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

(Mark One)
[ X ] Annual report pursuant to section 13 or 15(d)of the Securities Exchange
      Act of 1934 for the fiscal year ended December 31, 2002.

[   ] Transition  report  under section 13 or 15(d)  of  the  Securities
      Exchange Act of 1934 for the transition period from ______________  to
      _______________. Not Applicable

                                            Commission file number 0-29873

                            Prologue
         (Name of small business issuer in its charter)

                Utah                                     87-0412110
(State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

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

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

Securities to be registered under Section 12(b) of the Act:
          Title of each class           Name of each exchange on which
          to be so registered           each class is to be registered

                 None                               None

Securities to be registered under Section 12(g) of the Act:

                Common Stock, Par Value $0.001
                    (Title of Class)


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 [ X ]           No [   ]

Check  if there is no disclosure of delinquent filers in response to Item  405
of Regulation S-B 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_]

The  issuer's  revenues  for the fiscal year ended  December  31,  2002,  were
None.

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-22 of the Exchange Act).

 $80,100 (March 14, 2003, $0.01 Bid X 8,010,000 shares.)

    (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
                              Not Applicable


                (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
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, March 14, 2003.

                  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 prospects 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]


1
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                      TABLE OF CONTENTS



                             PART I

ITEM NUMBER AND CAPTION                    TOTAL NUMBER OF PAGES


ITEM   1.DESCRIPTION OF BUSINESS                          3 - 10

ITEM   2.DESCRIPTION OF PROPERTY                              10

ITEM   3.LEGAL PROCEEDINGS                                    10

ITEM   4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  11

                             PART II

ITEM   5.MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
         COMMON EQUITY AND OTHER SHAREHOLDER MATTERS          11

ITEM   6.MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
         OR PLAN OF OPERATIONS                                11

ITEM   7.FINANCIAL STATEMENTS                            12 - 22

ITEM   8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE                23

                            PART III

ITEM   9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
           EXCHANGE ACT                                  23 - 24

ITEM  10.EXECUTIVE COMPENSATION                               25

ITEM  11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &
       MANAGEMENT                                             25

ITEM  12.CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS         26

ITEM  13.EXHIBITS AND REPORTS ON FORM 8-K                     26

ITEM  14.CONTROLS AND PROCEDURES                              27

Signatures                                                    27


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                   ITEM 1. DESCRIPTION OF BUSINESS


GENERAL

     Prologue  (the Company) was incorporated under the  laws  of
     the  State  of Utah on October 14, 1982, and was  previously
     engaged  in  the sales and marketing business.  The  Company
     has  no  current operations or employees and  owns  no  real
     estate.   The  Company  filed  a  public  offering  of   its
     Securities  with  the  Utah Securities  Exchange  Commission
     effective April 15, 1983.

     As a "reporting  company", the  Company  believes  it may be
     more  attractive to a potential business opportunity because
     it will be  able  to list  its  shares  for  trading  on the
     National Association  of Securities  Dealers  ("NASD") Over-
     The-Counter  Bullet  Board ("OTCBB").    Company  management
     believes that various opportunities may also   be  attracted
     to the Company  because of their desire to eventually develop
     a public market in the Company's  stock in order to  enhance
     liquidity  for  current and future shareholders; to implement
     potential  plans  for raising  capital through the public sale
     of securities;  and  to  acquire  additional  assets  through
     issuance of securities rather  than for cash.  There  are
     substantial risks inherent in the Company's business plan.

     The Company's current business plan is to seek, investigate,
     and  acquire a business opportunity representing  assets  or
     business intended to enhance shareholder value.  The Company
     is  deemed to be a new or start-up venture with all  of  the
     unforeseen  costs, expenses, problems, and  difficulties  to
     which such ventures are subject.

     At  the  present time neither the Company nor its  officers,
     directors   or   affiliates  has  identified  any   business
     opportunities  to  acquire or pursue, nor  has  the  Company
     reached  any  agreement  or understanding  with  any  person
     concerning a transaction of any kind.  The Company is unable
     to   predict   when  it  may  participate  in   a   business
     opportunity.   It  expects, however, that the  analysis  and
     selection of a business opportunity may take several  months
     or more.

  RISK FACTORS

  AN ACQUISITION OPPORTUNITY MAY NOT BE FOUND

     Because  a business opportunity has not been identified,  it
     is  impossible to predict or disclose the specific risks and
     hazards of such opportunity.  There is no assurance that the
     Company  will  acquire a favorable business  opportunity  or
     that such opportunity will generate revenues or profits,  or
     that  shareholder value will be increased thereby.  As such,
     any  potential business opportunity is expected to be highly
     speculative  and therefore risky.  Such opportunity  may  be
     highly  illiquid  and could result in a total  loss  to  the
     Company and its stockholders.

  THE LACK OF  CAPITAL MAY LIMIT BUSINESS OPPORTUNITIES  AND  THE
     ABILITY TO INVESTIGATE AND ANALIZE BUSINESS PROSPECTS

     The Company has limited capital which may not be adequate to
     take  advantage of many business opportunity.  This lack  of
     diversification may prevent the Company from pursuing future
     opportunities  if  its first one proves to be  unsuccessful.
     Moreover,  a significant portion of the Company's  available
     funds may be expended for investigative expenses without any
     guarantee  that  a  transaction will  be  consummated.   The
     Company's  long term success may therefore depend  upon  its
     ability  to raise additional capital.  However, the  Company
     has  not investigated the availability, source, or terms for
     additional  capital and will not do so until  it  determines
     such a need.  Additionally, there is no assurance that funds
     will   be  available  from  any  source  or,  if  available,
     obtainable  on  terms  acceptable to the  Company.   If  not
     available, the Company's operations will be limited to those
     that can be financed with its limited capital.

     Another effect of the Company's limited capital is that  its
     analysis  and investigation of potential opportunities  will
     also  be  limited  which could increase the  company'  risk.
     Management  decisions will likely be made  without  detailed
     feasibility studies, independent analysis and market survey.
     The Company will likely be making decisions upon information
     provided  by  the owner, sponsor, or others associated  with
     the  business opportunity.  Such information may not  always
     be objective.

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GENERAL - [CONTINUE]

  SUCCESS MAY DEPEND ON UNCERTAIN ADDITIONAL FINANCING

     The  Company's long term success may therefore  depend  upon
     its  ability  to  raise  additional capital.   However,  the
     Company  has not investigated the availability,  source,  or
     terms  for  additional capital and will not do so  until  it
     determines such a need.  Additionally, there is no assurance
     that  funds  will  be  available  from  any  source  or,  if
     available,  obtainable on terms acceptable to  the  Company.
     If  not  available, the Company's operations will be limited
     to those that can be financed with its limited capital.

     The  acquisition of a business opportunity may  be  made  by
     purchase, merger, exchange of stock, or otherwise,  and  may
     encompass   assets  or  a  business  entity,   such   as   a
     corporation,  joint  venture,  or  partnership.   The  final
     structure, which is currently impossible to predict, will be
     the result of negotiations, consultation from legal counsel,
     and the needs of the specific business
     opportunity.   Although it is likely, there is no  assurance
     that the Company would be the surviving entity.

