FORM 10-KSB
                            ------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001 OR

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

                        Commission File Number: 00-32903

                           Second Stage Ventures, Inc.
--------------------------------------------------------------------------------
              (Exact name of small business issuer in its charter)



          Nevada                                        98-0233859
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


      92 Welk Lane, Windward Road
Providenciales, Turks & Caicos Islands,
         British West Indies                              Not applicable
----------------------------------------          ------------------------------
(Address of principal executive offices)                   (Zip Code)


                     Issuer's telephone number: 649-231-2250

         Securities Registered Under Section 12(b) of the Exchange Act:
                                      None

         Securities Registered Under Section 12(g) of the Exchange Act:
                          Common Stock, 0.01 par value
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for most recent fiscal year:             $  80

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 as of August 13, 2001,  being a price of $0.10 per share in an offering
to the public registered on Form SB-2: $500,000

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:  6,000,000 shares of Common Stock as
of December 19, 2001.

Documents Incorporated by Reference: None.


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I.........................................................................1

    ITEM 1. DESCRIPTION OF BUSINESS............................................1

    ITEM 2. DESCRIPTION OF PROPERTY...........................................23

    ITEM 3. LEGAL PROCEEDINGS.................................................23

    ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS...................23


PART II.......................................................................23

    ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS..........23

    ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS........................................25

    ITEM 7. FINANCIAL STATEMENTS..............................................32

    ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE.........................................32


PART III......................................................................33

    ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...............33

    ITEM 10. EXECUTIVE COMPENSATION...........................................35

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...36

    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................37

    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.................................38

SIGNATURES....................................................................40



                                      -i-

<PAGE>


NOTE REGARDING FORWARD LOOKING STATEMENTS

Except  for  statements  that  report  the  Company's   historical  results  and
disclosures of historical fact, certain information contained herein constitutes
"forward-looking  statements."  Words or  phrases  "will  likely  result",  "are
expected to",  "will  continue",  "is  anticipated",  "anticipate",  "estimate",
"intend",  "project  or  projected",  or similar  expressions  are  intended  to
identify  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities  Litigation  Reform  Act of  1995.  Such  forward-looking  statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual  results or  achievements  of the Company to be materially  different
from any future results or achievements  of the Company  expressed or implied by
such  forward-looking  statements.  Such factors include among other things, the
Company's  history of losses,  lack of revenues and stage in the  development of
its business, the Company's lack of working capital and uncertainties related to
its ability to continue as a going concern.  Please see generally  "Part I. Item
I. -- Risk Factors" below.

Additional  information  and factors that could cause  actual  results to differ
materially  from those in the  forward-looking  statements are set forth in this
Form 10-KSB for the fiscal year ended September 30, 2001, including specifically
those sections entitled "Risk Factors" and "Management's Discussion and Analysis
of Financial  Condition and Results of Operations."  The Company hereby cautions
shareholders,  prospective  investors in the Company,  and other  readers to not
place undue reliance on these forward-looking statements, which can only address
known events as of the date of this report.






                                      -ii-
<PAGE>

PART I

Item 1.  Description of Business.

(a) Business Development

History of the Registrant

Second Stage Ventures,  Inc. (the  "Company,"  "we," "our" or "us"), is a Nevada
corporation in the development stage. Second Stage Ventures,  Inc. was organized
and incorporated under the laws of the State of Nevada on September 1, 2000. Our
principal   executive  office  is  located  at  92  Welk  Lane,  Windward  Road,
Providenciales, Turks & Caicos Islands, British West Indies.

We are in the process of developing  our business and have no material  revenues
from our operations. We have one wholly owned subsidiary, EasyTrivia.com., Inc.,
a Washington corporation which maintains an office in Bellingham, Washington and
which is currently developing the EasyTrivia website and the EasyTrivia software
in British Columbia, Canada. Sometimes we will refer to EasyTrivia.com., Inc. as
"our subsidiary" in this report on Form 10-KSB.

Our subsidiary's URL is http://www.easytrivia.com.  Information contained on our
website does not  constitute  part of this annual  report.  Our  subsidiary  was
incorporated under the laws of the State of Washington on July 11, 2000.

We filed a registration  statement on Form SB-2 with the Securities and Exchange
Commission that was declared effective on May 15, 2001. We raised gross proceeds
of  $500,000  in our  initial  public  offering,  which was on August 13,  2001.
5,000,000  shares of our common stock sold in the offering were authorized to be
issued during the fiscal year ended  September  30, 2001 and share  certificates
representing  these shares were prepared and issued to  shareholders  on October
22, 2001.

We had 41 shareholders of record as of December 19, 2001.

Our business strategy is primarily focused on the promotion and licensing of our
subsidiary's  software  to other  companies  and website  operators  that may be
interested  in adding  entertainment  software  and trivia  capability  to their
website  operations.  We  anticipate  that our primary  form of revenue  will be
generated  through license  agreements of the EasyTrivia Game Show software.  We
anticipate that a secondary source of revenues will be advertising revenues that
we generate as a consequence of visitor  traffic to our website.  If we are able
to  negotiate  and execute  license  agreements  that  provide us with  material
revenues,  we will  focus our  strategy  on  directing  users to our  website at
http://www.easytrivia.com in order to generate advertising revenues.

During the fiscal year ended  September 30, 2001 and through to the present date
of  this  annual  report,  we have  focused  our  resources  on  developing  our
subsidiary's entertainment software as a "market ready" application. This effort
involves extensive



                                       -1-
<PAGE>

testing,  code review and analytical meetings with our developers to insure that
a high  quality  application  was  and is  being  developed  by our  independent
contractors.   The  first  group  that  we  engaged  for  this  purpose,   Niche
Enterprises, assisted our efforts by creating an operational software prototype.
We launched this prototype for testing  briefly on the Internet during our third
fiscal  quarter in 2001,  but removed the prototype from our website for further
development at the end of our fourth fiscal quarter ended September 30, 2001. As
of the  filing  date of this  annual  report,  we have not yet fully  launched a
complete entertainment software product on the Internet.

During the fiscal quarter ended September 30, 2001, we terminated our engagement
with Niche Enterprises and we engaged Sage Internet  Solutions Ltd. of Victoria,
British  Columbia,  Canada to finalize  development of our software.  We entered
into a Memorandum of Engagement  with Sage Internet  Solutions  Ltd., on July 2,
2001.  Under this  agreement,  Sage  Internet  Solutions  provides  us  software
development services on an hourly fee basis.

We experienced  certain delays that delayed the  anticipated  September 30, 2001
launch of our  software.  As of the  filing  date of this  annual  report,  Sage
Internet  Solutions  has finished  development  of our  software  product and is
conducting  internal  tests on the  software,  which we now  anticipate  will be
completed on December 31, 2001. Thereafter,  we will seek licensing arrangements
for our software product.

Currently we do not have any employees as management has  determined  that we do
not have  sufficient  working  capital for both operating  expenses and employee
salaries.  Instead  we  use  independent  contractors,  such  as  Sage  Internet
Solutions  to  develop  our  software  and Brad W.  Rudover  to manage the daily
business  of our  operations  subsidiary.  We  anticipate  we  will  develop  by
licensing our software,  which we anticipate  will occur in the second and third
fiscal  quarters of 2002. We intend to hire  full-time  employees to operate the
business,  including Mr. Rudover as the C.E.O of our subsidiary, once sufficient
revenues from our operations are available.

We anticipate that our EasyTrivia  software will be attractive to  entertainment
websites  interested  in adding new forms of  entertainment  to their  sites and
potential  new revenue  streams.  Although we have not entered  into any license
agreements  as of the date of this  report,  we are  attempting  to  market  our
software to website-based businesses that we believe would be a good fit for the
EasyTrivia software.

There are currently  several  Internet-based  providers of trivia  games.  Known
competitors    include    websites    such    as    http://www.uproar.com    and
http://www.buzztime.com.  We believe that we will distinguish ourselves from our
competitors  because the  EasyTrivia  Game Show software has the potential to be
much more than a trivia engine, by becoming an interactive,  constantly changing
and challenging software game product.



                                      -2-
<PAGE>

However,  we cannot assure you that our EasyTrivia game will be licensed or that
consumers  will favor our game over  those of our  competitors.  Our  failure to
successfully  commercialize  our  EasyTrivia  game will have a material  adverse
affect on our business and our ability to continue as a going concern. See "Part
1. Item I. -- Risk Factors."


(b) Business of Issuer

General Overview

We are a Nevada corporation in the development  stage,  having been organized on
September 1, 2000. Our primary  business  strategy is to develop a high quality,
portable software application that we intend to license to other businesses.  We
also intend to develop a compelling  Internet  entertainment  website that draws
unique  users  for the  purposes  of  developing  advertising  revenues.  We are
developing our EasyTrivia Game Show through our subsidiary.

We plan to operate an  entertainment  website on the  Internet  specializing  in
trivia entertainment through our subsidiary's URL at  http://www.easytrivia.com.
While one of our  business  focuses  remains on our efforts to create a valuable
media property on the Internet, we will focus on advertising revenues only after
we have licensed our software to other businesses.  We believe that we can begin
to license our software  during the first half of 2002.  We intend to enter into
licensing agreements with other organizations in order to generate cash flow and
working capital.

Sage  Internet  Solutions is in the process of  developing  a customized  trivia
software application for us. We are actively

website operators who
may be  interested  in licensing  our  software.  Sage  Internet  Solutions  has
assisted  us in  developing  our  website  to  the  point  where  it  can  offer
demonstrations to visitors.  We intend to encourage potential licensees to visit
our website  during the fiscal quarter  commencing  January 1, 2002 so that they
see what the software product currently looks like,  understand how it operates,
and determine whether they will license our software.

Our website  contains basic contact  information  about our company and is still
largely in the development stage. Information on our website does not constitute
part of this annual report.

We caution our shareholders,  our prospective shareholders and others that there
can be no assurance that our software  development  will occur as planned and in
the event that we encounter  unforeseen delays, our operations and our financial
condition could be materially adversely affected.

We  have  never  undertaken  or  been  subject  to a  voluntary  or  involuntary
bankruptcy, receivership, or any similar proceeding.

Our  principal  phone number is  649-231-2250  at our office in the British West
Indies.



                                      -3-
<PAGE>

Our EasyTrivia Game Show Concept.

