UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 44346 / May 24, 2001

Accounting and Auditing Enforcement Release No. 1399 / May 24, 2001

Administrative Proceeding
File No. 3-10490

In the Matter of PRIME CAPITAL CORPORATION, Respondent.

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ORDER INSTITUTING PROCEEDINGS, MAKING FINDINGS AND REVOKING REGISTRATION OF COMMON STOCK PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934

I.

The Commission deems it appropriate for the protection of investors that proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against Prime Capital Corporation ("Prime Capital"), a corporation whose stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act, to determine whether it is necessary and appropriate for the protection of investors to revoke the registration of Prime Capital's common stock for failure to file timely and in proper form Annual and Quarterly reports of Prime Capital as required by Section 13(a) of the Exchange Act and the rules and regulations thereunder.

II.

In anticipation of these administrative proceedings, Prime Capital has submitted an Offer of Settlement, which the Commission has determined to accept. Solely for the purposes of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, Prime Capital admits the jurisdiction of the Commission over this proceeding and the findings of the Commission as set forth in Section III of this Order Instituting Proceedings, Making Findings, and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of the 1934 ("Order"), and consents to the entry of this Order.

III.

Based on the foregoing, the Commission finds that:

The common stock of Prime Capital is registered pursuant to Section 12(g) of the Exchange Act and has been registered since at least August 19, 1986.

At all relevant times herein, Prime Capital was required, pursuant to Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, to file timely and in proper form, its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q. Prime Capital has failed to file such required reports since at least the year ended December 31, 1999. The last filing with the Commission of any kind made by Prime Capital was a Form 8-K filed on September 15, 2000. As a result of the foregoing, Prime Capital failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.

In or about July 2000, Prime Capital transferred all of its assets for the benefit of creditors in lieu of a bankruptcy petition. On or about September 15, 2000, all of the officers and directors of Prime Capital resigned their posts. Since that time, Prime Capital had no operations, assets or employees.

Notwithstanding the foregoing, Prime Capital's stock is still listed in the "Pink Sheets" published by the National Quotations Bureau, Inc. and is still traded in the over the counter market. As of February 26, 2001, Prime Capital stock was quoted at $0.004 per share.

IV.

Section 12(j) of the Exchange Act provides as follows:

The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of this title or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.

In view of the foregoing, it is necessary and appropriate for the protection of investors to revoke the registration of the common stock of Prime Capital pursuant to Section 12(j) of the Exchange Act.

ACCORDINGLY, IT IS ORDERED that the registration of the common stock of Prime Capital Corporation be, and it hereby is, revoked pursuant to Section 12(j) of the Exchange Act.

By the Commission.

Jonathan G. Katz
Secretary