     There is also a possibility that the Company may finance the
     acquisition of the business opportunity by borrowing against
     the  assets  or  against the projected  future  revenues  or
     profits  of  the business opportunity to be acquired.   This
     could  increase the Company's exposure to larger losses.   A
     business  opportunity acquired through  a  heavily  financed
     ("leveraged") transaction is profitable only if it generates
     enough  revenues  to  cover the related debt  and  expenses.
     Failure  to make payments on the debt incurred could  result
     in  the  loss  of  a portion or all of the assets  acquired.
     There is no assurance that any business opportunity acquired
     through  a  leveraged  transaction will generate  sufficient
     revenues to cover the related debt and expenses.  There  are
     currently  no  loan  arrangements or  arrangements  for  any
     financing whatsoever relating to any business opportunities.
     A reorganization may dilute stockholders equity.

     Although  the terms and structure of a transaction with  the
     Company  cannot  be  predicted, it is anticipated  that  the
     transaction would be a "tax free" reorganization  under  the
     Internal  Revenue Code of 1986.  Such a transaction normally
     requires  the  issuance to the stockholders of the  acquired
     entity,  a  controlling interest (i.e. 80% or more)  of  the
     common  stock of the combined entities immediately following
     the  reorganization.  If a transaction  were  structured  to
     take  advantage of these provisions rather than  other  "tax
     free"  provisions provided under the Internal Revenue  Code,
     the  Company's  current stockholders would  retain,  in  the
     aggregate,  20% or less of the total issued and  outstanding
     shares.   This could result in substantial dilution  in  the
     equity  of  stockholders  of  the  Company  prior  to   such
     reorganization.

     It  is likely that any business combination entered into  by
     the  Company will result in a change of control as a  result
     of  stock  issuance by the Company or shares purchased  from
     the  current  principal shareholders of the Company  by  the
     acquiring  entity or its affiliates.  If stock is  purchased
     from  the  current  shareholders, the  transaction  is  very
     likely  to  result in substantial gains to them relative  to
     their purchase price for such stock.  Such sale may occur at
     a  price not relative to or reflective of any value  of  the
     shares held by such parties, and at a price which may not be
     achieved  by  other individual shareholders of  the  Company
     remain  subject  to  restrictions on the transfer  of  their
     shares.   The  Company  does not believe  its  officers  and
     directors  would become an "underwriter" within the  meaning
     of  the  Section 2 (11) of the Securities Act  of  1933,  as
     amended,  with  regards to such sales as  such  sales  would
     likely be made in non-public transactions.

     The Company anticipates that any new securities issued in  a
     reorganization would be issued in reliance upon  exemptions,
     if  any  are  available, from registration under  applicable
     federal and state securities laws.  Any securities which the
     Company might acquire in exchange for its Common Stock  will
     likely be "restricted securities" within the meaning of  the
     Securities  Act of 1933, as amended (the "Act").   Sales  of
     such   securities,  cannot  proceed  unless  a  registration
     statement has been declared effective by the Securities  and
     Exchange  Commission  or an exemption from  registration  is
     available.  The Company would be required to comply with the
     provisions of the Act to effect any resale.  In the event of
     a resale, the Company may rely on

4
<PAGE>

GENERAL - [CONTINUE]

     Section  4(1) of the Act, which exempts sales of  securities
     not  involving  a  public offering.  Also, the  Company  may
     agree  to  register  such  securities  sometime  after   the
     transaction  is  consummated.  The  issuance  of  additional
     securities and their potential sale into any trading  market
     that might develop in the Company's securities could have  a
     depressive effect upon the price of the Company's stock.

  LIMITED RIGHTS FOR MINORITY STOCKHOLDERS

     Utah  Business Corporation Act vests authority in the  Board
     of  Directors with written consent to decide and approve the
     issuance  of  stock.   While in some  instances  a  proposed
     participation in a business opportunity may be submitted  to
     the  stockholders for their consideration,  it  is  unlikely
     that  the  Company's minority shareholders will be furnished
     with  financial  statements,  or  any  other  documentation,
     concerning a target opportunity,  It is also emphasized that
     management of the Company could effect transactions having a
     potentially  adverse impact upon the Company's shareholders.
     A  shareholder  may have no right of at dissent  under  Utah
     law, if a majority of shareholders consent in writing to the
     transaction.

     Depending  upon the nature of the transaction,  the  current
     officers  and  directors of the Company will  likely  resign
     their  positions  with  the Company  upon  completion  of  a
     transaction.   In  the  event of  such  a  resignation,  the
     Company's current management would not have any control over
     the   conduct  of  the  Company's  business  following   the
     Company's combination with a business opportunity.

     The  Company does not foresee that it would enter  into  any
     business  opportunity with which its officers  or  directors
     are  currently affiliated.  Should the Company determine  in
     the  future,  contrary  to foregoing  expectations,  that  a
     transaction with an affiliate would be in the best interests
     of  the Company and its stockholders, the Company may  enter
     into  such a transaction only if: a)  The material facts  as
     to  the  relationship  or  interest  of  the  affiliate  are
     disclosed  to  the board of directors and shareholders,  and
     the  Board and/or majority of disinterested shareholders  in
     good  faith  authorizes the transaction by  the  affirmative
     vote  even though disinterested parties constitute less than
     a  quorum;  b) The contract or transaction is fair as to the
     Company  as  of  the  time  it is  authorized,  approved  or
     ratified, by the Board of Directors or the stockholders.

  BUSINESS PROSPECTS MAY PREFER AN INITIAL PUBLIC OFFERING RATHER
  THAN A COMBINATION

     Business prospects may have the time, management expenses
     and capital resources to pursue an initial pubic offering as
     opposed to a business combination thereby limiting the
     registrants business opportunities.

  ADMINISTRATIVE BURDEN OF PUBLIC REPORTING COMPANY

     A business prospect may not have the organizational maturity
     and financial resources to fulfill it's disclosure and
     reporting obligations as a reporting company without
     financial hardship and management disruption.

SOURCES OF OPPORTUNITES

     Business  opportunities may come to the Company's  attention
     from  various sources, including its officers and directors,
     its  stockholders, professional advisors such  as  attorneys
     and    accountants,   securities   broker-dealers,   venture
     capitalists, members of the financial community, and  others
     who  may present unsolicited proposals.  The Company has  no
     plans,  understanding  agreements, or commitments  with  any
     individual  to  act  as  a finder of opportunities  for  the
     Company.   The  analysis of business opportunities  will  be
     undertaken  by  or  under the supervision of  the  Company's
     president, who is not a professional business analyst.   See
     "Management".  Although there are no current plans to do so,
     Company management may hire an outside consultant to  assist
     in    the    investigation   and   selection   of   business
     opportunities, and may pay a finder's fee.  No

5
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SOURCES OF OPPORTUNITES - [CONTINUED]

     policies have been adopted regarding use of such consultants
     or  advisors,  the  criteria to be used  in  selecting  such
     consultants  or advisors, the services to be  provided,  the
     term  of  service, or the total amount of fees that  may  be
     paid.  And, because of the limited resources of the Company,
     it is likely that any fee the Company agrees to pay would be
     in stock instead of cash.

     It  is  possible  that  the range of business  opportunities
     available for consideration by the Company could be  limited
     by   the   impact  of  Securities  and  Exchange  Commission
     regulations  regarding purchase and sale of "penny  stocks."
     The  regulations  would  affect, and  possibly  impair,  any
     market that might develop in the Company's securities  until
     such  time  as  they qualify for listing  on  NASDAQ  or  on
     another   exchange  which  would  make  them   exempt   form
     applicability of the "penny stock" regulations.