Our EasyTrivia  Game Show concept was conceived and is currently  being designed
based on the popularity of television  game shows. We believe that by offering a
web-based  game featuring an interactive  format,  we will attract  visitors and
players,  who  cannot  otherwise  participate  on  television  game  shows.  Our
EasyTrivia Game Show provides users the opportunity to prove in an online format
that they can be a winner on a game show instead of watching a  television  game
show and saying to themselves,  "I can answer that question, I should be on that
show!"

Our  strategy  is  to  combine  the  popularity  of  the  Internet,  interactive
technology,  and the thrill of winning  into a game that we  anticipate  will be
fun, entertaining and popular.

Although we have  developed  software  that allows our  EasyTrivia  Game Show to
operate over the Internet,  we are without  sufficient  funds to pay cash prizes
and no  EasyTrivia  Game Show user has yet been paid a cash prize.  We presently
intend to be able to offer cash  prizes in the future if and when we are able to
generate revenue from licensing our software.

During the last full  fiscal  quarter of the fiscal year  ending  September  30,
2001,  we  determined  that our  success  will depend upon our ability to make a
quality  product  that  can be  licensed  to a large  volume  of  Internet-based
companies.  By focusing our business  development efforts on the negotiation and
execution of long-term contracts with low up-front costs we believe that we will
attract more small to medium-sized  companies that would not have otherwise been
interested in licensing our product at a higher price.

We anticipate that our software will retain users  responses,  which may then be
logged  to  individual  user  profiles  to  allow  us to  customize  advertising
campaigns.  Such  advertising  might  thereafter be directed to individual users
based on  demographic  considerations.  We anticipate  that this feature will be
attractive  to our  licensees  as they will be able to  generate  "directed"  or
"targeted" advertising.



                                      -4-
<PAGE>

Industry Background

Growth of Internet Usage

The Internet has become an increasingly  significant  medium for  communication,
information and commerce.

According to an online news article posted at  http://cyberatlas.internet.com on
September 6, 2001, "Of the total U.S. population, about one in three adults used
e-mail from home in 2000, and nearly one-quarter used the Internet to search for
information on topics such as business, health or government services. Nearly 20
percent  used the  Internet  to check on news,  weather or sports.  One in eight
adults performed  job-related tasks using a home Internet connection.  E-mail is
the most common  Internet  application  at home,  used not only by 88 percent of
adults, but also by 73 percent of children who are online."

We believe that this increasing  Internet usage by millions of people throughout
North  America  presents   significant   opportunities   for  online  retailers,
entertainment websites, and software developers.

The Entertainment and Sweepstakes Market.

Winning  a prize  for  simply  playing a game is what  attracts  most  people to
sweepstakes  websites.  This  simple  aspect  of  human  psychology  is what the
EasyTrivia  software intends to exploit in order to attract users to our website
and to the websites of our  licensees.  In the United States,  sweepstakes  have
been around since the beginning of local government  sponsored  lotteries in the
1920's.  Although the chances of winning the lotto are extremely  small,  people
continue  to  participate  because of the  theory,  "if you don't play you can't
win." There are several  sites on the  Internet  at present  that offer  similar
entertainment as Bingo.com. Known competitors include websites such as pogo.com,
iwin.com and  freelotto.com.  Our  management  believes that these  websites are
currently  generating  revenues.  We believe  that they are doing so by exposing
their  user  base to  demographic-specific  advertisers.  We  believe  that  the
EasyTrivia  software has been  designed in a similar vein and we believe that it
will open up more "targeted" advertising opportunities to our licensees.

Our primary current customer  prospects  include small to medium-sized  business
that operate websites and who have already  developed a base of advertisers that
pay  revenues.  We  intend  to  negotiate  and enter  into  long-term  licensing
agreements with these types of businesses.



                                      -5-
<PAGE>

Business Strategy

The current business strategy that we are focused on is licensing the EasyTrivia
Game Show software to small to medium-sized  entertainment website businesses. A
secondary  consideration  is the  development  of revenues  through  advertising
attributable   to  the  user  base  that  we  anticipate  will  develop  at  our
subsidiary's  website. We believe that we will develop a unique user base at our
website because individuals will be drawn to our self-hosted trivia game.

We believe that a dependence on  advertising  revenues is no longer  feasible in
light  of  the  weakened  international  economic  climate  in the  wake  of the
softening  economy and the  terrorist  attacks in the United States on September
11, 2001 and its  associated  impact on the capital  markets and  Internet-based
businesses.

We intend to begin licensing our software in the fiscal quarter ending March 30,
2002. We currently have not entered into any software  licenses for our software
product. We are still in the process of developing the technology related to our
EasyTrivia  Game Show and we cannot assure you that we will ever earn  royalties
or develop revenue from technology licensing.

Competition

We define our  competition  as those  entertainment-based  businesses  operating
primarily on or through the  Internet  and we believe  that we currently  have a
variety of competitors



                                      -6-
<PAGE>

operating  on the  Internet.  We believe  that our  primary  competition  on the
Internet  presently  includes  the trivia  engines  provided by  Uproar.com  and
Buzztime.com.

There  are  several  sites  on  the  Internet  at  present  that  offer  similar
entertainment,  such  websites  include  (but  are not  limited  to)  bingo.com,
pogo.com,  iwin.com and  freelotto.com.  We believe that these companies operate
large  websites  that  attract  thousands of user daily and we believe that they
generate revenues from operations.

Although  these websites are considered  our  competitors  for user traffic,  we
believe that our software is different from what our competitors presently offer
their customers. Again, we believe that we have contracted for the design of the
EasyTrivia  Game Show software so that it will be not only a trivia engine,  but
also has the capability to store and exploit demographic information from users.

Currently,  Uproar.com  licenses their trivia engine to other websites for free.
Buzztime.com  has  decided to partner  with large sites such as NHL.com to offer
their  game on these  sites and they do not  license  their  game for  free.  We
presently do not plan to license our game software for free.

Our  competitors  now have, and may continue to have,  better access to capital,
financial means, prospective clients, customers and users than do we.

Capital Requirements

Capital  requirements  of  an  entertainment  technology  start-up  company  are
continuous,  especially  in the early  years and last until  such a company  can
establish a viable revenue stream. We are a development stage company and we are
undercapitalized.

We were  initially  funded  by  debt  financing  in the  form  of  three  demand
promissory  notes in an aggregate  amount of $150,000.  All accrued interest and
principal of each of these three notes were repaid in the fourth fiscal  quarter
of our fiscal year ended September 30, 2001.

We  registered  5,000,000  of our  common  shares  for  sale  on a  registration
statement  on Form  SB-2  which  we  filed  with  the  Securities  and  Exchange
Commission and which was declared effective on May 15, 2001. We offered and sold
all of these shares at a per share price of $0.10 for gross proceeds of $500,000
in a direct  public  offering  which we closed on August 13, 2001. We issued the
share  certificates to our shareholders  purchasing  common stock in our initial
public offering on October 22, 2001.

We have not entered into any  arrangements  or agreements  to obtain  additional
financing.  We believe that we have sufficient working capital such that we will
not need to seek additional capital financing until sometime after September 30,
2002.  See  "Management's  Discussion  and Analysis of Financial  Conditions and
Results of



                                      -7-
<PAGE>

Operations." There can be no assurance that this estimate is correct or that any
necessary  financing will be available to the Company on terms acceptable to us,
if at all.  If we are  unsuccessful  in  obtaining  the  financing  required  to
implement our business plan, we may go out of business.

Employees and Consultants

Although we did not have any full-time or part-time employees through the fiscal
year ended  September 30, 2001, Mr. Brad W. Rudover,  one of our directors,  has
entered into a written  consulting  agreement  with us and he  currently  spends
between  twenty-five and thirty hours per week at work for our subsidiary in his
home office in Vancouver,  British  Columbia and in our  subsidiary's  office in
Bellingham, Washington.

In addition to our arrangement with Mr. Rudover, we have agreed to pay Mr. Blair
Mills and Ms. Zennie Morris $1,500 per month each for consulting  services.  Our
agreement  with Mr. Mills and Ms.  Morris has not been  reduced to writing.  Mr.
Rudover is primarily  working on the development of our website while Ms. Morris
and Mr. Mills manage our business and are in charge of our company. We may, from
time to time,  employ  independent  consultants or contractors  for research and
development, marketing, sales, and support and administrative services.

We are currently  exclusively  managed by Ms. Zennie Morris, our President and a
director,  and by Mr. Blair Mills, a director,  our Secretary and our Treasurer.
See "Executive Compensation."

Our management  currently intends to use consultants,  attorneys and accountants
as  necessary  and does not plan to engage  any  full-time  employees  until the
EasyTrivia  Game Show and website is fully  developed  and ready to be marketed.
Through the fiscal year  beginning  October 1, 2001, we intend to hire sales and
technical  support  personnel  once  our  website  is  functional  and  once our
entertainment game is ready to be marketed.

A portion of any employee compensation likely would include the right to acquire
stock in our company,  which would dilute the  ownership  interest of holders of
existing  shares of its common stock. We currently do not have an employee stock
option plan.  However, we may adopt an employee stock option plan in the future.
It is possible that we will grant options to employees and officers, such as Mr.
Mills and Mr.  Rudover,  as a form of  incentive  compensation.  The exercise by
employees or others of stock  options  would have a dilutive  effect on existing
shareholders.

Consulting Agreements

Under the Consulting  Agreement  dated October 5, 2000,  between our subsidiary,
our company and Mr.  Rudover,  we engaged Mr. Rudover to provide  management and
development services to our subsidiary.  We agreed to pay Mr. Rudover $1,500 per
month  plus  any out of  pocket  expenses  actually  and  properly  incurred  in
providing services to our subsidiary.



                                      -8-
<PAGE>

In addition to our arrangement with Mr. Rudover, we have agreed to pay Mr. Blair
Mills and Ms. Zennie Morris $1,500 per month each for consulting services.  This
agreement  has not been  reduced to  writing  but was  approved  by our Board of
Directors in their meeting of September 15, 2000.

