurance that any such financing can be obtainer
or, if obtained, that it will be on reasonable terms.

ITEM 7.  FINANCIAL STATEMENTS









PAGE-7-






                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)

                         Balance Sheets
                              as of
                   December 31, 2001 and 2000

                               and

                    Statements of Operations,
              Changes in Stockholders' Equity, and
                           Cash Flows
                       for the years ended
                   December 31, 2001 and 2000
                               and
                         for the period
                July 13, 1999 (Date of Inception)
                             through
                        December 31, 2001






PAGE-8-



                        TABLE OF CONTENTS


Independent Auditor's Report                                    1

Balance Sheets                                                  2

Statements Of Operations                                        3

Statement Of Changes In                                         4
Stockholders' Equity

Statements Of Cash Flows                                        5

Footnotes                                                       6








PAGE-9-



G. BRAD BECKSTEAD
Certified Public Accountant
                                              330 E. Warm Springs
                                              Las Vegas, NV 89119
                                                     702.257.1984
                                              702.362.0540 (efax)


             INDEPENDENT ACCOUNTANT'S REVIEW REPORT

March 26, 2002

The Prestige Group.net, Inc.
[formerly Prestige Jewelry, Inc.]
Las Vegas, NV

I have audited the Balance Sheets of The Prestige Group.net, Inc.
(the "Company") (A Development Stage Company), as of December 31,
2001   and  2000,  and  the  related  Statements  of  Operations,
Stockholders' Equity, and Cash Flows for the years then ended and
for  the period July 13, 1999 (Date of Inception) to December 31,
2001.   These financial statements are the responsibility of  the
Company's management.  My responsibility is to express an opinion
on these financial statements based on my audit.

I  conducted  my  audit  in  accordance with  generally  accepted
auditing  standards.  Those standards require  that  I  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   statement
presentation.   An audit also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
I  believe  that  my  audit provides a reasonable  basis  for  my
opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position  of  The
Prestige  Group.net,  Inc. (A Development Stage  Company)  as  of
December 31, 2001 and 2000, and the results of its operations and
cash flows for the years then ended, and for the period July  13,
1999 (Date of Inception) to December 31, 2001, 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  in
Note  3  to the financial statements, the Company has had limited
operations  and have not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going concern.  Management's plan in regard to these matters  are
also  described  in  Note  3.  The financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.


/s/ G. Brad Beckstead, CPA
---------------------------
G. Brad Beckstead, CPA



PAGE-10-F1



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
                         Balance Sheets

                                                December 31,
                                            ----------------------
                                             2001         2000
Assets                                      ----------------------

Current assets:
     Cash                                      $590       $39,090
     Due from shareholder                       105           105
     Inventory                                4,614         4,614
       Interest  receivable  -  officer,        167             -
director & shareholder                      ----------------------
          Total current assets                5,476        43,809
                                            ----------------------
Fixed assets, net                             6,847         2,475
Web site development, net                    10,987        14,807

Note receivable - officer, director &        10,000        10,000
shareholder
                                            ----------------------
                                            $33,310       $61,091
                                            ======================
Liabilities and Stockholders' Equity

Current liabilities:                             $-            $-
                                            ----------------------
Stockholders' equity:
     Common stock, $0.001 par value,         19,132         5,832
50,000,000
        shares authorized, 19,132,467
and 5,832,467 shares
        issued and outstanding as of
12/31/01 & 12/31/00, respectively
     Preferred stock, $0.001 par value,           -             -
5,000,000 shares
        authorized, no shares issued or
outstanding
     Additional paid-in capital             133,291       116,591
     Subscriptions receivable               (3,775)      (15,975)
     (Deficit) accumulated during         (115,338)      (45,357)
development stage                          -----------------------
                                             33,310        61,091
                                           -----------------------
                                            $33,310       $61,091
                                           =======================


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



PAGE-11-F2



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
                    Statements of Operations

                                       For the years       July
                                           ended         13,1999
                                                        (inception)
                                                            to
                                                         December
                                                             31,
                                                            2001
                                  ---------------------
                                    December  December
                                        31,       31,
                                      2001      2000
                                  ----------------------------------