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

     Management will make a decision to participate in a specific
     business opportunity based on an analysis of quality of  the
     opportunity's  business plan, its management and  personnel,
     the  anticipated  market acceptability of  new  products  or
     marketing concepts, the merit of technological changes,  the
     entity,  and numerous other factors which are difficult,  if
     not  impossible, to analyze through the application  of  any
     objective  criteria.   It  is  likely  that  the  historical
     operations  of a specific business opportunity  may  not  be
     indicative  of  its  future potential  because  of  possible
     future  changes  in marketing approaches,  expansion  plans,
     product emphasis, management, or other changes.

     The  Company will be dependent upon the owners of a business
     opportunity to identify any potential future problems and to
     implement  necessary  changes.   Because  the  Company   may
     participate in a business opportunity with a newly organized
     firm or with a firm which is entering a new phase of growth,
     the  Company may incur further risks because management  and
     the

     Company's   products  or  services  may  be   unproven   and
     unprofitable    when   acquired.    Business   opportunities
     presented to the Company may (i) be recently organized  with
     no operating history, or a history of losses attributable to
     under-capitalization or other factors; (ii) be  experiencing
     financial  or operating difficulties; (iii) be  in  need  of
     funds to develop a new product or service or to expand  into
     a  new  market; (iv) be relying upon an untested product  or
     marketing  concept;  or  (v)  have  a  combination  of   the
     characteristics mentioned in (i) though (iv).   The  Company
     intends to concentrate its acquisition efforts on properties
     of businesses that it believes to be undervalued.  Given the
     above  factors, investors should expect that any acquisition
     candidate may have a history of losses or low profitability.

     The  Company's  search  will be directed  primarily  towards
     small  and  medium  sized  business  opportunities  with  or
     without revenues and earnings which desire to become  public
     corporations  and  which are able to  satisfy,  the  minimum
     asset requirements in order to qualify shares for trading on
     NASDAQ  or  a stock exchange.  The Company intends  to  seek
     opportunities demonstrating the potential of long growth.

     The  Company's investigation of business opportunities  will
     not  be  restricted  to  any particular  geographical  area,
     industry,  or stage of growth and may, therefore, engage  in
     essentially  any  business, to the  extent  of  its  limited
     resources.   No  specific factors described herein  will  be
     controlling  in  the  selection of a  business  opportunity.
     Management  will  attempt to analyze the  factors  it  deems
     appropriate  to  each opportunity and make  a  determination
     based upon a reasonable investigation of available data.

     Prior  to  making a decision to participate  in  a  business
     opportunity, the Company will generally request that  it  be
     provided   with  a  business  plan  regarding  the  business
     opportunity  containing  such  items  as  a  description  of
     products, services and company history; management  resumes;
     financial  information; available projection,  with  related
     assumptions  upon  which they are based; an  explanation  of
     proprietary  products  and services;  evidence  of  existing
     patents, trademarks, or

6
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INVESTIGATION   AND   SELECTION  OF  BUSINESS   OPPORTUNITIES   -
     [CONTINUED]

     services  marks,  or  rights thereto; present  and  proposed
     forms  of  compensation  to  management;  a  description  of
     transactions between such company and its affiliates  during
     relevant  periods;  a  description of present  and  required
     facilities; an analysis of risks and competitive  conditions
     and estimated capital requirements.

     As  part  of  the  Company's  investigation,  the  Company's
     executive  officers and directors may meet  personally  with
     management and key personnel, may visit and inspect material
     facilities,  obtain independent analysis or verification  of
     certain information provided, check references of management
     and  key  personnel, and take other reasonable investigative
     measures,  to the extent of the Company's limited  financial
     resources  and management expertise.  However,  it  is  also
     possible that an investigation of such opportunities may  be
     exclusively  by  phone,  mail,  facsimile,  email  or  other
     methods not involving a physical meeting or inspection  with
     such opportunities.

     The Company will likely require audited financial statements
     from  opportunities  with which it proposes  to  acquire  or
     merge  because the Company will be subject to the  reporting
     provisions  of  the  Securities Exchange  Act  of  1934,  as
     amended  (the "Exchange Act"), and thus will be required  to
     furnish audited financial statements for any opportunity  in
     which it engages.  Failure to do so could expose the Company
     to  enforcement  actions  by  the  Securities  and  Exchange
     Commission  which  could  result in  penalties,  legal  fees
     and/or  injunctive  action,  which  would  have  a  material
     adverse effect on the Company and its operations.

     In  the  event  that  audited financial statements  are  not
     available,  the  Company  may  still  engage  in   such   an
     opportunity if it believes that audited financial statements
     will  be provided within a reasonable time after the company
     enters  into a transaction with such opportunity.   However,
     without audited financial information, the Company will  not
     have  the benefit for full and accurate information provided
     by  independent  verification about the financial  condition
     and  recent interim operating history of the target company.
     This  could  substantially increase the risk of a  potential
     transaction.

     The  Company will participate in a business opportunity only
     after  the negotiation and execution of a written agreement.
     Although  the  terms of such agreement cannot be  predicted,
     generally   such   an  agreement  would   require   specific
     representations  and warranties by all the parties  thereto,
     specify  certain  event  of default,  detail  the  terms  of
     closing and the conditions which must be
     satisfied  by  each  of the parties thereto  prior  to  such
     closing,  outline  the  manner  of  bearing  costs  if   the
     transaction is not closed, set forth remedies upon  default,
     and  include  miscellaneous  other  terms.   Even  after   a
     definitive  agreement is executed, it is possible  that  the
     acquisition would not be consummated should any party  elect
     to exercise any right provided in the agreement to terminate
     it on specified grounds.

COMPETITION

     The Company expects to encounter substantial competition  in
     its  efforts  to locate attractive opportunities,  primarily
     from   business   development  companies,  venture   capital
     partnerships and corporations, venture capital affiliates of
     large  industrial and financial companies, small  investment
     companies, and wealthy individuals.  Many of these  entities
     will  have  significantly greater experience, resources  and
     managerial capabilities than the Company and will  therefore
     be in a better position than the Company to obtain access to
     attractive  business opportunities.  The Company  also  will
     possibly  experience competition from other public companies
     seeking  such  opportunities, some of which  may  have  more
     funds available than does the Company.

REGULATION

     The  Company may acquire an opportunity that is  subject  to
     regulation  or  licensing  by  federal,  state,   or   local
     authorities which may be a time-consuming, expensive process
     and may limit other investment opportunities of the Company.

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REGULATION [CONTINUED]

     The  Company  may participate in a business  opportunity  by
     purchasing,  trading  or  selling  the  securities  of  such
     business.   The Company does not, however, intend to  engage
     primarily in such activities, and therefore intends to avoid
     being  classified  as  an  "investment  company"  under  the
     Investment Company Act of 1940 (the "Investment Act").  Such
     a  classification  could subject the  Company  to  a  costly
     registration  process.  Section 3(a) of the  Investment  Act
     excludes from the definition of an "investment company," any
     entity  that  does not engage primarily in the  business  of
     investing,  reinvesting or trading in  securities,  or  that
     does  not  engage  in  the business  of  investing,  owning,
     holding or trading "investment securities" (defined as  "all
     securities other than government securities or securities of
     majority-owned subsidiaries") the value of which exceeds 40%
     of  the  value  of  its  total assets (excluding  government
     securities, cash or cash items.)  Since the Company will not
     register as an investment company, stockholders will not  be
     afforded certain protections under the Investment Act.