Government Regulation and Other Legal Regulation

     Regulation of Sweepstakes

Our EasyTrivia Game Show may constitute a sweepstake.  The sweepstakes  industry
is subject to extensive  regulation  on the local,  state and  national  levels,
regardless of whether the promotions  take place over the Internet,  through the
mail or otherwise. Thus, many, if not all, of the same regulations that apply to
traditional  sweepstakes  promotions  apply  to each of our  online  sweepstakes
promotions.  Regulations  governing the conduct of sweepstakes  promotions  vary
from state to state and from country to country. Although the state and national
sweepstakes laws and regulations generally are similar in nature, they and their
application  vary. We intend to use various  methods to achieve  compliance with
these laws. We intend to first  complete a review of applicable law to structure
our EasyTrivia  game to comply with  applicable  law and to obtain  licenses and
applicable regulatory approval related to our game and website. We do not intend
to undertake this review until we obtain sufficient  revenues from operations to
complete this review.  We estimate that the cost of this initial  review will be
approximately  $5,000. We intend to approach a law firm to undertake this review
on a national basis for the United States.  As of the filing date of this annual
report on Form  10-KSB,  we are aware of a variety of these laws through our own
independent  research,  but we have not engaged legal counsel to audit the level
of our compliance with all applicable laws.

We seek to  protect  ourselves  by  placing  restrictions  on who may  play  our
EasyTrivia  Game Show. We intend to prohibit  minors from playing our EasyTrivia
Game Show and to comply with local laws,  regulations or administrative  rulings
applicable  to our game.  However,  because it is sometimes  difficult to verify
entries over the Internet, it is possible that minors or residents of restricted
jurisdictions may play our game.

Deceptive practices in direct mail sweepstakes promotions have recently been the
subject of hearings in the United States Senate and certain states.  While these
hearings did not focus on online game shows,  it is unclear whether any new laws
or regulations  will result from these hearings and whether or not these laws or
regulations will affect online  sweepstakes.  Similar attention is expected from
state legislatures and regulators.

     Regulation Concerning Privacy

Like  the  Communications  Decency  Act  before  it,  Congress  has  passed  the
Children's  Online  Privacy  Protection  Act  to  protect  minors  from  certain
web-based  content.  Additionally,  the Federal  Trade  Commission  has issued a
Notice of Proposed  Rulemaking  regarding the adoption of regulations  regarding
the  collection  and  use of  personal  identifying  information  obtained  from
individuals when accessing web sites,



                                      -9-
<PAGE>

with  particular  emphasis on access by minors.  These  regulations  may include
requirements that companies establish certain procedures to, among other things:

     o    give adequate notice to consumers regarding information collection and
          disclosure practices;

     o    provide  consumers  with  the  ability  to have  personal  identifying
          information deleted from a company's database;

     o    provide  consumers with access to their personal  information and with
          the ability to rectify inaccurate information; and

     o    obtain express parental consent prior to collecting and using personal
          identifying information obtained from children under 13 years of age.

These regulations may also include enforcement and redress provisions.  While we
intend to have a formal  privacy  policy  posted on our  website  which  will be
designed to enhance the protection of the privacy of our users,  there can be no
assurance that these programs or policies,  even if adopted, will conform to any
regulations adopted by the FTC.

Moreover,  even  in  the  absence  of  those  regulations,  the  FTC  has  begun
investigations  into the privacy practices of companies that collect information
on the Internet.  One  investigation  resulted in a consent  decree  pursuant to
which an  Internet  company  agreed  to  establish  programs  to  implement  the
principles noted above. We may become subject to a similar investigation, or the
FTC's  regulatory and  enforcement  efforts may adversely  affect our ability to
collect  demographic and personal  information  from users,  which could have an
adverse  effect on our  ability to provide  effective  promotions.  Any of these
developments  would have a material  adverse effect on our business,  results of
operations and financial condition.

It is also possible that "cookies" (information keyed to a specific server, file
pathway or directory  location  that is stored on a user's hard drive,  possibly
without the user's knowledge) may become subject to laws limiting or prohibiting
their  use.   Presently,   cookies  are  generally  used  to  track  demographic
information  and to target  advertising  towards  users in specific  demographic
groups. A number of Internet commentators,  advocates and governmental bodies in
the United States and other countries have urged the passage of laws limiting or
abolishing  the use of  cookies.  Limitations  on or  elimination  of our use of
cookies  could limit the  effectiveness  of our  promotions,  which could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

The  European  Union has adopted a directive  that imposes  restrictions  on the
collection  and use of personal  data.  Under the  directive,  EU  citizens  are
guaranteed  rights  to  access  their  data,  rights  to  know  where  the  data
originated,  rights to have inaccurate data rectified, rights to recourse in the
event of unlawful processing and rights to withhold permission to use their data
for direct marketing. The directive could, among other



                                      -10-
<PAGE>

things,  affect U.S.  companies that collect  information over the Internet from
individuals in EU member  countries,  and may impose  restrictions that are more
stringent  than  current  Internet  privacy  standard in the United  States.  In
particular,  companies with offices  located in EU countries will not be allowed
to  send  personal  information  to  countries  that  do not  maintain  adequate
standards of privacy. The directive does not, however,  define what standards of
privacy are  adequate.  As a result,  the  directive  may  adversely  affect the
activities of entities such as our company that engage in data  collection  from
users in EU member countries.

We are taking steps to prepare for the  institution of any safeguards to privacy
and procedures that could limit access, storage, use and transport of individual
data elements. These steps include:

     o    carefully  identifying the source,  timing and  classification of each
          data element collected;

     o    segregating  data  elements  with  matching  identifiers  in our  data
          warehouse to allow for separate processes,  regulations and treatments
          by type of data; and

     o    making the  maintenance  of  members'  elections  with  respect to the
          receipt of  information  a priority in the handling and  conveyance of
          information from and to members.

     Regulation of the Internet

We are  currently  subject to federal  and state laws and  regulations  that are
applicable to specific activities on the Internet.  Although there are currently
few  laws  or  regulations  directly  governing  access  to or  commerce  on the
Internet,  due to the increasing popularity and use of the Internet, a number of
laws and regulations may be adopted regarding user privacy, pricing,  acceptable
content,  taxation  and quality of  products  and  services.  In  addition,  the
government  has been  requested to regulate and impose fees on Internet  service
providers  and online  service  providers in a manner  similar to long  distance
telephone  carriers.  This  regulation may place our activities  under increased
regulation, increase our cost of doing business, decrease the growth in Internet
use or otherwise have a material adverse effect on our business.

Compliance with Environmental Laws

We do not currently believe that our development  activities,  or our operations
once we begin to license our  software and offer our  EasyTrivia  Game Show over
the  Internet,   will  subject  us  to  significant   international,   Canadian,
provincial, U.S. domestic, state or local environmental laws.



                                      -11-
<PAGE>

Intellectual Property

We have not registered any trademarks in the United States or elsewhere.  We may
in the future submit an application to register the name  "EasyTivia.com" as our
trademark during the calendar year beginning on January 1, 2002.

In the  future,  we may  attempt  to obtain a patent  for the  software  that we
develop.  We have not engaged a patent  lawyer in the United States or elsewhere
and we have not yet  determined if any of our software or related  technology is
patentable.

Although we cannot assure you that we will be immune to  challenges  relating to
our  technology,  we  currently  have no  information  to suggest  that our game
software or related technology would infringe patents held by other parties.

Risk Factors

Our business is subject to a number of risks that are generally  associated with
start-up  companies in the  development  stage of their  business and  companies
engaged in  business  through the  Internet.  These risks could cause our actual
results to differ materially from the results we project and any forward-looking
statement we make in this report on Form 10-KSB.  Below is a description of some
of the risks that we anticipate will be associated with our business and with an
investment in our company.  We also  encourage our  shareholders  to familiarize
themselves with that portion of our registration statement on Form SB-2 entitled
"Risk Factors."

Risks Related To Our Business and Operations

We are an under-funded  start-up business and we have no significant  history of
operations.

We were only  recently  formed  and we do not have any  material  revenues  from
operations. As of September 30, 2001, we had cash or cash equivalents on hand of
$213,266 and working capital of $174,  624. We had accounts  payable and accrued
expenses  in the amount of $41,392  and notes  payable of $0. As of  December 1,
2001,  we had  approximately  $151,634  on  hand  as  working  capital.  We were
initially  funded by the sale of common  shares in our  registered  offering and
through three demand  promissory  notes in an aggregate face amount of $150,000.
Our auditors have expressed  doubt  regarding our ability to continue as a going
concern. We are a development stage company and we are undercapitalized.

We will  only be able to  attract  users to our  website  if we have  sufficient
revenues to offer cash prizes.

While we  anticipate  that we will be able to develop our business plan with our
current cash  reserves,  we  anticipate  that we will only be able to offer cash
prizes to users of the EasyTrivia  Game Show if and when we receive  significant
revenues  from  operations.  We believe,  at least in part,  that  licensees and
advertisers will only pay us revenues in



                                      -12-
<PAGE>

proportion  to the number of unique  users that our website  and  software-based
game attract both for our own  website,  and for the websites of our  licensees.
That is, we  currently  believe  that we will only be able to generate  revenues
based on the numbers of new users that visit our website and the websites of our
licensees,  if and when we develop contractual  arrangements with such licensees
in a manner that provides us royalties.

We believe that we will be able to attract a variety of users to our website and
our licensees  websites and thereby  present an  attractive  "target" or captive
audience to advertisers, both for our website and the websites of our licensees.
There can be no  assurance,  however,  that we will  develop such an audience or
that we will develop relationships with licensees sufficient to obtain royalties
for our company.  Even if we do develop contractual  arrangements with licensees
or  advertisers,  there can be no  assurance  that such parties will pay us fees
(both in respect of advertising or in respect of royalties).

If we are  unable to  establish  a revenue  stream or secure  other  alternative
sources of financing, our ability to continue as a going concern is doubtful. As
the costs associated with Internet  marketing  continue to increase,  it will be
difficult  for us to predict  our budget  requirements.  We will only be able to
market ourselves on the Internet if we are able to establish revenues.

There can be no assurance that we will successfully raise the financing required
to fund our operation or continue as a going concern.  If we are unable to raise
sufficient  financing  to fund our business  strategy,  you may lose your entire
investment in our company.

There can be no assurance  that a business model such as ours which is dependent
on revenue  streams from licensing  agreements and on revenues from  advertising
will prove to be viable or that our budget will be sustainable on that account.

There can be no assurance that  Internet-based  businesses  such as ours will be
able  to  generate  significant  revenues  from  licensing  agreements  or  from
advertising.  Our  investors  face a  significant  risk that we may be unable to
obtain  material  revenues  and that we will  thereby be unable to  execute  our
business  plan.  Additionally,   as  the  Internet  advertising  business  is  a
relatively new industry, we are uncertain of all of the potential costs that our
business  may incur,  and such costs may exceed our current  budget.  We believe
that our business  plan will require us to build brand  recognition  and develop
methods  to  direct  traffic  to our  site as a  means  of  enabling  us to sell
advertising or licensing  rights.  This may require  expensive media advertising
and  promotional  techniques  and  there can be no  assurance  that we will have
sufficient revenues from advertising to support these endeavors.