      Revenue                             $        $           $
                                          -        -           -
                                  ----------------------------------
      Expenses:
           General administrative    39,985    6,358      80,476
      expenses
           General administrative    24,826        -      24,826
      expenses - related party
           Depreciation and           5,337    4,361      10,203
      amortization                ----------------------------------
                Total expenses       70,148   10,719     115,505
                                  ----------------------------------
      Other income:
           Interest income -            167        -         167
      officer, director &         ----------------------------------
      shareholder

      Net (loss)                   $(69,981) $(10,719) $(115,338)
                                  ==================================

      Weighted average number of
      common shares outstanding -  5,868,908  5,319,902
      basic and fully diluted     =====================

      Net (loss) per share - basic        $        $
      and fully diluted              (0.01)   (0.00)
                                  =====================


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



PAGE-12-F3



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
          Statements of Changes in Stockholders' Equity


                    Common Stock   Subscriptions Additional (Deficit)   Total
                  ---------------- Receivable    Paid-in   Accumulated Stock-
                                                 Capital     During    holders
                                                           Development Equity
                                                             Stage

                    Shares  Amount
                  ------------------------------------------------------------

August 1999
 Foudners shares   4,000,000 $4,000     $-         $-          $-     $4,000


November 1999
 Rule 504 offering 1,272,467  1,272     25     61,151                 62,448


Net (loss)
 July 13, 1999                                            (34,638)   (34,638)
(inception) to
 December 31, 1999

Balance, 12/31/99  5,272,467 $5,272    $25    $61,151    $(34,638)   $31,810


December 2000
 Rule 505 offering   560,000    560  (16,000)  55,440                 40,000


Net (loss)
 For the year ended                                        (10,719)  (10,719)
 December 31, 2000 -----------------------------------------------------------

Balance, December  5,832,467 $5,832 $(15,975) $116,591    $(45,357)  $61,091
31, 2000

January 2001
 Cancellation of                      16,000                          16,000
 subscriptions receivable

December 2001
 Issued for cash  13,300,000 13,300   (3,800)  16,700                 26,200
 and subscriptions
 receivable

Net (loss)
 For the year ended                                        (69,981)  (69,981)
 December 31, 2001 -----------------------------------------------------------

Balance,
December          19,132,467 $19,132 $(3,775) $133,291   $(115,338)  $33,310
31, 2001          ============================================================



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



PAGE-13-F4



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
                    Statements of Cash Flows

                                    For the years ended       July 13,
                                                                1999
                                                             (Inception)
                                                                 to
                                                              December
                                                                  31,
                                 -----------------------        2001
                                    December    December
                                    31, 2001    31, 2000
    Cash flows from operating    ----------------------------------------
    activities
    Net (loss)                      $(69,981)   $(10,719)    $(115,338)
         Shares issued for                  -           -        10,178
    services
         Depreciation and               5,337       4,361        10,203
    amortization
    Adjustments to reconcile net (loss) to
    net cash (used) by
         operating activities:
         (Increase) decrease due            -       3,600         (105)
    from shareholder
         (Increase) in inventory            -           -       (4,614)
         (Increase) in note          (10,000)           -       (10,000
    receivable - officer,
    director &
              shareholder
         Increase in interest           (167)           -         (167)
    receivable - officer,        ----------------------------------------
    director &
              shareholder
    Net cash (used) by operating     (74,811)     (2,758)     (109,843)
    activities                   ----------------------------------------

    Cash flows from investing
    activities
         Purchase of fixed assets     (5,889)     (1,153)       (8,937)
         Web site development               -           -      (19,100)
                                 ----------------------------------------
    Net cash (used) by investing      (5,889)     (1,153)      (28,037)
    activities                   ----------------------------------------

    Cash flows from financing
    activities
         Issuances of common           30,000      56,000       142,245
    stock
         Issuance (decrease) in        12,200    (16,000)       (3,775)
    subscriptions receivable     ----------------------------------------
    Net cash provided by               42,200      40,000       138,470
    financing activities         ----------------------------------------