     Regulation of Penny Stocks.  The Company's securities,  when
     available  for trading, will be subject to a Securities  and
     Exchange Commission rule that imposes special sales practice
     requirements upon broker-dealers who sell such securities to
     persons  other  than  established  customers  or  accredited
     investors.  For purposes of the rule, the phrase "accredited
     investors" means, in general terms, institutions with assets
     in  excess of $5,000,000, or individuals having a net  worth
     in  excess  of  $1,000,000 or having an annual  income  that
     exceeds  $200,000 (or that, when combined  with  a  spouse's
     income, exceeds $300,000).  For transactions covered by  the
     rule,  the  broker-dealer must make  a  special  suitability
     determination for the purchaser and receive the  purchaser's
     written   consent  prior  to  the  sale   of   a   security.
     Consequently,  the  rule may affect the ability  of  broker-
     dealers  to sell the Company's securities in an offering  or
     in  any market that might develop thereafter.  (See 15g -  9
     General  Rules  and  Regulations under  the  Securities  and
     Exchange  Act  of 1934, Sales Practice and Requirements  for
     Certain Low Priced Securities.)
     Because the securities of the Company may constitute  "penny
     stocks"  within  the meaning of the rules, the  rules  would
     apply  to the Company and to its securities.  The rules  may
     further  affect the ability of owners of Shares to sell  the
     securities  of the Company in any market that might  develop
     for them.

     Shareholders  should  be aware that  the  market  for  penny
     stocks  has suffered in recent years from patterns of  fraud
     and  abuse.  Such patterns include (i) control of the market
     for  the  security by one or a few broker-dealers  that  are
     often  related to the promoter or issuer; (ii)  manipulation
     of  prices  through prearranged matching  of  purchases  and
     sales and false and misleading press releases; (iii) "boiler
     room"  practices involving high-pressure sales  tactics  and
     unrealistic   price   projections  by  inexperienced   sales
     persons;    (iv)    excessive   and   undisclosed    bid-ask
     differentials and markups by selling broker-dealers; and (v)
     the  wholesale  dumping of the securities by  promoters  and
     broker-dealers  after  prices have  been  manipulated  to  a
     desired  level, along with the resulting inevitable collapse
     of
     those  prices  and  with consequent  investor  losses.   The
     Company's  management  is  aware of  the  abuses  that  have
     occurred  historically in the penny stock market.   Although
     the  Company does not expect to be in a position to  dictate
     the   behavior  of  the  market  or  of  broker-dealers  who
     participate in the market, management will strive within the
     confines  of practical limitations to prevent the  described
     patterns  from  being  established  with  respect   to   the
     Company's securities.

     Blue  Sky  Consideration.   Because  the  securities  to  be
     registered  hereunder  have not been registered  for  resale
     under  the blue sky laws of any state, the holders  of  such
     shares  and  persons  who desire to  purchase  them  in  any
     trading  market that might develop in the future, should  be
     aware  that  there  may be significant  state  blue-sky  law
     restrictions  upon  the  ability of investors  to  sell  the
     securities  and  of  purchaser to purchase  the  securities.
     Warning  is hereby given that the shares may be "restricted"
     from  resale.   In the event of a violation  of  state  laws
     regarding resale of the shares, the Company could be  liable
     for   civil  and  criminal  penalties  which  would   be   a
     substantial impairment to the Company.

     At  the date of this registration statement, the Company has
     no  intention  of  offering  further  shares  in  a  private
     offering  to  anyone.  Further, the policy of the  Board  of
     Directors is that any future

8
<PAGE>

REGULATION [CONTINUED]

     offering of shares will only be made after an acquisition
     has been made and can be disclosed in appropriate 8-K
     filings.

     Rule 144 Sales.  Shares of the Company's Common Stock that
     are held by officers, directors, and any stockholder owing
     greater than 10% of the total issued and outstanding shares
     are "restricted securities" within the meaning of Rule 144
     under the Securities Act of 1933, as amended.  As restricted
     shares, these shares may be resold only pursuant to an
     effective registration statement or under the requirements
     of Rule 144 or other applicable exemptions from registration
     under the Act and as required under applicable state
     securities laws. Rule 144 provides in essence that a person
     who has held three months, in brokerage transactions, a
     number of shares that does not exceed the greater of 1.0% of
     a company's outstanding common stock or the average weekly
     trading volume during the four calendar weeks prior to the
     sale.  There is no limit on the amount of restricted
     securities that may be sold by a non-affiliated after the
     restricted securities have been held by the owner for a
     period of two years.  A sale under Rule 144 or under any
     other exemption from the Act, if available, or pursuant to
     subsequent registration of shares of Common Stock of present
     stockholders, may have a depressive effect upon the price of
     the Common Stock in any market that may develop.  Of the
     total shares outstanding, 41,990,000 shares are available
     for resale (subject to volume limitations for affiliates)
     under Rule 144.  Affiliates of a business combination may be
     deemed underwriters and Securities held by such persons may
     be governed by Rule 144.  It is the viewpoint of the SEC that
     reliance on Rule 144 sales will not be available to all
     shareholders and not limited to just affiliates.

ADMINISTRATIVE OFFICES

     The Company currently maintains a mailing address at the
     home of its president at 3340 Del Verde Avenue, Salt Lake
     City, Utah 84109.  Other than this mailing address, the
     Company does not currently maintain any other office
     facilities, and does not anticipate the need for maintaining
     office facilities at any time in the foreseeable future.
     The Company pays no rent or other fees for the use of this
     mailing address.

 EMPLOYEES

     The Company is a development stage company and currently has
     no employees and does not anticipate a need to engage any
     full-time employees so long as it is seeking and evaluating
     business opportunities.

     The Company currently has three individuals who are serving
     as its officers and directors on a part time basis.  The
     Company will be heavily dependent upon their skills,
     talents, and abilities to implement its business plan, and
     may, from time to time, find that the inability of these
     persons to devote full time attention to the business of the
     Company may result in a delay in progress toward
     implementing its business plan.  Additionally, conflicts of
     interest may arise that can be resolved only through
     exercise of good judgement as is consistent with fiduciary
     duties to the Company. Such conflicts may require that the
     Company attempt to employ additional personnel.  There is no
     assurance that the services of such persons will be
     available or that they can be obtained upon
     terms favorable to the Company.  Certain of the officers and
     directors of the Company may be directors and/or principal
     shareholders of other companies and, therefore, could face
     conflicts of interest with respect to potential
     acquisitions.  In addition, officers and directors of the
     Company may in the future participate in business ventures
     which could be deemed to compete directly with the Company.
     Additional conflicts of interest and non-arms length
     transactions may also arise in the future in the event the
     Company's officers or directors are involved in the
     management of any firm with which the Company transacts
     business.  The Company's Board of Directors has adopted a
     policy that the Company will not seek a merger with, or
     acquisition of, any entity in which management serve as
     officers or directors, or in which family members own or
     hold a controlling ownership interest.  Although the Board
     of Directors could elect to change this policy, the Board of
     Directors has no present intention to do so.  In addition,
     if the Company and other companies with which the Company's
     officers and directors are affiliated both desire to take
     advantage of a potential business opportunity, then the
     Board of Directors has agreed that potential business
     opportunity, then the Board of Directors has agreed that
     said opportunity should be available to each such company in
     the order in which such companies registered or became
     current in the filing of annual reports under the Exchange
     Act subsequent to January 1, 2000.