Our revenue model may prove to be unfeasible.

The advertising  industry on the Internet is new with unproven  returns and many
unknown factors, which may adversely impact our business. Several companies with
similar



                                      -13-
<PAGE>

business  concepts of earning  revenues  from internet  advertising  and through
technology  licensing have proved to be  commercially  unsuccessful.  Several of
these  companies have changed their business  strategies,  closed their websites
and/or liquidated their business. Our revenue model may prove unfeasible. If our
revenue model proves  unsuccessful  or we fail to adapt to the changes that have
impacted Internet-based businesses (such as lower prices for banner ads), we may
be unable to generate sufficient revenues to be commercially successful.  We may
be unable to diversify  revenue streams in any meaningful  fashion and may never
be profitable.

We may be  unable  to  survive  as a going  concern  if we are  unable to secure
licensing agreements that provide us with royalties on a timely basis.

We  currently  believe  that we can  carefully  manage our working  capital in a
manner  that will fund our  operational  requirements  through  the fiscal  year
ending  September 30, 2002.  We are  currently  pleased with our ability to keep
pace with our  internal  budgeting  goals,  and we believe that  development  in
Canada is relatively  cheap given the exchange ratio between the Canadian dollar
and the U.S. dollar.  There can be no assurance that such an exchange ratio will
continue to work in our favor,  or that our  development in Canada will continue
to be  successful.  Similarly,  there can be no  assurance  that  Sage  Internet
Solutions will be able to finalize the  development  and testing of our software
in a timely and complete manner. Any such failure can and will negatively impact
our business and our results of operations.

We  understand  that  negotiating  and  executing  on any  particular  licensing
agreement with a prospective  customer can be a timely and expensive process. In
addition  to costs  that we will face  from  marketing  our game to  prospective
licensees,  it may be  necessary  to  engage  an  intellectual  property  lawyer
(licensed  both in the United States and  throughout  the world) to assist us in
negotiating  and  finalizing  any  particular  licensing   agreement.   We  also
acknowledge that negotiations with prospective customers can be a time-consuming
process and that we must obtain a path to  profitability as quickly as possible.
We  cannot  assure  you that we will be  successful  in our  endeavors  to bring
licensing arrangements to fruition, and we may not be profitable for many years,
if at all.  We may not have  sufficient  working  capital to survive  protracted
licensing  negotiations with prospective  clients. Any such failure can and will
negatively impact our business and our results of operations.

We have  incurred  losses since our inception on September 1, 2000 and we expect
losses to continue for the foreseeable future.

We are in the  extreme  early  stages  of  development  and  could  fail  before
implementing our business strategy.  We are a "start-up" venture that will incur
net losses for the foreseeable  future.  Since our inception  through the fiscal
year ended September 30, 2001, we have incurred net losses of $250,729.  Our net
loss for the fiscal three month period ending September 30, 2001 was $58,097 and
our net loss for the fiscal  twelve month period  ending  September 30, 2001 was
$234,141.   We  will  incur  additional  expenses  and  losses  before  becoming
profitable,  if we ever become  profitable.  We and our subsidiary were recently
formed, and we have not earned any material amount of



                                      -14-
<PAGE>

revenues from our operations.  We have no meaningful  historical  financial data
upon which to base our planned operating  expenses or losses. As a result of our
limited operating history,  it is difficult to accurately forecast our potential
revenue. In order to become profitable, we must:

     -    execute on our business model;
     -    create brand recognition;
     -    complete the development of our EasyTrivia Game Show;
     -    create a customer base cost-effectively;
     -    negotiate and execute  licensing  agreements that provide us with cash
          revenues;
     -    access additional capital when required;  and - attract and retain key
          personnel.

We cannot be certain that our business  model will be successful or that it will
successfully address these and other challenges, risks and uncertainties.  If we
fail to  successfully  meet  these  challenges,  we  will  likely  never  become
profitable.

We may be forced to sell all or a portion of our  subsidiary to Brad W. Rudover,
one of our  directors,  in July of  2002,  which  would  deprive  us of our core
business.

We acquired our sole  subsidiary  pursuant to a share  purchase  agreement and a
financing  agreement.  The financing agreement requires us to make cash advances
to our  subsidiary  at certain times in the calendar year 2001. We have modified
this  financing  agreement at various times to extend the dates set forth in the
original  agreement.  We last  modified the  definitive  financing  agreement on
September  30, 2001.  Under the terms of these  agreements,  as amended,  if our
subsidiary  has cumulative  cash revenues of $390,000 on June 30, 2002,  Brad W.
Rudover may exercise an option to acquire 98 shares of our  subsidiary's  common
stock (which  constitutes 49% of the  outstanding  stock of our subsidiary) at a
price of one dollar per share on or before July 15, 2002.

In addition, if on June 30, 2002, our subsidiary has cumulative cash revenues of
$390,000  and we fail to make an  advance  of  $100,000  by July 15,  2002,  Mr.
Rudover has been granted the option to purchase in aggregate,  all of the issued
and  outstanding  shares of our subsidiary for  approximately  $200 on or before
August 2, 2002.

We do not expect that Mr.  Rudover will be able to exercise these options at the
present  time  as  we  do  not  expect  that  our   subsidiary   will  have  the
contractually-required  level of cash  reserves on hand on the  relevant  dates.
However,  we cannot  assure  you that this will be the case and it is  possible,
however remote, that Mr. Rudover could exercise his options.

Our business development will occur primarily in the subsidiary in our effort to
develop  entertainment  software and our website. For the foreseeable future, we
anticipate  that  we  will  build  most  of the  value  of our  business  in our
subsidiary. If we fail to meet our obligations under the financing agreement and
Mr. Rudover exercises his option to



                                      -15-
<PAGE>

reacquire our subsidiary from us, we will lose our only operating subsidiary and
it would be unlikely that we could continue as a going concern.

Our anticipated budget to fund our plan of operations for the next twelve months
may prove to be inaccurate.

We currently  anticipate that we will incur the following expenses over the next
twelve month period for the fiscal year ending  September 30, 2002:  $50,000 for
accounting and legal fees, $60,000 for consulting fees, $4,000 for marketing and
advertising  expenses,  $11,050  for website  development  and $8,000 for office
expenses,  rent and telephone  expenses.  These  expenses total $133,050 for the
twelve month period  ending  September 30, 2002. We cannot assure you that these
budgeted  expenses are  reasonable or accurate in light of the unknown risks and
delays that are likely to face our company.  Any  deviation  from our budget for
our plan of  operations  is  likely  to have a  material  adverse  effect on our
current plans and anticipated results of operations.

Sweepstakes  regulations  may limit our ability to conduct  sweepstakes or limit
the ability of users to  participate in our game show that could have a material
adverse effect on our business.

The sweepstakes  industry is subject to extensive regulation on the local, state
and national  levels,  regardless of whether  promotions are conducted online or
offline.  We intend to  complete a review of  applicable  law to  structure  our
EasyTrivia  game to  comply  with  applicable  law and to  obtain  licenses  and
applicable regulatory approval related to our game and website. We do not intend
to undertake this review until we obtain  sufficient  financing to complete this
review. We estimate that the initial  regulatory review will cost  approximately
$5,000.  There can be no assurance  that the cost of such review and  compliance
with applicable regulations will not materially exceed such estimates.

Congress  and many  state  attorneys  general  and  legislatures  recently  have
announced  regulatory  initiatives  aimed  at the  sweepstakes  industry  and at
promotional websites. The publicity generated by these initiatives may adversely
affect  demand  for our  services.  Our  inability  to  comply  with  applicable
sweepstakes  regulations  may have a material  adverse  affect on our  business,
results of operations and financial condition.  Additionally,  the Internet is a
new medium for sweepstakes, and it is difficult to predict how existing laws and
regulations will be interpreted. See "Business--Government  Regulation and Legal
Uncertainties."

We will face  competition  from numerous  Internet  entertainment  sites and our
competitors  include  companies with established  websites with substantial user
traffic and substantially greater resources than us.

We will compete with other Internet  entertainment  websites and may not achieve
the  customer  base  necessary  to become  profitable.  Our future  revenues and
profits, if any,



                                      -16-
<PAGE>

will depend upon the widespread  acceptance and use of the Internet as a form of
entertainment.

Sufficient  numbers of Internet users may not choose to visit our website and we
may not  attain  the user base  that will be  necessary  to  attract  sufficient
advertising  and  sponsorship  of our EasyTrivia  Game Show and website.  We may
never  obtain  sufficient  numbers  of  contestants  or  visitors  necessary  to
establish a customer base to be  commercially  successful.  We must  establish a
customer   base  in  order  to  sell   advertising,   information,   promotional
sponsorships and we must develop a strong customer following in order to license
our trivia game  technologies  to others.  Even if the use of the  Internet  and
other  electronic  media  continues  to  increase,  the  online  game  show  and
entertainment  industry may fail to show  development  or growth.  These varying
factors may also adversely affect how other websites view our software and there
may be no interest in using the software that our subsidiary  intends to develop
should  these or other  events  occur.  There can be no  guarantee  that we will
successfully market and promote our software and website.

Certain of our competitors, including Iwon.com, LuckySurf.com, FreeLotto.com and
Uproar.com have developed large and functional  websites.  Our competitors  have
greater  Internet traffic and greater  financial  backing and resources than us.
These  companies  now have and may continue to have better access to capital and
financial means than we do.

Many of our  potential  competitors  have  longer  operating  histories,  larger
customer or user bases,  greater brand  recognition  and  significantly  greater
financial, marketing and other resources than we currently possess. In addition,
other entertainment  Internet businesses may be acquired by, receive investments
from,   or   enter   into   other   commercial   relationships   with,   larger,
well-established  and  well-financed  companies as use of the Internet and other
electronic  services  increases.  Competitors  have  and may  continue  to adopt
aggressive   promotional  and  prize  policies  and  devote  substantially  more
resources to website and systems development than us. Increased  competition may
result in our inability to generate  commercially  profitable  operating margins
and market share.

Our  reliance on  advertising  as a source of revenue may place our  business at
risk.