    Net increase (decrease) in       (38,500)      36,089           590
    cash
    Cash - beginning                   39,090       3,001             -
    Cash - ending                        $590     $39,090          $590
                                 ========================================
    Supplemental disclosures:
         Interest paid                     $-          $-            $-
         Income taxes paid                 $-          $-            $-
                                 ========================================
    Non-cash investing and
    financing activities:
         Stock issued for                  $-     $10,178       $10,178
    services provided
         Number of shares issued            -     203,567       203,567
    for services                 =======================================


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



PAGE-14-F5



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
                              Notes

Note 1 - History and organization of the company

The Company was organized July 13, 1999 (Date of Inception) under
the laws of the State of Nevada, as The Prestige Group.net, Inc.
The Company has no operations and in accordance with SFAS #7, the
Company is considered a development stage company.  The Company
is authorized to issue 50,000,000 shares of $0.001 par value
common stock and 5,000,000 shares of $0.001 par value preferred
stock.

Note 2 - Accounting policies and procedures

Use of 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 and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those estimates.

Cash and cash equivalents
For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or
less are considered to be cash equivalents.  There are no cash
equivalents in the amount of as of December 31, 2001 and 2000.

Equipment
The cost of equipment is depreciated over the estimated useful
life of the equipment utilizing the straight-line method of
depreciation based on the following estimated useful lives:

     Equipment                   5 years

Website
Website development costs are amortized over 60 months.

Impairment of long lived assets
Long lived assets held and used by the Company are reviewed for
possible impairment whenever events or circumstances indicate the
carrying amount of an asset may not be recoverable or is
impaired.  No such impairments have been identified by management
at December 31, 2001 and 2000.

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to
management as of December 31, 2001 and 2000.  The respective
carrying value of certain on-balance-sheet financial instruments
approximated their fair values.  These financial instruments
include cash and accounts payable.  Fair values were assumed to
approximate carrying values for cash and payables because they
are short term in nature and their carrying amounts approximate
fair values or they are payable on demand.

Revenue recognition
The Company recognizes revenue on the accrual basis.

Advertising costs
The Company expenses all costs of advertising as incurred.  There
were no advertising costs included in general and administrative
expenses as of December 31, 2001 and 2000.

Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up Activities," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires
most costs of start-up activities and



PAGE-15-F6



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
                              Notes

organizational costs to be expensed as incurred.  SOP 98-5 is
effective for fiscal years beginning after December 15, 1998.
With the adoption of SOP 98-5, there has been little or no effect
on the Company's financial statements.

Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share".  Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period.  As of December
31, 2001 and 2000, the Company had no dilutive common stock
equivalents, such as stock options or warrants.

Dividends
The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid or declared since
inception.

Segment reporting
The Company follows Statement of Financial Accounting Standards
No. 130, "Disclosures About Segments of an Enterprise and Related
Information."  The Company operates as a single segment and will
evaluate additional segment disclosure requirements as it expands
its operations.

Income taxes
The Company follows Statement of Financial Accounting Standard
No. 109, "Accounting for Income Taxes" ("SFAS No. 109") for
recording the provision for income taxes.  Deferred tax assets
and liabilities are computed based upon the difference between
the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or
settled.  Deferred income tax expenses or benefits are based on
the changes in the asset or liability each period.  If available
evidence suggests that it is more likely than not that some
portion or all of the deferred tax assets will not be realized, a
valuation allowance is required to reduce the deferred tax assets
to the amount that is more likely than not to be realized.
Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods.  Deferred taxes
are classified as current or non-current, depending on the
classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary
differences are expected to reverse.

Recent pronouncements
The FASB recently issued Statement No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of
Effective Date of FASB Statement No. 133".  The Statement defers
for one year the effective date of FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities".
The rule now will apply to all fiscal quarters of all fiscal
years beginning after June 15, 2000.  In June 1998, the FASB
issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities."  The Statement will require the company to
recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value
through income, if the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the
hedged assets, liabilities, or firm commitments through earnings
or recognized in other comprehensive income until the hedged item
is recognized in earnings.  The ineffective portion of a
derivative's change in fair value will be immediately recognized
in earnings.  The company does not expect SFAS No. 133 to have a
material impact on earning s and financial position.

In December 1999, the Securities and Exchange Commission released
Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements (SAB No. 101), which provides guidance on
the recognition, presentation and disclosure of revenue in
financial statements.  SAB No. 101 did not impact the company's
revenue recognition policies.