9
<PAGE>

 EMPLOYEES - [CONTINUED]

     The   Company's   officers   and   directors   or   majority
     shareholders may actively negotiate or otherwise consent  to
     the  purchase  of  a  portion of their  common  stock  as  a
     condition  to, or in connection with, a proposed  merger  or
     acquisition   transaction.   It  is   anticipated   that   a
     substantial premium over the initial cost of such shares may
     be  paid  by the purchaser in conjunction with any  sale  of
     shares by the Company's officers and directors which is made
     as  a condition to, or in connection with, a proposed merger
     or  acquisition  transaction.  The fact that  a  substantial
     premium  may be paid to the Company's officers and directors
     to  acquire  their  shares creates a potential  conflict  of
     interest  for them in satisfying their fiduciary  duties  to
     the  Company and its profit to them, they would  be  legally
     required  to make the decision based upon the best interests
     of  the Company and the Company's other shareholders, rather
     than  their  own personal pecuniary benefit.   A  breach  of
     loyalty  owed  to shareholders is sanctionable  and  may  be
    compensable by a court of competent jurisdiction. A shareholder
     may initiate a civil suit and/or notify the regulatory
     authorities.

     Because investors will not be able to evaluate the merits of
     possible  business acquisitions by the Company, they  should
     critically  assess the information concerning the  Company's
     officers and directors.



                 ITEM 2. DESCRIPTION OF PROPERTY

     The Company has no property.  The Company does not currently
     maintain  an  office  or  any  other  facilities.   It  does
     currently  maintain a mailing address at  the  home  of  its
     resident  and  director at 3340 East Del Verde Avenue,  Salt
     Lake City, Utah 84109.  The Company pays no rent for the use
     of  this mailing address.  The Company does not believe that
     it  will  need  to  maintain an office at any  time  in  the
     foreseeable  future  in  order to  carry  out  its  plan  of
     operations described herein.

                    ITEM 3. LEGAL PROCEEDINGS

     The  Company is not a party to any pending legal proceeding,
     and no such proceeding are known to be contemplated.

     No  director,  officer or affiliate of the Company,  and  no
     owner  of record or beneficial owner of more than 5% of  the
     securities  of  the Company, or any associate  of  any  such
     director,  officer or security holder is a party adverse  to
     the  Company  or  has  a material interest  adverse  to  the
     Company in reference to any litigation.
10
<PAGE>


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

      No matters were submitted to a vote of securities holders
      during the fourth quarter.



                             PART II

 ITEM 5. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S
           COMMON EQUITY AND OTHER SHAREHOLDER MATTERS




                                                  Bid     Ask

     First quarter for calendar year 2002        $0.01   $0.02

     Second quarter for calendar year 2002       $0.01   $0.02

     Third quarter for calendar year 2002        $0.01   $0.02

     Fourth quarter for calendar year 2002       $0.01   $0.02



     As  of  March 15, 2003 the Company had  approximately  407
     shareholders of record.  No dividends have been paid to date
     and  the  Company's Board of Directors does  not  anticipate
     paying  dividends in the foreseeable future.  The registrant
     filed  a public stock offering with the Utah Securities  and
     Exchange  Commission  effective  April  15,  1983  under   a
     3(a)(11)  Intra-State Exemption from the Securities  Act  of
     1933.



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

LIQUIDITY AND CAPITAL RESOURCES FOR THE YEAR ENDED
   DECEMBER 31,2002

     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.  Net  losses
     for  2002  ($3,625)  and  2001 ($3,650)  are  general  and
     administrative 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

    Calendar year ended December 31, 2002 and 2001 (audited).

    Net  losses for the years 2002 and 2001 have been  $0.00  per
    share.   For  the  current  fiscal year,  the  President  has
    agreed to, if necessary, pay for the 10-QSB and 10-KSB filings
    for the calendar year 2002 and 2003. 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  2004.
     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.

11
<PAGE>

ITEM  7.FINANCIAL STATEMENTS













                                 PROLOGUE
                       [A Development Stage Company]

                           FINANCIAL STATEMENTS

                             DECEMBER 31, 2002




















                                    -12-
<PAGE>



                                 PROLOGUE
                       [A Development Stage Company]




                                 CONTENTS

                                                            PAGE

        -  Independent Auditors' Report                      14


        -  Balance Sheet, December 31, 2002                  15


        -  Statements of Operations, for the years
            ended December 31, 2002 and 2001
            and from the re-entering of the
            development stage on May 1, 1991
            through December 31, 2002                        16


        -  Statement of Stockholders' Equity, from
            the re-entering of the development
            stage on May 1, 1991 through
            December 31, 2002                             17 - 18


        -  Statements of Cash Flows, for the years
            ended December 31, 2002 and 2001
            and from the re-entering of the
            development stage on May 1, 1991
            through December 31, 2002                       19


        -  Notes to Financial Statements                  20 - 22




13
<PAGE>
                       INDEPENDENT AUDITORS' REPORT


Board of Directors
PROLOGUE
Salt Lake City, Utah

We  have audited the accompanying balance sheet of Prologue [a development
stage  company]  at  December  31, 2002, and  the  related  statements  of
operations,  stockholders'  equity and cash  flows  for  the  years  ended
December  31,  2002 and 2001 and from the re-entering of  the  development
stage  on  May  1,  1991  through  December  31,  2002.   These  financial
statements  are  the  responsibility of  the  Company's  management.   Our
responsibility  is  to  express an opinion on these  financial  statements
based on our audit.

We  conducted  our  audit in accordance with generally  accepted  auditing
standards  in the United States of America.  Those standards require  that
we plan and perform the audit to obtain reasonable assurance about whether
the  financial  statements are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the amounts  and
disclosures in the financial statements.  An audit also includes assessing
the   accounting  principles  used  and  significant  estimates  made   by
management,  as  well  as  evaluating  the  overall  financial   statement
presentation.  We believe that our audit provides a reasonable  basis  for
our opinion.

In  our opinion, the financial statements audited by us present fairly, in
all  material respects, the financial position of Prologue as of  December
31,  2002,  and the results of its operations and its cash flows  for  the
years  ended  December  31,  2002 and 2001 and  from  the  re-entering  of
development stage on May 1, 1991 through December 31, 2002, in  conformity
with  generally  accepted accounting principles in the  United  States  of
America.

The  accompanying  financial statements have been  prepared  assuming  the
Company will continue as a going concern.  As discussed in Note 6  to  the
financial statements, the Company has incurred losses since inception  and
has  no on-going operations.  These factors raise substantial doubt  about
the  ability  of the Company to continue as a going concern.  Management's
plans  in  regards to these matters are also described  in  Note  6.   The
financial statements do not include any adjustments that might result from
the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.