Companies  engaged  in  the  business  of  offering  Internet   sweepstakes  and
entertainment  websites have been adversely  affected by an  industry-wide  slow
down that has affected  technology  and  Internet-based  business since the last
half of  2000.  This  slow  down  accelerated  through  2001.  The  considerable
slow-down  in the  U.S.  domestic  and  world  economies  occurring  in 2001 has
affected  Internet-based  businesses.  During our fourth  fiscal  quarter  ended
September 30, 2001, there was a remarkable  decline in the growth and popularity
of Internet-based  businesses.  We do not believe that this decline has reversed
or  that  the  economy  has  improved  since  September  30,  2001.  Some of our
competitors  have  closed  their  operations  for reasons  ranging  from lack of
investment  capital,  equipment  failures,  and failure to  generate  sufficient
revenues  from  advertising.   Furthermore,   business  models  that  depend  on
advertising  revenues have been adversely affected by market downturns in recent
months. Advertising may not prove to be a



                                      -17-
<PAGE>

method that can reliably  generate  revenues  that are greater than our business
expenses for extended periods of time.

Government regulation of the Internet could adversely affect our profitability.

Existing or future legislation could limit growth in use of the Internet,  which
would curtail our revenue growth.  Any new regulation of Internet commerce could
damage our business,  affect the  profitability and perhaps the viability of our
business  plan,  and cause the price of our common stock to decline.  Regulation
could prove to be burdensome,  and impose  significant  additional  costs on our
business or subject it to  additional  liabilities.  Regulation is likely in the
areas of user privacy, content, entertainment gaming restrictions and quality of
services.  Laws and regulations  applying to the  solicitation,  collection,  or
processing of personal or consumer  information  could limit our activities.  In
addition,  any  regulation  imposing  fees for  Internet  use could  result in a
decline in the use of the Internet and the viability of Internet commerce, which
could have a material adverse effect on our business, results of operations, and
financial condition.

We cannot be certain that our  attempts,  or those of our  consumers,  to comply
with laws and  regulations in this area are or will be deemed  sufficient by the
appropriate regulatory agencies.  Enforcement actions by any of these regulatory
agencies can result in civil and criminal  penalties,  an  injunction to stop or
modify certain marketing methods, seizure of our assets.

We cannot  promise  that we will be able to comply  with any  existing or future
laws, regulations, interpretations or applications without incurring significant
costs or adjusting our business model.

New taxation could adversely affect our profitability.

The United  States or other  local or foreign  jurisdictions  may seek to impose
sales  tax  collection  obligations  on us for our  advertising  sales  over the
Internet. If one or more states or any foreign country successfully asserts that
we should collect sales tax or other taxes on advertising  dollars  generated or
on cash  prizes,  it could  prevent  our  business  from  growing  or expose our
business and operations to unanticipated liabilities.  Taxation of Internet use,
or other charges imposed by government agencies or by private  organizations for
accessing the Internet, may also be imposed on us without our consent or action.
Customers may not be willing to pay the higher prices  necessitated by a tax, or
may choose to purchase  products  from a company that is not subject to the tax.
Any  taxation  could  cause  us a loss  of  customers  and  would  diminish  the
likelihood of achieving our goal to become profitable.

We may experience capacity  constraints and system development delays that could
damage our customer relations or inhibit our possible growth.

Our success and ability to provide both an  interesting  website  that  attracts
users and high quality  customer  service  largely  depends on the efficient and
uninterrupted  operation  of our computer and  communications  systems.  We also
intend to rely on the computers and



                                      -18-
<PAGE>

communication systems of third party vendors to operate our website. Our success
also depends upon our own abilities and our vendors' abilities to rapidly expand
network infrastructure without any systems interruptions in order to accommodate
any significant increases in use of our service.

We entered into an  agreement  with Binary  Environment  of  Vancouver,  British
Columbia to host our server and  maintain a  connection  to the internet so that
our  web  site  will  be  accessible  to the  public.  We  believe  that  Binary
Environment will be able to provide us with the appropriate services to allow us
to operate our website and our game software. However, we cannot assure you that
this will be the case.

We may have an equipment  failure that will contribute to a loss of connectivity
which may, in turn, result in our website being  inaccessible to Internet users.
We are now and will be for the  foreseeable  future,  largely  dependent  on the
technical facilities of third parties. Any disruption or failures by our vendors
will  adversely  affect  our  business,   operations,  and  attendant  financial
condition.

Our ability to adapt our management  systems and controls  quickly may depend on
the availability of certain employees or contractors.

We expect that many of our software  systems and our vendors'  software  systems
may be  custom-developed  and that our vendors and we may rely on employees  and
certain  third-party  contractors  to develop and  maintain  these  systems.  If
certain of these employees or contractors become unavailable, our vendors and we
may  experience   difficulty  in  improving  and   maintaining   these  systems.
Furthermore,  we expect that we and our  vendors may  continue to be required to
manage multiple  relationships with various software and equipment vendors whose
technologies may not be compatible,  as well as  relationships  with other third
parties to maintain and enhance their  technology  infrastructures.  Our failure
and our vendors' failure to achieve or maintain high capacity data  transmission
and  security  without  system  downtime  and  to  achieve  improvements  in our
respective  transaction  processing  systems  and network  infrastructure  could
adversely affect our business and results of operations.

Our  commercial  viability  will  depend,  at least in part,  on our  ability to
successfully  develop our EasyTrivia  Game Show and website and to  successfully
attract  and  retain  users  with   demographic   characteristics   valuable  to
advertisers.

Our  commercial  viability  will  depend,  at least in part,  on our  ability to
develop and  commercialize  our EasyTrivia Game Show and website and our ability
to  successfully  attract  and  retain  users with  demographic  characteristics
valuable to the various advertisers and advertising  agencies.  We cannot assure
you that our  products and services  will be  attractive  enough to a sufficient
number of  Internet  users to generate  advertising  revenues or that we will be
able to  anticipate,  monitor  and  successfully  respond  to  rapidly  changing
consumer tastes and preferences so as to attract a sufficient number of users to
our website  within the  demographics  desirable  to potential  advertisers  and
advertising agencies.



                                      -19-
<PAGE>

Internet users can freely navigate and instantly  switch among a large number of
Internet  sites,  many of which offer  competitive  entertainment  products  and
services,  making it difficult for us to distinguish  our product  offerings and
attract  users.  In addition,  many other  Internet  sites offer very  specific,
highly  targeted  single  interest event media that may have greater appeal than
the general trivia  entertainment that will be offered on our website. If we are
unable to develop  original and  compelling  Internet-based  entertainment  in a
manner that allows us to attract,  retain and expand a loyal user-base  targeted
by  advertisers  and  advertising  agencies,  then we will be unable to generate
sufficient  advertising or subscription  revenues,  and our business,  financial
condition and operating results will be materially adversely affected.

Our  ability  to  generate   revenues  will,  at  least  in  part,  depend  upon
advertisers'  acceptance of the Internet as an  advertising  medium and upon the
use of the Internet by consumers.

Use of the  Internet by consumers  is at a very early stage of  development  and
market  acceptance of the Internet as a medium for  information,  entertainment,
commerce and advertising is subject to a high level of  uncertainty.  We believe
that  our  success  depends,  at  least in part,  upon  our  ability  to  obtain
significant  revenues  from our  Internet  operations,  which will  require  the
development and acceptance of the Internet as an advertising  medium. We believe
that most advertisers and advertising  agencies have limited experience with the
Internet  as an  advertising  medium and  neither  advertisers  nor  advertising
agencies  have devoted a  significant  portion of their  advertising  budgets to
Internet-related  advertising  to date. In order for us to generate  advertising
revenues,  advertisers and  advertising  agencies must direct a portion of their
budgets to the Internet as a whole, and  specifically to our website.  There can
be no assurance that advertisers or advertising  agencies will be persuaded,  or
able,  to  allocate  or  continue  to  allocate  portions  of their  budgets  to
Internet-based  advertising,  or if so  persuaded  or able,  that they will find
Internet-based  advertising to be more effective than advertising in traditional
media such as television, print or radio, or in any event decide to advertise on
our Internet sites. Moreover, we cannot assure you that the Internet advertising
market will develop as an attractive and sustainable medium that we will achieve
market  acceptance  of our  products  or that we  will  be able to  execute  our
business strategy successfully.

Acceptance of the Internet among advertisers and advertising  agencies will also
depend  on the  level of use of the  Internet  by  consumers,  which  is  highly
uncertain,  and on the  acceptance  of the  alternative  new model of conducting
business and exchanging  information presented by the Internet.  Advertisers and
advertising  agencies that have  invested  resources in  traditional  methods of
advertising  may be reluctant  to modify  their media  buying  behavior or their
systems and  infrastructure to use Internet based advertising.  Furthermore,  no
standards to measure the  effectiveness  of Internet based  advertising have yet
gained widespread acceptance,  and we cannot assure you that such standards will
be  adopted or  adopted  broadly  enough to  support  widespread  acceptance  of
Internet-based advertising. If Internet-based advertising is not widely accepted
by advertisers and advertising agencies,  our business,  financial condition and
operating



                                      -20-
<PAGE>

results  will  be  materially  adversely  affected  and  we  may  cease  to be a
commercially viable enterprise.

Investment Related Risks

Our common stock has no prior trading market, no market may exist for our common
stock and prices may decline after the offering.

There is no public  market for our common  stock and no  assurance  can be given
that a market will  develop or that any  shareholder  will be able to  liquidate
his, her, or its investment without  considerable delay, if at all. If a trading
market should develop,  the trading market price of our common stock may decline
below the offering price and the price may be highly volatile.  In addition,  an
active  public  market for our common stock may never  develop or be  sustained.
Factors  such as those  discussed  in this  "Risk  Factors"  section  may have a
significant  impact on the market price of our common stock. If our stock trades
at a low price,  many brokerage firms may not be willing to effect  transactions
in shares of our common stock under any circumstance.  Even if a purchaser finds
a broker willing to effect a transaction in our common stock, the combination of
brokerage commissions, state transfer taxes (if any) and other selling costs may
exceed the selling price. Furthermore, many lending institutions will not permit
the use of our common stock as  collateral  for loans.  Thus, a purchaser may be
unable to sell or otherwise realize the value invested in our common stock.

Investors may face  significant  restrictions  on the resale of our common stock
due to state blue-sky laws.