PAGE-16-F7



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
                              Notes

Stock-Based Compensation
The Company accounts for stock-based awards to employees in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related
interpretations and has adopted the disclosure-only alternative
of FAS No. 123, "Accounting for Stock-Based Compensation."
Options granted to consultants, independent representatives and
other non-employees are accounted for using the fair value method
as prescribed by FAS No. 123.

Year end
The Company has adopted December 31 as its fiscal year end.

Note 3 - Going concern

The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has not commenced its planned principal
operations and it has not generated any revenues.  In order to
obtain the necessary capital, the Company will seek equity and/or
debt financing.  If the financing does not provide sufficient
capital, shareholders of the Company has agreed to provide
sufficient funds as a loan over the next twelve-month period.
However, the Company is dependent upon its ability to secure
equity and/or debt financing and there are no assurances that the
Company will be successful, without sufficient financing it would
be unlikely for the Company to continue as a going concern.

The officers and directors are involved in other business
activities and may, in the future, become involved in other
business opportunities.  If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests.  The
Company has not formulated a policy for the resolution of such
conflicts.

Note 4 - Fixed assets

The Company purchased computer equipment in the amount of $5,889
during the year ended December 31, 2001 and $1,153 during the
year ended December 31, 2000.  The Company recorded depreciation
expense in the amount of $5,337 during the year ended December
31, 2001 and $4,361 during the year ended December 31, 2000.



PAGE-17-F8



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
                              Notes
Note 5 - Income taxes

The  Company  accounts  for  income  taxes  under  Statement   of
Financial  Accounting Standards No. 109, "Accounting  for  Income
Taxes"   ("SFAS  No. 109"), which requires use of  the  liability
method.    SFAS  No.  109 provides that deferred tax  assets  and
liabilities are recorded based on the differences between the tax
bases  of  assets and liabilities and their carrying amounts  for
financial   reporting   purposes,  referred   to   as   temporary
differences.  Deferred tax assets and liabilities at the  end  of
each  period are determined using the currently enacted tax rates
applied  to  taxable income in the periods in which the  deferred
tax  assets  and  liabilities  are  expected  to  be  settled  or
realized.

The  provision for income taxes differs from the amount  computed
by  applying  the  statutory federal income tax  rate  to  income
before  provision for income taxes.  The sources and tax  effects
of the differences are as follows:

       U.S federal statutory rate      (34.0%)

       Valuation reserve                    34.0%

       Total                                            -%

As  of  December  31, 2001, the Company has a net operating  loss
carryforward  of  approximately $115,338 for tax purposes,  which
will  be available to offset future taxable income.  If not used,
this carryforward will expire in 2021.

Note 6 - Stockholder's equity

The Company is authorized to issue 50,000,000 shares of it $0.001
par  value  common stock and 5,000,000 shares of its  $0.001  par
value preferred stock.

During  August 1999, the Company issued 4,000,000 shares  of  its
$0.001  par  value  common  stock to  two  of  its  founders  and
directors valued at $4,000.

During  November 1999, the Company issued 1,272,467 of its $0.001
par  value  common stock for total cash and services  of  $62,423
(net  of  offering costs) pursuant to a Rule 504 of the SEC  1933
Securities Act offering.  The Company owes $25 to an investor for
refund of a subscription to stock, which has been categorized  as
subscription payable.

During  December 2000, the Company issued 560,000 shares  of  its
$0.001 par value common stock for total cash of $56,000 (of which
$40,000  had  been received by December 31, 2000) pursuant  to  a
Regulation D, Rule 505 of the SEC 1933 Securities Act,  offering.
The remaining $16,000 is considered subscriptions receivable.

During  January 2001, the Company received $16,000 cash to cancel
the subscriptions receivable.

On  October  29,  2001,  the  Company  amended  its  articles  of
incorporation to increase the number of authorized shares of  its
$0.001 par value common stock to 50,000,000 shares.