February 21, 2003
Salt Lake City, Utah


                                   -14-
<PAGE>
                                 PROLOGUE
                       [A Development Stage Company]

                               BALANCE SHEET



                                  ASSETS


                                                       December 31,
                                                           2002
                                                       ___________
CURRENT ASSETS:
  Cash                                                  $        -
                                                       ___________
        Total Current Asset                                      -
                                                       ___________

                                                        $        -
                                                      ____________


                   LIABILITIES AND STOCKHOLDERS' EQUITY


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

STOCKHOLDERS' EQUITY:
       Common stock, $.001 par value,
        50,000,000 shares authorized,
   50,000,000 shares issued and
   outstanding                                              50,000
  Capital in excess of par value                            14,239
  Retained deficit                                        (47,579)
  Deficit accumulated during the
   development stage                                      (16,660)
                                                       ___________
        Total Stockholders' Equity                               -
                                                       ___________
                                                        $        -
                                                      ____________








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

                                    -15-
<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

                         STATEMENTS OF OPERATIONS


                                                       From the
                                                     Re-entering of
                                    For the         the Development
                                   Year Ended       Stage on May 1,
                                  December 31,        1991 Through
                              ___________________     December 31,
                                 2002      2001           2002
                               ________  ________   ______________
REVENUE                        $      -  $      -    $           -

COST OF SALES                         -         -                -
                               ________  ________   ______________
GROSS PROFIT                          -         -                -

EXPENSES:
  General and administrative    (3,625)   (3,650)         (16,660)
                               ________  ________   ______________

LOSS FROM OPERATONS
  BEFORE INCOME TAXES           (3,625)   (3,650)         (16,660)

CURRENT TAX EXPENSE                   -         -                -

DEFERRED TAX EXPENSE                  -         -                -
                               ________  ________   ______________

NET LOSS                       $(3,625)  $(3,650)    $    (16,660)
                               ________  ________   ______________

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



















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

                                     -16-

<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

         FROM THE DATE OF THE RE-ENTERING OF DEVELOPMENT STAGE ON

                   MAY 1, 1991 THROUGH DECEMBER 31, 2002


                                                                    Deficit
                                                                  Accumulated
                             Common Stock     Capital in           During the
                          ___________________ Excess of  Retained Development
                            Shares     Amount Par Value  Deficit     Stage
                          __________  _______  _______  _________  _________
BALANCE,
 May 1, 1991               8,600,000    8,600   38,979   (47,579)         -

Net loss for the period
 ended December 31, 1991           -        -        -         -          -
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 1991         8,600,000    8,600   38,979   (47,579)         -

Net loss for the year
 ended December 31, 1992           -        -        -         -          -
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 1992         8,600,000    8,600   38,979   (47,579)         -

Net loss for the year
 ended December 31, 1993           -        -        -         -       (790)
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 1993         8,600,000    8,600   38,979   (47,579)      (790)

Issuance of 41,400,000
 shares common stock for
 services at $0.000025
 per share December 1994  41,400,000   41,400  (40,365)        -          -

Net loss for the year
 ended December 31, 1994           -        -        -         -       (245)
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 1994        50,000,000   50,000   (1,386)  (47,579)    (1,035)

Contribution of capital            -        -    1,925         -          -
Net loss for the year
 ended December 31, 1995           -        -        -         -     (1,925)
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 1995        50,000,000   50,000      539   (47,579)    (2,960)

Contribution capital               -        -      110         -          -

Net loss for the year
 ended December 31, 1996           -        -        -         -       (110)
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 1996        50,000,000   50,000      649   (47,579)    (3,070)

Contribution of capital            -        -      710         -          -

Net loss for the year
 ended December 31, 1997           -        -        -         -       (710)






                                [Continued]

                                    -17-

<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

         FROM THE DATE OF THE RE-ENTERING OF DEVELOPMENT STAGE ON

                   MAY 1, 1991 THROUGH DECEMBER 31, 2002

                                [Continued]


                                                                    Deficit
                                                                  Accumulated
                             Common Stock     Capital in           During the
                          ___________________ Excess of  Retained Development
                            Shares     Amount Par Value  Deficit     Stage
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 1997        50,000,000   50,000    1,359   (47,579)    (3,780)

Contribution of capital            -        -      115         -          -

Net loss for the year
 ended December 31, 1998           -        -        -         -       (115)
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 1998        50,000,000   50,000    1,474   (47,579)    (3,895)

Contribution of capital            -        -      215         -          -

Net loss for the year
 ended December 31, 1999           -        -        -         -       (195)
                          __________  _______  _______  _________  _________

BALANCE,
 December 31, 1999        50,000,000   50,000    1,689   (47,579)    (4,090)

Contribution of capital            -        -    4,550         -          -

Net loss for the year
 ended December 31, 2000           -        -        -         -     (5,295)
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 2000        50,000,000   50,000    6,239   (47,579)    (9,385)

Contribution of capital            -        -    4,050         -          -

Net loss for the year
 ended December 31, 2001           -        -        -         -     (3,650)
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 2001        50,000,000   50,000   10,289   (47,579)   (13,035)

Contribution of capital            -        -    3,950         -          -

Net loss for the year
 ended December 31, 2002           -        -        -         -     (3,625)
                          __________  _______  _______  _________  _________
BALANCE,
 December 31, 2002        50,000,000  $50,000  $14,239  $(47,579)  $(16,660)
                          __________  _______  _______  _________  _________









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

                                    -18-

<PAGE>
                                 PROLOGUE
                       [A Development Stage Company]

                         STATEMENTS OF CASH FLOWS


                                                               From the
                                                             Re-entering of
                                            For the          the Development
                                           Year Ended        Stage on May 1,
                                          December 31,        1991 Through
                                      _____________________    December 31,
                                        2002         2001         2002
                                      ________    _________    _________
Cash Flows From Operating Activities:
  Net loss                             $(3,625)    $(3,650)    $(16,660)
  Adjustments to reconcile net
   loss to net cash used by
   operating activities:
     Noncash expense - stock
      issued for services                    -           -        1,035
     Change in assets and liabilities:
      (Decrease) in accounts payable      (325)       (400)           -
                                      ________    _________    _________
       Net Cash (Used) by
        Operating Activities            (3,950)     (4,050)     (15,625)
                                      ________    _________    _________

Cash Flows From Investing Activities         -           -            -
                                      ________    _________    _________
       Net Cash (Used) by
        Investing Activities                 -           -            -
                                      ________    _________    _________

Cash Flows From Financing Activities
  Contribution of capital                3,950       4,050       15,625
                                      ________    _________    _________

       Net Cash Provided by
        Financing Activities             3,950       4,050       15,625
                                      ________    _________    _________
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  period from the re-entering of development stage on May 1, 1991
   through December 31, 2002:

    In  December  1994, the Company issued 41,400,000 shares of its  common
     stock for services valued at $1,035.




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

                                   -19-

<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  a  sales  and
  marketing business.  The Company currently has no on-going operations  and
  is  considered  a  development stage company as defined  in  Statement  of
  Financial  Accounting Standards No. 7.  The Company is  currently  seeking
  business opportunities or potential business acquisitions.

  Cash  and Cash Equivalents - The Company considers all highly liquid  debt
  investments purchased with a maturity of three months or less to  be  cash
  equivalents.

  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 7].

  Accounting  Estimates  -  The  preparation  of  financial  statements   in
  conformity  with generally accepted accounting principles  in  the  United
  States  of  America 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.