There  currently is no secondary  market for our common stock and we are not yet
listed on the  Over-the-Counter  Bulletin Board (the so-called  "OTCBB").  Also,
because shares of our common stock have not been registered for resale under the
blue sky laws of any state,  the holders of shares and those persons desiring to
purchase them in any trading  market that may develop in the future  (whether on
the OTCBB or some other exchange)  should be aware that there may be significant
state  blue sky law  restrictions  on the  ability of  investors  to sell and on
purchasers to buy our securities.  Each state has its own securities laws, often
called "blue sky laws," which limit sales of stock to a state's residents unless
the  stock is  registered  in that  state or  qualifies  for an  exemption  from
registration, and such laws govern the reporting requirements for broker-dealers
and stock brokers doing business  directly or indirectly in the state.  Before a
security is sold in a state,  there must be a registration in place to cover the
transaction  and  the  broker  must  be  registered  in  that  state,  or in the
alternative,   the  offer  and  sale  of  the  security   must  be  exempt  from
registration.  We do not  presently  know  whether our stock will be  registered
under the laws of any states.  A determination  regarding  registration  will be
made by the broker-dealers,  if any, who agree to serve as the market makers for
our common stock.

Accordingly, investors should consider the secondary market for our common stock
to be a limited one.  Investors  may be unable to resell  their  holdings of our
common stock, or



                                      -21-
<PAGE>

may be unable to resell it without the significant expense of state registration
or qualification.

Investors may face  significant  restrictions  on the resale of our common stock
due to federal penny stock regulations.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate  "penny  stocks."  These rules include  Rules  3a51-1,  15g-1,
15g-2,  15g-3,  15g-4,  15g-5, 15g-6 and 15g-7 under the Securities and Exchange
Act of 1934, as amended.  Because our common stock may constitute  "penny stock"
within  the  meaning of the rules,  the rules  would  apply to us and any of our
shares of common  stock.  The rules may further  affect the ability of owners of
our common  shares to sell their  securities  in any market that may develop for
them.  There may be a limited  market for penny  stocks,  due to the  regulatory
burdens on broker-dealers. The market among dealers may not be active. Investors
in penny  stock often are unable to sell stock back to the dealer that sold them
the stock.  The mark ups or  commissions  charged by the  broker-dealers  may be
greater  than any profit a seller may make.  Because  of large  dealer  spreads,
investors may be unable to sell the stock  immediately back to the dealer at the
same price the dealer sold the stock to the investor.  In some cases,  the stock
may fall quickly in value.  Investors  may be unable to reap any profit from any
sale of the stock, if they can sell it at all.

Shareholders  should be aware that,  according  to the  Securities  and Exchange
Commission  Release No.  34-29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

     -    control of the market for the security by one or a few  broker-dealers
          that are often related to the promoter or issuer;

     -    manipulation of prices through  prearranged  matching of purchases and
          sales and false and misleading press releases;

     -    "boiler  room"  practices  involving  high-pressure  sales tactics and
          unrealistic price projections by inexperienced sales persons;

     -    excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and

     -    the  wholesale  dumping  of  the  same  securities  by  promoters  and
          broker-dealers  after prices have been manipulated to a desired level,
          along with the  inevitable  collapse of those  prices with  consequent
          investor losses.

You should not place undue  reliance on  forward-looking  statements as they are
inherently uncertain.

This  annual  report on Form 10-KSB  contains  forward-looking  statements  that
involve risks and uncertainties  which you should not place undue reliance upon.
We use words



                                      -22-
<PAGE>

such as "anticipates,"  "believes,"  "plans," "expects," "future," "intends" and
similar expressions to identify these  forward-looking  statements.  Prospective
investors  should not place undue reliance on  forward-looking  statements.  Our
actual  results  could  differ   materially  from  those  anticipated  in  these
forward-looking  statements  for many reasons,  including the risks faced by our
company described in "Risk Factors" and elsewhere in this report.


ITEM 2.  DESCRIPTION OF PROPERTY.

We currently  maintain  limited office space,  occupied by our director and sole
shareholder Ms. Zennie Morris,  for which we pay no rent. Our principal business
address is 92 Welk Lane, Windward Road, Providenciales,  Turks & Caicos Islands,
British West Indies and our telephone number at that location is 649-941-3667.

Our subsidiary currently rents executive services at Suite 400 - 107 at 114 West
Magnolia Street,  Bellingham,  Washington  98225. See "Description of Business."
The  phone  number  for  our  subsidiary's   business  suite  in  Bellingham  is
360-392-2807.

We do not anticipate  investing in real estate or interests in real estate, real
estate mortgages or securities of or interests in persons  primarily  engaged in
real estate activities.  We currently have no formal investment policy and we do
not  intend to  undertake  investments  in  securities  as a part of our  normal
operations.

ITEM 3.  LEGAL PROCEEDINGS

None.

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

No matters were submitted to a vote of our common shareholders during the fourth
quarter of the fiscal year ended September 30, 2001.

Our last  annual  meeting  was  undertaken  by virtue  of a written  shareholder
consent action  executed by Ms. Zennie Morris  effective as of February 8, 2001.
At that time, Ms. Morris  constituted our sole shareholder.  The record date and
the meeting date for the annual meeting of our  shareholders for the fiscal year
commenced  October  1,  2001  and  ending  September  30,  2002 has not yet been
determined.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There currently is no public market for our common stock and our common stock is
not listed on any exchange. We are attempting to obtain a listing for our common
stock on the Over-the-Counter  Bulletin Board. Even if we obtain such a listing,
the OTCBB  constitutes  a  limited  and  sporadic  trading  market  and does not
constitute an "established  trading  market." See "Risk Factors - An established
public trading market for our securities does not exist."



                                      -23-
<PAGE>

We  registered  5,000,000  of our  common  shares  for  sale  on a  registration
statement  on Form  SB-2  which  we  filed  with  the  Securities  and  Exchange
Commission and which was declared effective on May 15, 2001. We offered and sold
all of these shares at a per share price of $0.10 for gross proceeds of $500,000
in a direct  public  offering  which we closed on August 13, 2001. We issued the
share  certificates to our shareholders  purchasing  common stock in the initial
public offering on October 22, 2001.

We have 41 shareholders of record as of December 19, 2001.

We have not paid dividends on our common stock since our inception. Dividends on
common stock are within the discretion of the Board of Directors and are payable
from profits or capital  legally  available for that purpose.  It is our current
policy to retain any future earnings to finance the operations and growth of our
business. Accordingly, we do not anticipate paying any dividends on common stock
in the foreseeable future.

Recent Sales of Unregistered Securities

Since our inception on September 1, 2000, we have sold the following securities:

     o    On September  15, 2000,  Ms.  Zennie  Morris,  our  President  and the
          principal  founder of our company,  acquired  1,000,000  shares of our
          common  stock  at a  price  of  $0.01  in a  transaction  exempt  from
          registration  pursuant to Section  4(2) and  pursuant to  Regulation S
          promulgated under the Securities Act of 1933, as amended.

Our Registered Offering

We registered 5,000,000 shares of our common stock for sale at a per share price
of $0.10 under a registration statement on Form SB-2 that was declared effective
by the  Securities  and Exchange  Commission  on May 15,  2001.  The file number
assigned  by the  Securities  and  Exchange  Commission  for  this  registration
statement was Registration No. 333-56936.

Our executive  officers conducted the offering of our 5,000,000 common shares on
a self-directed  basis and did not engage any underwriters or  broker/dealers in
connection  with our offering.  We closed our offering on August 13, 2001 having
sold all of the shares that we had registered.

Use of Proceeds from Our Registered Offering

In our registration  statement on Form SB-2 that was declared  effective May 15,
2001,  we  stated  that the net  proceeds  to our  company  from the sale of the
5,000,000  shares of our common  stock at an  offering  price per share of $0.10
were estimated to be $423,375.  We arrived at this figure after deducting $1,000
in anticipated printing costs, $75,000 in anticipated legal and accounting costs
and $625 in anticipated  organizational  costs from an  anticipated  $500,000 in
gross proceeds.



                                      -24-
<PAGE>

At the  conclusion  of our  offering  of common  stock on Form SB-2,  we in fact
realized net proceeds of $419,175 after deducting $200 in actual printing costs,
$80,000 in actual legal and accounting  costs and $625 in actual  organizational
costs. We realized gross proceeds of $500,000.

We used the proceeds from our registered public offering as follows:

     o    Effective  September  4, 2001,  we made a payment of  $111,500  to the
          Lindlay  Equity Fund to retire the note held by the fund.  Ms.  Zennie
          Morris,   our   President,   in  her  capacity  as  a  Senior   Client
          Administrator,  acts as an executive  officer of Temple Trust  Company
          Ltd., a trust company in the Turks & Caicos Islands.  The Temple Trust
          Company is the trustee of the Lindlay  Equity Fund.  We do not believe
          that our  payment to the  Lindlay  Equity  Fund  constituted  either a
          direct or indirect payment to our officer and director, Ms. Morris.

     o    Effective  June 7, 2001 and  September  4, 2001,  we made a payment of
          $25,000 on each of these dates to Ms.  Zennie  Morris in  repayment of
          the two promissory  notes held by Ms. Morris that we issued on October
          24, 2000 and January 12, 2001,  each in the  principal  face amount of
          $25,000.

     o    We made  payments of $10,000 each to our  subsidiary on March 2, 2001,
          June 7, 2001 and September 5, 2001 to allow our  subsidiary to develop
          our website and entertainment  software.  These payments were tendered
          pursuant  to our  obligation  to our  subsidiary  under the  financing
          agreement  that we entered into with our  subsidiary  dated October 5,
          2000.

     o    We made several distinct payments totaling $22,500 in aggregate to our
          three directors for consulting services rendered.

     o    We made several  payments to several  different  professional  service
          providers  totaling $22,012 in aggregate for accounting and legal fees
          incurred in connection with the Form SB2.

As of  December  1,  2001,  we had  approximately  $151,634  on hand as  working
capital,  which sum entirely  represents  those  remaining net proceeds from our
registered  offering.  We maintain this working  capital in our  corporate  bank
accounts at the Bank N.T. Butterfield & Son Limited and the Bank of Montreal.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

General Overview

We are a Nevada corporation in the development stage, having been organized only
on September 1, 2000.  On  September  30, 2001,  we brought to a close our first
full fiscal year.



                                      -25-
<PAGE>

We are in the process of developing  our business and have no material  revenues
from our operations. We have one wholly owned subsidiary, EasyTrivia.com., Inc.,
a Washington corporation which maintains an office in Bellingham, Washington and
which is currently developing the EasyTrivia website and the EasyTrivia software
in British Columbia, Canada.