On  December  31,  2001, the Company executed  a  stock  purchase
agreement  with  Ashford  Capital,  LLC,  a  California   limited
liability   company,  (Ashford).   This  transaction   shall   be
conducted  in  accordance with an exemption from the registration
provisions  of  Section  5  of the Securities  Act  of  1933,  as
amended,   provided  under  Regulation  D,  Rule  506.    Ashford
purchased  a total of 13,300,000 shares of its $0.001  par  value
common  stock for a total of $30,000.  As of December  31,  2001,
the  Company received $26,200 in cash.  The remaining  $3,800  is
considered subscriptions receivable.

There  have  been  no other issuances of common and/or  preferred
stock.



PAGE-18-F9



                  The Prestige Group.net, Inc.
                [formerly Prestige Jewelry, Inc.]
                  (A Development Stage Company)
                              Notes

Note 7 - Warrants and options

There are no warrants or options outstanding to acquire any
additional shares of common stock.

Note 8 - Related party transactions

The Company hired the son of the shareholders that are also
officers and directors as an independent contractor to perform
sales development services.  For the year ended December 31,
2001, the Company has paid this individual $1,050 for services
rendered.

The Company paid consulting services to an officer and director
of the Company in the amount of $1,000 for the year ended
December 31, 2001.

The Company paid consulting services to another company wholly
owned by the officers and directors of the Company in the amount
of $4,572 for the year ended December 31, 2001.

The Company hired B.M.M., LLC, a company wholly owned by the
brother of one of the officers and directors, that company is
also a shareholder.  B.M.M., LLC has performed consulting
services in the amount of $7,000 for the year ended December 31,
2001.

The Company hired Denford Investments, LLC, a shareholder of the
Company.  Denford Investments, LLC has performed consulting
services in the amount of $4,000 for the year ended December 31,
2001.

The Company paid Corporate Regulatory Services, a shareholder of
the Company, for corporate consulting services in the amount of
$5,905 for the year ended December 31, 2001.

The Company paid Patrick Deparini, a shareholder of the Company,
for consulting services in the amount of $1,300 for the year
ended December 31, 2001.

On January 3, 2002, the Company executed consulting agreements
with B.M.M., LLC and Denford Investments, LLC.  B.M.M., LLC is a
company wholly owned by the brother of one of the officers and
directors and that company is also a shareholder.  Denford
Investments, LLC is a shareholder of the Company.  Each entity
will provide consulting services for the Company for a period of
6 months from the date of execution of the agreement and will
receive a total of 2,700,000 shares of common stock valued at
$54,000.

Note 9 - Subsequent events

On January 3, 2002, the Company executed consulting agreements
with B.M.M., LLC and Denford Investments, LLC.  B.M.M., LLC is a
company wholly owned by the brother of one of the officers and
directors and that company is also a shareholder.  Denford
Investments, LLC is a shareholder of the Company.  Each entity
will provide consulting services for the Company for a period of
6 months from the date of execution of the agreement and will
receive a total of 2,700,000 shares of common stock valued at
$54,000.

On February 4, 2002, the Company amended its articles of
incorporation to change the Company's name to The Prestige
Group.net, Inc.

On March 20, 2002, the Company effectuated a 1:5 reverse stock
split for all shareholders as of that date.



PAGE-19-F10




                            PART III

ITEM  9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS  AND  CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The board of directors elects our executive officers annually.  A
majority  vote of the directors who are in office is required  to
fill  vacancies.  Each director shall be elected for the term  of
one  year,  and until his successor is elected and qualified,  or
until  his  earlier  resignation or removal.  Our  directors  and
executive officer are as follows:

      Name         Age        Position         Date Appointed

Joseph M. Dzierwa  43      President and       July 16, 1999
                           Director

Pamela J. Dzierwa  44      Secretary,          July 16, 1999
                           Treasurer and
                           Director

Joseph M. Dzierwa, President and Director - Mr. Dzierwa has  been
in the jewelry industry for over 25 years.  Beginning in 1974, he
entered  an  apprenticeship with Kinsley and Sons,  Inc.  in  St.
Louis, Missouri, as a journey jeweler and diamond setter.   After
10  years of service, Mr. Dzierwa accepted a managerial and buyer
position  with  Metro  '70, Inc., a jewelry retailer,  from  1984
through 1985.  From 1985 until 1992, Mr. Dzierwa was employed  as
a  journey jeweler and diamond setter for Kinsley and Sons,  Inc.
and  Glenn Betz and Associates, Inc.  In 1992, Mr. Dzierwa became
President  of  Pamjoz,  Inc., where he currently  performs  as  a
journeyman jeweler and diamond setter.