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  ("SFAS")  No.  141,  "Business  Combinations",  SFAS  No.  142,
  "Goodwill  and  Other  Intangible Assets", SFAS No. 143,  "Accounting  for
  Asset   Retirement  Obligations",  SFAS  No.  144,  "Accounting  for   the
  Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of
  FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical  Corrections", SFAS No. 146, "Accounting  for  Costs  Associated
  with  Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain
  Financial  Institutions - an Amendment of FASB Statements No. 72  and  144
  and  FASB Interpretation No. 9", and SFAS No. 148, "Accounting for  Stock-
  Based  Compensation  - Transition and Disclosure - an  Amendment  of  FASB
  Statement  No. 123", were recently issued.  SFAS No. 141, 142,  143,  144,
  145,  146,  147  and 148 have no current applicability to the  Company  or
  their effect on the financial statements would not have been significant.

  Reclassification  - The financial statements for years prior  to  December
  31,   2002  have  been  reclassified  to  conform  to  the  headings   and
  classifications used in the December 31, 2002 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.

                                     -20-
<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

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 were 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".
  SFAS  No.  109  requires  the  Company  to  provide  a  net  deferred  tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and any available operating loss or tax credit carryforwards.  At December
  31, 2002, the Company has available unused operating loss carryforwards of
  approximately $16,700, which may be applied against future taxable  income
  and which expire in various years through 2022.

  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  $5,700  and  $4,400 as  of  December  31,  2002  and  2001,
  respectively,  with an offsetting valuation allowance of the  same  amount
  resulting  in a change in the valuation allowance of approximately  $1,300
  during the year ended December 31, 2002.

NOTE 5 - RELATED PARTY TRANSACTIONS

  Management Compensation - During the periods ended December 31,  2002  and
  2001 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.

                                    -21-

<PAGE>

                                 PROLOGUE
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS [Continued]

  Expenses  - An officer/shareholder 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 and amounted to $3,950 and $4,050 during
  the year ended December 31, 2002 and 2001, respectively.

NOTE 6 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with  generally  accepted accounting principles in the  United  States  of
  America, which contemplate continuation of the Company as a going concern.
  However, the Company, has incurred losses since its inception 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.

NOTE 7 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share  for
  the periods presented:

                                                               From the
                                                            Re-entering of
                                            For the        the Development
                                           Years Ended     Stage on May 1,
                                          December 31,     1991 Through
                                    _______________________  December 31,
                                       2002         2001         2002
                                    __________   __________   __________
    Loss from continuing operations
      available to common stock
      holders (numerator)             $(3,625)     $(3,650)   $ (16,660)
                                    __________   __________   __________
    Weighted average number of
      common shares outstanding
      used in earnings per share
      during the period             50,000,000   50,000,000   37,100,141
                                    __________   __________   __________

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






                                         -22-
<PAGE>


                            PART III

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

         Not applicable.






                ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,
                  PROMOTERS AND CONTROL PERSONS

     The  directors and executive officers currently serving  the
     Company are as follows:

        NAME            AGE      POSITION            SINCE

        ALLEN AVERY      66      DIRECTOR             1994

        BILL ROSS        56      DIRECTOR             1986

        STAN ADAMS       56      DIRECTOR             1999

        ALLEN AVERY              PRESIDENT            1999

        BILL ROSS                VICE PRESIDENT       1999

        STAN ADAMS               SECRETARY/TREASURER  1999

     Mr.  Avery is a graduate of the University of Utah  and  has
     been self-employed for 26 years managing his own investments
     and  management consulting.  For the past 6 years Mr.  Avery
     has  assembled the Company's corporate records  for  audits,
     filed tax returns, filed disclosure documents with a  NASD
     broker-dealer  and  the  Securities and   Exchange Commission.
     In  preparation for the preceding activities, Mr.  Avery  has
     familiarized himself with the relevant laws and  regulations.
     Also  Mr. Avery  has  reviewed  numerous business  plans and
     opportunities in behalf of  the  Company and continues this
     effort as of this date.

     Mr. Ross is a graduate of the University of Illinois and for
     the  past  5  years has been self-employed as  owner  of  Ross
     Promotional Marketing, an advertising specialties business and
     as  sales  and  lease executive for Towbin Dodge.

     Mr.  Adams is a member of the Utah State Bar Association and
     a practicing attorney for the past 26 years.  Mr. Adams also
     develops  real  estate,  rehabilitating  properties  on  the
     National Historic Register. Mr. Adams is a director of the Arts,
     Inc., a private corporation.


23
<PAGE>

     All  of  the  Directors have been officers and directors  of
     publicly  traded companies over 10 years ago and  Mr.  Adams
     was  an  officer and director of Investestate,  a  reporting
     company  during  his  tenure.    Mr.  Adams  specializes  in
     criminal and domestic relations law.

     Directors  serve one year terms until annual  meetings,  and
     officers serve at the board of directors discretion.

     The  directors named above will serve until the next  annual
     meeting   of   the   Company's  stockholders.    Thereafter,
     directors will be elected for positions as directed  by  the
     board  of  directors.   Currently,  none  of  the  Company's
     officers  nor  directors have any employment agreement  with
     the Company, nor is any currently contemplated.  There is no
     arrangement  or  understanding  between  the  directors  and
     officers  of  the Company and any other Person  pursuant  to
     which any director or officer was or is to be selected as  a
     director officer.

     The  directors and officers of the Company will devote  such
     time  to the Company's affairs on an "as needed' basis,  but
     less  than  20  hours  per month.  As a result,  the  actual
     amount  of  time  which they will devote  to  the  Company's
     affairs is unknown and is likely to vary substantially  from
     month to month.

     While  it  is  unexpected,  it is possible  that  after  the
     Company  consummates  a  transaction  with  an  unaffiliated
     business  opportunity, that entity may employ  or  retain  a
     member  of  the  Company's management for  future  services.
     However, the Company has adopted a policy whereby the  offer
     of   any   post-transaction  compensation  to   members   of
     management  will  not be a consideration  in  the  Company's
     decision to undertake any proposed transaction.  Each member
     of  management has agreed to disclose to the Company's Board
     of    Directors   any   discussions   concerning    possible
     compensation to be paid to them by any entity which proposes
     to  undertake a transaction with the Company and further, to
     abstain from voting on such transaction.

     It  is  possible that persons associated with  or  known  to
     management  may be responsible for introducing  a  potential
     business  opportunity to the Company and  may  therefore  be
     compensated  with  a  finder's fee in cash  or  stock.   The
     amount  of  such  finders  fee,  if  applicable,  cannot  be
     determined  as  of the date of filing this  report,  but  is
     expected  to be comparable to consideration paid in  similar
     transactions.  No member of management of the  Company  will
     receive any finders fee, either directly or indirectly, as a
     result   of  their  respective  efforts  to  implement   the
     Company's business plan herein.

EXCLUSION OF LIABILITY

     The Utah Business Corporation Act exclude personal liability
     for  its  directors  for  monetary damages  based  upon  any
     violation  of  their  duties  as  directors,  except  as  to
     liability  for  any breach of the duty of loyalty,  acts  or
     omissions  not  in  good faith or which involve  intentional
     misconduct or a knowing violation of law, acts in  violation
     of  the  Utah  Business Corporation Act, or any  transaction
     from which a director receives an improper personal benefit.
     This exclusion of liability does not limit any right which a
     director may have to be indemnified and does not affect  any
     director's  liability  under  federal  or  applicable  state
     securities laws.