Our business  strategy is to license our EasyTrivia  Game Show software to small
to medium-sized  Internet-based  business who may be interested in adding trivia
and entertainment functionality to their website operations. Please see "Item 1.
Business of Issuer -- General  Overview"  and "Item 1. Business of Issuer -- Our
EasyTrivia Game Show Concept."

The following discussion and analysis explains our results of operations for the
twelve month fiscal period ended September 30, 2001 and our financial condition.
You should  review  our  discussion  and  analysis  of  financial  condition  in
conjunction  with our financial  statements  and the related  notes,  as well as
statements   contained  in  the  Company's  previous   Securities  and  Exchange
Commission filings.

The audited consolidated financial statements for the twelve month fiscal period
ended  September 30, 2001,  have been prepared in accordance  with United States
generally accepted accounting principles.


Fiscal  Year  Ended  September  30,  2001,  Compared  to the  Fiscal  Year Ended
September 30, 2000

Results of Operations

Revenues.  As with our fiscal year ending  September  30, 2000,  we generated no
material  revenue from sales during the fiscal quarter ended September 30, 2001.
We  instead  focused  our  efforts  on the  development  of our web site and our
software during the fiscal year ended September 30, 2001. We generated  revenues
of $0 in our fiscal year ended  September 30, 2000 versus revenues of $80 in our
fiscal year ended  September 30, 2001. All revenues  obtained  during the fiscal
year ended September 30, 2001 are attributable to revenue from advertising.

We have had no active  sales  force from our  inception  through  our first full
fiscal year ended September 30, 2001.

We were formed on September  1, 2000 and our first  fiscal year ended  September
30, 2000.  Consequently,  we caution  placing undue  reliance on our  historical
comparative analysis.

Expenses.  We incurred  expenses in the aggregate of $234,221  during the fiscal
year ended  September  30,  2001,  compared  with  expenses in the  aggregate of
$16,588 during the fiscal year ended September 30, 2000 (inception  September 1,
2000 to  September  30,  2000).  These  expenses  related  primarily  to ongoing
operations  of our  subsidiary,  costs  related to  consolidating  our  business
development operations in British Columbia, Canada, costs incurred preparing our
registration



                                      -26-
<PAGE>

statement on Form SB-2,  costs incurred  preparing our first two filings on Form
10-QSB  for the  fiscal  quarters  ended  March  31,  2001 and  June  30,  2001,
respectively,  costs  incurred  registering  our shares for sale in the state of
Nevada,  and  general  operating  costs  (interest  expense,   office  expenses,
amortization of goodwill and foreign exchange loss).

We incurred  professional  and consulting  fees in the amount of $207,982 during
the fiscal year ended  September  30, 2001,  compared  with  $16,500  during the
fiscal year ended September 30, 2000  (inception  September 1, 2000 to September
30, 2000).  These  professional  fees included legal,  accounting and consulting
fees, which we have incurred since our inception.

During the fiscal  year ended  September,  2001,  we  incurred  expenses  in the
aggregate of $234,221. Our expenses for the fiscal year ended September 30, 2001
increased by $217,633  compared to the aggregate amount of expenses  incurred in
our first fiscal year ended  September 30, 2000, due to the fact that our fiscal
year ended September 30, 2000 was a partial year as we were formed  September 1,
2000. We believe that our expenses  increased in the fiscal year ended September
30, 2001,  because we focused primarily on website and software  development and
because we incurred legal, accounting and related expenses made necessary by the
preparation  and filing of our  registration  statement on Form SB-2. We believe
most of these expenses constituted non-reoccurring expenses.

Commencing on September 15, 2000, Blair Mills, our Secretary,  Treasurer and one
of our  directors,  and Zennie  Morris,  our President and one of our directors,
have each received a monthly  consulting and  management fee of $1,500.  Brad W.
Rudover,  a director,  receives a monthly consulting fees of $1,500 for services
rendered in connection with our website development.

We incurred  other  expenses  during the fiscal year ended  September  30, 2001,
including: interest and bank charges of $13,154, office expenses of $9,301 and a
foreign exchange loss of $616.

We  anticipate  that our  operating  and  administrative  expenses will increase
during the first two fiscal  quarters  ending  December  31,  2001 and March 31,
2002, respectively,  as we expand our operations,  increase our advertising, and
focus on licensing the EasyTrivia software.

Net loss: We had a net loss of $234,141 for the fiscal year ended  September 30,
2001,  compared to a net loss of $16,588 for the fiscal year ended September 30,
2000 (September 1, 2000 to September 30, 2000).

Our losses  are  anticipated  to  increase  during our next two fiscal  quarters
because our operating and administrative  expenses are expected to increase at a
rate faster than our revenues from advertising or other services.

Loss per share:  We  experienced  a loss per share of $0.10 for the fiscal  year
ended  September 30, 2001,  compared to a loss per share of $0.02 for our fiscal
year ended September 30, 2000 (September 1, 2000 to September 30, 2000).



                                      -27-
<PAGE>

We had 1,000,000  common shares  outstanding at September 30, 2001,  compared to
6,000,000 shares outstanding at September 30, 2001.

Plan of Operation

Summary

We are a development  stage company and the fiscal year ended September 30, 2001
was  primarily  devoted to strategic  planning,  business  development,  website
development,  the  preparation  and  filing of  amendments  to our  registration
statement on Form SB-2 and  preparation and filing of our reports on Form 10-QSB
for the second quarter ended March 31, 2001 and the third quarter ended June 30,
2001.

We believe that our operating  expenses will increase as we develop our business
and  technologies  relating to our EasyTrivia Game Show and our website.  We are
primarily  focused  on  developing  our  website  and our  Internet  sweepstakes
technology.  In our first fiscal quarter ending December 31, 2001 and our second
fiscal  quarter  ending March 31, 2002, we intend to focus on  implementing  our
strategy to develop  revenues from  licensing  agreements.  We  anticipate  that
during  our  fiscal  quarter  ending   December  31,  2001,  our  web  site  and
entertainment  software will be completed and ready to be licensed. See "Item 1.
Business of Issuer -- Licensing" and Item 1. Business of Issuer -- Competition."

We intend to create a superior trivia application that will allow us to generate
significant  revenue  through license  agreements  with licensees.  If we obtain
revenues  from  licensing  we intend to  continue  to allocate a majority of our
working capital towards the ongoing development of our software application.

Our primary  focus will be to obtain  licensing  arrangements  with  prospective
licensees and our secondary focus will be on obtaining advertising revenues from
our website.

We  believe  that  we  need  to  obtain   licensing   agreements   with  outside
organizations in order to generate revenues and cash flow.

We intend to  continue  to develop our  Internet  entertainment  software in our
first fiscal quarter ending  December 31, 2001 and we intend to begin  licensing
our software in the fiscal quarter ending March 30, 2002.

We believe that by creating a superior  software  application and by creating an
attractive website we will be able to attract unique visitors to our website and
therefore generate advertising revenues.

Because  we were  successful  in placing  all of the shares of our common  stock
registered under our registration  statement on Form SB-2 declared effective May
15, 2001, we believe that we will have sufficient working capital to satisfy our
cash  requirements  through the fiscal year ending September 30, 2002. We do not
expect that we will hire



                                      -28-
<PAGE>

employees  in the  near  term.  Instead,  we  presently  intend  to rely on paid
consultants on a case-by-case basis.

Capital Requirements

We anticipate  that the following  expenditures  are required to fully implement
our business  plan and to meet our  financial  obligations  during our next full
fiscal year ending September 30, 2002:

<TABLE>
                                                              PERIOD
                                                              ------
                                                       Fiscal Quarter Ended:
                                     ---------------------------------------------------------------
             DESCRIPTION             December 31,      March 31,       June 30,       September 30,
                                        2001             2002            2002               2002
----------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>               <C>              <C>
Accounting and legal expenses:         $10,000         $10,000           $10,000          $20,000

Consulting fees:                       $15,000         $15,000           $15,000          $15,000

Office and administration:              $2,000          $2,000            $2,000           $2,000

Website and software enhancement:       $6,100          $1,000            $1,000           $1,000

Hardware purchase:                        $700              $0                $0               $0

Server Hosting and Bandwidth:             $350            $300              $300             $300

Marketing:                              $1,000          $1,000            $1,000           $1,000
                                     ---------------------------------------------------------------
Totals:                                $35,150         $29,300           $29,300          $39,300
</TABLE>


Going Concern

We are in the  extreme  early  stages  of  development  and  could  fail  before
implementing our business strategy.  We are a "start-up" venture that will incur
net losses for the foreseeable future. Since our inception through September 30,
2000,  we  incurred  net losses of  $16,588.  Since our  inception  through  the
thirteen  month period ended  September 30, 2001, we have incurred net losses of
$250,729.  We  incurred  a net loss of  $58,097  for the  fiscal  quarter  ended
September 30, 2001. We incurred a net loss for the fiscal quarter ended June 30,
2001 of $29,606.  Our net loss for the fiscal  quarter ended March 31, 2001, was
$54,712. We anticipate incurring net losses for the foreseeable future.



                                      -29-
<PAGE>

Liquidity and Capital Resources

During the fiscal  year ended  September  30,  2001 we raised  $500,000 in gross
proceeds  by  selling  5,000,000  common  shares  at  $0.10  per  share  under a
registration statement on Form SB-2.

We had cash or cash  equivalents of $213,266 and working  capital of $172,624 at
September 30, 2001 compared to cash or cash equivalents of $59,132 and a working
capital  deficiency on a proforma  basis of $54,386 at September 30, 2000. As of
September 30, 2001, we had accounts  payable and accrued  expenses in the amount
of $41,392 and notes  payable of $0. We believe  that the fiscal  year-to-fiscal
year  improvement in our cash position and the reduction of our working  capital
deficiency for the fiscal year ended September 30, 2001, can be accounted for by
the fact that we were able to sell  5,000,000  common  shares at $0.10 per share
under our  registration  statement on Form SB-2 declared  effective May 15, 2001
throughout our fiscal year ended  September 30, 2001. We paid three  outstanding
promissory  notes in the aggregate  principal face amount of $150,000 during the
fourth fiscal quarter ended September 30, 2001 from our offering proceeds.

For the fiscal year ended  September  30, 2001, we had total assets of $270,663,
compared  to, on a pro forma  basis,  combined  total assets of $106,930 for the
fiscal  year ended  September  30,  2000.  The figure of $270,663  represents  a
significant  increase in total  assets when  compared  with our total  assets of
$106,930 for the fiscal year ended  September 30, 2000.  Again,  we believe this
improved  position  is due to the sale of our  5,000,000  common  shares  in our
registered offering on Form SB-2.