Pamela J. Dzierwa, Secretary, Treasurer and Director - With  over
15  years  of  experience  in the retail jewelry  industry,  Mrs.
Pamela Dzierwa currently serves as the Secretary and Treasurer of
Pamjos,   Inc.,   since   1992.   Her  responsibilities   include
performing  general  office work, maintaining  inventory  control
procedures and tracking accounts payable and accounts receivable.
Prior  to  being employed at Pamjos, Mrs. Dzierwa was working  at
Metro   '70,   Inc.    Duties  there  included   general   office
responsibilities,  performing  purchasing  duties,  managing  the
company's books and accounting records and controlled inventory.

Our  directors  serve for a one-year term.  Our bylaws  currently
provide  for a board of directors comprised of a minimum  of  one
director.

Board Committees

We  currently  have  no  compensation committee  or  other  board
committee performing equivalent functions.

Employees

We  currently  have  no  employees.  Our officers  and  directors
perform all functions necessary to maintain the operations of our
company.

Legal Proceedings

No  officer,  director, or persons nominated for such  positions,
promoter  or  significant employee has  been  involved  in  legal
proceedings  that  would  be material to  an  evaluation  of  our
management.

ITEM 10.  EXECUTIVE COMPENSATION

We do not have employment agreements with our executive officers.
We  continue to have discussions with our attorneys to  determine
the  appropriate  terms  needed for the  creation  of  employment
agreements  for our officers.  There has been no discussion  with
any  of  our  officers  regarding any potential  terms  of  these
agreements,  nor  have  such  terms  been  determined  with   any
specificity.  We plan to have these agreements completed  by  the
beginning  of  the next year.  We have no proposal, understanding
or  arrangement  concerning accrued earnings to be  paid  in  the
future.   In  the meanwhile, all of our executive  officers  have
been   drawing  salaries  since  they  were  appointed  to  their
positions.



PAGE-20-



                 Summary Compensation Table

                     Annual              Long-Term Compensation
                  Compensation
             ------------------          -------------------------------------
Name and     Year  Salary Bonus  Other   Restricted  Securities  LTIP     All
Principal            ($)   ($)   Annual    Stock     Underlying  Payouts Other
Position                         Compen-   Awards    Options(#)   ($)    Comp-
                                 sation     ($)                          ensa-
                                  ($)                                    tion
                                                                         ($)

Joseph M.   2001      0     0      0         0            0        0      0
Dzierwa
President,  2000      0     0      0         0            0        0      0
CEO and
Director



Pamela J.   2001      0     0      0         0            0        0      0
Dzierwa
Secretary,  2000      0     0      0         0            0        0      0
Treasurer
and
Director


Employment Contracts

We do not have employment agreements.

Board Compensation

Members   of   our  board  of  directors  do  not  receive   cash
compensation  for  their  services as  directors,  although  some
directors  are  reimbursed for reasonable  expenses  incurred  in
attending board or committee meetings.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The  following tables set forth the ownership, as of the date  of
this  registration statement, of our common stock by each  person
known  by  us to be the beneficial owner of more than 5%  of  our
outstanding  common  stock,  our  directors,  and  our  executive
officers and directors as a group.  To the best of our knowledge,
the  persons  named  have sole voting and investment  power  with
respect to such shares, except as otherwise noted.  There are not
any  pending or anticipated arrangements that may cause a  change
in control of our company.