24
<PAGE>

 ITEM 10. EXECUTIVE COMPENSATION

     No  officer  or director has received any other remuneration
     in  the  two  year  period  prior  to  the  filing  of  this
     registration  statement.  Although there is no current  plan
     in  existence, it is possible that the Company will adopt  a
     plan  to  pay  or  accrue compensation to its  officers  and
     directors   for   services  related  to   seeking   business
     opportunities   and  completing  a  merger  or   acquisition
     transaction.   The Company has no stock option,  retirement,
     pension,  or  profit-sharing programs  for  the  benefit  of
     directors,  officers or other employees, but  the  Board  of
     Directors  may  recommend  adoption  of  one  or  more  such
     programs in the future.

 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                      OWNERS AND MANAGEMENT

     The  following  table sets forth, as of  the  date  of  this
     Registration Statement, the number of shares of Common Stock
     owned  of  record  and  beneficially be executive  officers,
     directors  and  persons  who  hold  5.0%  or  more  of   the
     outstanding Common Stock of the Company.  Also included  are
     the shares held by all executive officers and directors as a
     group.

SHARE HOLDERS AND                 NUMBER OF       OWNERSHIP
BENEFICIAL OWNERS (1)             SHARES          PERCENTAGE
_____________________             __________      __________

Allen Avery
3340 East Del Verde Ave.
Salt Lake City, Utah  84109       40,400,000           80.8%

Bill Ross
2306 Richard Court
Henderson , Nevada 89014          1,500,000             3.0%

Stan Adams
680 East 6th South
Salt Lake City, Utah 84102           90,000              .2%

All directors and executive
officers as a group              41,990,000              83%

(1)  Except as otherwise indicated, all shares are directly
     owned.


25
<PAGE>

 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     An officer/shareholder has paid certain expenses on behalf of
     the Corporation as capital contributions.  See Note 5 of
     financial statements.


TRANSFER AGENT

     American Registrar and Transfer Company, 342 East 9th South,
     Salt Lake City, Utah 84111.

REPORTS TO STOCKHOLDERS

     The Company plans to furnish its stockholders with an annual
     report  for each fiscal year containing financial statements
     audited by its independent certified public accountants.  In
     the  event  the  Company enters into a business  combination
     with  another  company,  it  is  the  present  intention  of
     management   to  continue  furnishing  annual   reports   to
     stockholders.   The  Company  intends  to  comply  with  the
     periodic  reporting requirements of the Securities  Exchange
     Act  of  1934  for  so  long  as  it  is  subject  to  those
     requirements,  and to file unaudited quarterly  reports  and
     annual reports with audited financial statements as required
     by the Securities Exchange Act of 1934.  The President has
     agreed to pay the 10-QSB expenses, if necessary, for calendar
     year 2003. Ther have been no reports on 8-K.


 ITEM  13.EXHIBITS AND REPORTS ON 8-K

     Exhibits

     SEC Ref.     Exhibit           Description
        No.          No.
     _______      _____             __________

     EX-3.1           1             By-Laws , Incorporated by reference
                                     See Form 10-SB, Exhibit #1

     EX-3.2           2             Articles of Incorporation,
                                     Incorporated by reference
                                     See Form 10-SB, Exhibit #2


No shares have been issued since 1994 and no 8-K has been filed.

26
<PAGE>

 ITEM 14.CONTROLS AND PROCEDURES

     Prior to the filing of this annual report, an evaluation was
     performed under  the supervision and  with the participation
     of Prologue's  management,  including  the  Chief  Executive
     Officer and Chief Financial Officer, of the effectiveness of
     the design  and operation of  Prologue's disclosure controls
     and procedures pursuant to Exchange Act Rule 13a-14.   Based
     on  that evaluation,  the Chief Executive Officer and  Chief
     Financial Officer concluded that the design and operation of
     these  disclosure controls  and  procedures  were effective.
     There  have   been  no  significant  changes  in  Prologue's
     internal   controls   or  in  other   factors   that   could
     significantly affect  these controls subsequent  to the date
     of their evaluation.


                          SIGNATURES:

     In accordance with Section 13 or 15(d) of the Exchange Act,
     the registrant has caused this report to be signed on its
     behalf by the undersigned, thereunto duly authorized.


     Dated: March 19, 2003
     Prologue


                     By:    /s/ Allen Avery
                     Allen Avery, President and Director



                            SIGNATURES

     In accordance with the Exchange Act, this report has been
     signed below by the following persons on behalf of the
     registrant and in the capacities and or the dates indicated.


                    By:    /s/ Allen Avery
                    Allen Avery, President and Director

                    Date:  March 19, 2003

                    By:   /s/ Bill Ross
                    Bill Ross, Vice President and Director

	            Date:   March 19, 2003

                    By:  /s/ Stan Adams
                    Stan Adams, Secretary-Treasurer and Director

                    Date:   March 19, 2003


27
<PAGE>









                         CERTIFICATION PURSUANT TO
                         18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Prologue (the "Company") on
Form 10-KSB for the year ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Allen L. Avery, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations of
the Company.




/s/ Allen L. Avery
Chief Executive Officer and Chief Financial Officer
March 19, 2003



28
<PAGE>


                              CERTIFICATIONS

I, Allen L. Avery, as Chief Executive Officer and Chief Financial Officer
of the Company, certify that:

  1.    I  have reviewed this Annual Report on Form 10-KSB of Prologue;

  2.    Based on  my knowledge,  this annual report  does not contain  any
untrue  statement  of  a material fact or omit to state  a  material  fact
necessary to make the statements made, in light of the circumstances under
which such statements were made,  not misleading with respect  to the year
covered by this annual report;

  3.    Based  on  my  knowledge,  the  financial  statements,  and  other
financial information  included in  this annual report,  fairly present in
all  material respects the financial condition, results of operations  and
cash flows of the registrant as of, and for, the periods presented in this
annual report;


  4.   I am responsible for establishing and maintaining disclosure
controls and  procedures  (as defined  in  Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

  (a)  Designed  such disclosure controls and procedures  to  ensure  that
material   information   relating  to  the   registrant,   including   its
consolidated  subsidiaries, is made known to us  by  others  within  those
entities,  particularly during the period  in which this  annual report is
being prepared;

  (b)  Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date within 90 days prior to the filing  date  of
this annual report (the "Evaluation Date"); and

  (c)  Presented  in   this  annual  report  our  conclusions   about  the
effectiveness  of  the  disclosure controls and procedures  based  on  our
evaluation as of the Evaluation Date;

  5.   I  have  disclosed, based on my most recent evaluation, to the
registrant's auditors and  the audit  committee of registrant's board of
directors (or persons performing the equivalent functions):

  (a)  All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to  record,
process, summarize and report financial data and have identified  for  the
registrant's auditors any material weaknesses in internal controls; and

  (b)  Any  fraud,  whether or not material, that involves  management  or
other  employees who have a significant role in the registrant's  internal
controls; and

  6.   I have  indicated in this  annual report whether or  not there were
significant changes in internal  controls  or  in other factors that could
significantly affect internal controls  subsequent to the date of our most
recent  evaluation,  including  any  corrective  actions  with  regard  to
significant  deficiencies and material weaknesses.

Date:  March 19, 2003


                               By /s/ Allen L. Avery, President
                                Allen L. Avery, President
                               (Principal Executive and Financial Officer)


29
<PAGE>