         Name and Address of     Amount and
                                   Nature
 Title     Beneficial Owner     of Beneficial     Percent of
  of                                Owner            Class
 Class
--------------------------------------------------------------
Common   Joseph M. Dzierwa         400,000           9.16%
         11469 Olive Blvd. #262
         St. Louis, Missouri 63141

Common   Pamela J. Dzierwa         400,000           9.16%
         11469 Olive Blvd. #262
         St. Louis, Missouri
         63141
-------------------------------------------------------------
Common   All directors and         800,000          18.32%
         named executive
         officers as a group
         (1 person)
-------------------------------------------------------------
Common   Ashford Capital, LLC     2,660,000         60.92%
         1301 Dove St., Ste.
         800
         Newport Beach, CA
         92660

Common   B.M.M., LLC               287,000           6.58%
         5300 W. Sahara Ave.,
         Ste. 101
         Las Vegas, NV 89146

Common   Denford Investments,      272,000           6.23%
         LLC
         2333 Caringa Way #30
         Carlsbad, CA 92009



PAGE-21-



This  table  is  based upon information derived  from  our  stock
records.   Unless  otherwise indicated in the footnotes  to  this
table and subject to community property laws where applicable, it
believes  that each of the shareholders named in this  table  has
sole  or shared voting and investment power with respect  to  the
shares  indicated as beneficially owned.  Applicable  percentages
are based upon 4,366,494 shares of common stock outstanding as of
March 27, 2002.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  hired  the son of the shareholders  that  are  also
officers  and directors as an independent contractor  to  perform
sales  development  services.  For the year  ended  December  31,
2001,  the  Company has paid this individual $1,050 for  services
rendered.

The  Company paid consulting services to an officer and  director
of  the  Company  in  the amount of $1,000  for  the  year  ended
December 31, 2001.

The  Company  paid consulting services to another company  wholly
owned  by the officers and directors of the Company in the amount
of $4,572 for the year ended December 31, 2001.

The  Company  hired B.M.M., LLC, a company wholly  owned  by  the
brother  of  one of the officers and directors, that  company  is
also   a  shareholder.   B.M.M.,  LLC  has  performed  consulting
services in the amount of $7,000 for the year ended December  31,
2001.

The  Company hired Denford Investments, LLC, a shareholder of the
Company.   Denford  Investments,  LLC  has  performed  consulting
services in the amount of $4,000 for the year ended December  31,
2001.

The Company paid Corporate Regulatory Services, a shareholder  of
the  Company, for corporate consulting services in the amount  of
$5,905 for the year ended December 31, 2001.

The  Company paid Patrick Deparini, a shareholder of the Company,
for  consulting  services in the amount of $1,300  for  the  year
ended December 31, 2001.

On  January  3, 2002, the Company executed consulting  agreements
with B.M.M., LLC and Denford Investments, LLC.  B.M.M., LLC is  a
company  wholly owned by the brother of one of the  officers  and
directors  and  that  company  is also  a  shareholder.   Denford
Investments,  LLC is a shareholder of the Company.   Each  entity
will provide consulting services for the Company for a period  of
6  months  from the date of execution of the agreement  and  will
receive  a  total of 2,700,000 shares of common stock  valued  at
$54,000.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

A  list  of exhibits required to be filed as part of this  Annual
Report  is  set forth in the Index to Exhibits, which immediately
precedes such exhibits and is incorporated herein by reference.

(b)   Reports on Form 8-K

The Company has not filed any reports on Form 8-K during the last
quarter of the period covered by this Report.



PAGE-22-



                           SIGNATURES

In accordance with the requirements of 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.

THE PRESTIGE GROUP.NET, INC.

Date:  March 27, 2002

By:  /s/ Joseph M. Dzierwa
     ----------------------
     Joseph M. Dzierwa
     President and Director


Date:  March 27, 2002

By:  /s/ Pamela J. Dzierwa
     ----------------------
     Pamela J. Dzierwa
     President and Director









PAGE-23-



                        INDEX TO EXHIBITS

Exhibit  Name and/or Identification of Exhibit
Number

  3      Articles of Incorporation & By-Laws

          (a)  Articles of Incorporation of the Company.
          Incorporated by reference to the exhibits to the
          Company's General Form For Registration Of Securities
          Of Small Business Issuers on Form 10-SB, previously
          filed with the Commission.

          (b)  By-Laws of the Company.  Incorporated by reference
          to the exhibits to the Company's General Form For
          Registration Of Securities Of Small Business Issuers on
          Form 10-SB, previously filed with the Commission.

 10     Material Contracts

          (a)  Agreement for Services - B.M.M., LLC
          (b)  Agreement for Services - Denford Investments, LLC

 23      Consent of Experts and Counsel
          Consents of independent public accountants.






PAGE-24-