Product Research and Development

We expect to have our software testing completed on or around December 31, 2001.
We have  engaged  Sage  Internet  Solutions to complete our software and we have
been researching  potential  licensees for our software.  We intend to begin our
attempts to license our software sometime after January 1, 2002.

Over the fiscal  year  ending  September  30,  2002 and  through the next twelve
calendar  months  from the date of this  annual  report we  anticipate  that our
primary business development focus will be to license the EasyTrivia software to
as many web sites as  possible.  We  believe  that we will be  dependent  on the
acceptance of the EasyTrivia software by these  website-based  businesses and we
believe  that our future  success is likely to be  dependent  on our  ability to
negotiate and execute  contractual  licensing  agreements with these prospective
licensees. See "Item 1. Business of Issuer -- Licensing."

Through the fiscal  quarter  ending  December 31,  2001,  we intend to focus our
efforts  on the  development  and  testing  of our  software  and  our  website.
Thereafter,  we may seek out strategic  partnerships  and  technology  licensing
opportunities on a more active basis. However, we presently have no intention to
employ a software sales force.



                                      -30-
<PAGE>

We believe that the our success will be directly related to and will be impacted
by the  receptivity of other  Internet-based  businesses to our EasyTrivia  Game
Show software and our entertainment portal.

We intend to convince other  businesses to enter into licensing  agreements with
us for the use of our entertainment  software in order to generate revenues. Our
success  will also be tied to our ability to generate  advertising  revenues and
thus our revenues  growth may, at least in part, be dependent upon the amount of
viewer traffic our website can generate.

Personnel

For the fiscal year ended September 30, 2001, we had no full-time  personnel and
we operated primarily through the use of paid consultants including our officers
and  directors.  Our directors  currently  perform  consulting  services for our
benefit and are paid a monthly  fee. We do not intend to alter this  arrangement
in the foreseeable future.

We do not currently  maintain key man life  insurance on any of our directors or
executive officers.

Stock Option Plan and Stock Options

We have not yet adopted a stock option plan and from our  inception  through the
fiscal year ended  September 30, 2001, our Board of Directors  approved no stock
option grants.

As of December 19, 2001,  we had no stock option grants  outstanding  other than
that option held by Mr. Brad W. Rudover on the capital stock of our  subsidiary.
Please see "Part I. Item I. -- Risk Factors."

Inflation

Our results of operations  have not been  affected by inflation  and  management
does not expect inflation to have a significant  effect on our operations in the
future.

Outlook

Initial Financing

Our  business  activities  and  operations  have been funded to date through the
issuance  of three  promissory  notes  and  through  the sale  and  issuance  of
5,000,000  common  shares of our common  stock.  See "Item 6.  Market for Common
Equity  and  Related   Stockholder  Matters  --  Recent  Sales  of  Unregistered
Securities."

Financing Required for the Next 12 Months

As of December 19, 2001, we anticipate that our working capital is sufficient to
satisfy our cash  requirements  through  approximately  September  30, 2002.  We
anticipate that we



                                      -31-
<PAGE>

will  properly  budget our  operations  so that we will not be required to raise
additional  financing  prior  to the end of our  fourth  fiscal  quarter  ending
September 30, 2002, in order to continue as a going concern.

We are not now in the process of raising additional capital.

There can be no assurance that we will be able to obtain additional financing in
a timely  manner or on acceptable  terms,  if at all. Any ability to raise funds
when and as needed will likely have an adverse  affect on our  business  and our
ability to compete  effectively.  We cannot  assure you that we will  successful
launch  our  EasyTrivia  Game Show or that we will ever be able to  successfully
compete against established competitors.

Quantitative and Qualitative Disclosures About Market Risks

Our  financial  results  are  quantified  in U.S.  dollars and a majority of our
obligations and expenditures with respect to our operations are incurred in U.S.
dollars. Although we do not believe we currently have any materially significant
market risks relating to our operations  resulting from foreign  exchange rates,
if we  enter  into  financing  or other  business  arrangements  denominated  in
currency other than the U.S.  dollar or the Canadian  dollar,  variations in the
exchange  rate may give rise to  foreign  exchange  gains or losses  that may be
significant.

We  currently  have  no  material  long-term  debt  obligations.  We do not  use
financial  instruments  for  trading  purposes  and we are  not a  party  to any
leverage  derivatives.  In the  event we  experience  substantial  growth in the
future,  our business and results of operations  may be  materially  effected by
changes in interest  rates and certain  other  credit risk  associated  with its
operations.

Plant Facilities

We do not own any plant facilities.

ITEM 7.  FINANCIAL STATEMENTS

Reference is made to the financial  statements,  the reports thereon,  the notes
thereto,  and supplementary data commencing at page F-1 of this annual report on
Form  10-KSB,  which  financial  statements,   reports,   notes,  and  data  are
incorporated herein by reference.

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

KPMG Ltd. was previously the principal  independent  accountant for our company.
On November 16, 2000, that firm resigned. Peterson Sullivan P.L.L.C. of Seattle,
Washington  was  engaged  as  our  principal  independent  accountant  effective
December  21, 2000.  The  decision to change  accountants  was  recommended  and
approved by our board of directors.



                                      -32-
<PAGE>

In connection with KPMG's engagement to act as our principal accountant to audit
the financial statements of the Company for the period ended September 30, 2000,
there were no disagreements with KPMG on any matter of accounting  principles or
practices,  financial  statement  disclosure,  or auditing  scope or procedures,
which  disagreements  if not  resolved to their  satisfaction  would likely have
caused them to make reference to the subject matter of the disagreement,  in any
subsequent opinion on the financial statements.

The Peterson  Sullivan firm has not resigned or declined to stand for reelection
since December 21, 2000.  There have been no  disagreements  between the Company
and its  independent  accountant  on any  manner  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure.

PART III

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

All of our directors are elected  annually by our  shareholders  and hold office
until the next annual general meeting of shareholders or until their  successors
are duly  elected  and  qualified,  unless  they  sooner  resign  or cease to be
directors in accordance with our Articles and Bylaws.

We held an annual meeting by written consent action on February 8, 2001, wherein
our current directors were elected to serve for terms of one year or until their
replacements  are duly elected by our  shareholders.  We have not determined the
date of our annual general stockholder meeting for 2002.

Our Board of Directors  met on February 8, 2001 and  appointed Ms. Zennie Morris
our president and Mr. Blair Mills our  Secretary  and  Treasurer.  Our executive
officers are appointed by and serve at the pleasure of our Board of Directors.

As of December 17, 2001,  the following  persons were our only directors and our
only officers:

<TABLE>

Name and present office held:                  Age:         Director Since:           Officer Since:
-----------------------------                  ----         ---------------           --------------
<S>                                            <C>          <C>                       <C>
Zennie Morris, President, Director             32           September 1, 2000         September 15, 2000
Blair Mills, Secretary, Treasurer, Director    36           September 1, 2000         September 15, 2000
Brad W. Rudover, Director                      24           October  5, 2000          -
</TABLE>

We  currently  have  no  employees.  The  following  constitutes  certain  brief
biographical information on each of the officers, directors and listed above:

Ms.  Zennie  Morris:  Zennie  Morris has been a director  of our  company  since
September 1, 2000 and has been our  President  since  September  15,  2000.  Ms.
Morris is the founder of our company and was formerly our sole shareholder.  For
the last ten years, Ms. Morris has worked as a Senior Client  Administrator  for
Temple Trust Company Ltd., a



                                      -33-
<PAGE>

trust  company  in the  Turks & Caicos  Islands.  Ms.  Morris  also  serves as a
director and  secretary of SI Worldwide  Ltd. and  Desarrollo  Ltd, both private
corporations.  Ms. Morris devotes a minimum of ten working hours per week on her
duties for our company and she intends to increase  her time  commitment  to our
company to approximately  twenty to thirty hours per week as additional  working
capital is secured by our company.

Ms. Zennie Morris, in her capacity as a Senior Client Administrator,  acts as an
executive  officer of Temple Trust  Company Ltd., a trust company in the Turks &
Caicos  Islands.  The Temple Trust Company is the trustee of the Lindlay  Equity
Fund. The Lindlay  Equity Fund is a party to a promissory  note with us that has
been repaid.

Blair Mills:  Blair Mills has been a director of our company since  September 1,
2000.  Mr. Mills has served as our Secretary and Treasurer  since  September 15,
2000.  Mr.  Mills is a Chartered  Accountant  in Canada and a  Certified  Public
Accountant in the United States.  Mr. Mills also has a background in finance and
as an entrepreneur. Mr. Mills is formerly an affiliate of Orgin.tv, Inc., and is
presently a director of  Internetfuel.com,  Inc.,  where he also serves as Chief
Financial  Officer.  Internetfuel.com,  Inc. is an  incubator  company  based in
California that is currently working to develop six internet-related businesses.
Additionally,  Mr.  Mills  is  the  chief  financial  officer  of  both  Alchemy
Communications Inc. and Streammagic,  Inc. These companies are private companies
dedicated to providing Internet and e-commerce business solutions. Mr. Mills has
served as an  independent  consultant to small  businesses  and emerging  growth
companies for the past twelve years. Mr. Mills currently  dedicates between 5-12
working  hours per week on duties for our company and he intends to increase his
time  commitment to our company as additional  working capital is secured by our
company.

Brad W.  Rudover:  Brad W.  Rudover  has been a director  of our  company  since
October 5, 2000. Mr. Rudover is the sole director and officer of our subsidiary,
EasyTrivia.com.,  Inc. Mr. Rudover  co-created our website and business concept,
and he is the co-founder of our subsidiary.  He became a director of our company
when we purchased our subsidiary on October 5, 2000.  Mr.  Rudover  operates his
own  computer  consulting  business.  Mr.  Rudover  graduated  from Ferris State
University  in  Michigan  with a Bachelor  of Science  Degree in Small  Business
Management.  Mr.  Rudover  currently  dedicates  between  twenty-five  to thirty
working hours per week on duties for our company.

Members of our Board of Directors are elected by our shareholders.  Our Board of
Directors meets  periodically  through  teleconferencing  to review  significant
developments  affecting  our  company  and  to act on  matters  requiring  Board
approval.  Although the Board of Directors  delegates many matters to others, it
reserves certain powers and functions to itself.

We have formed an audit  committee to review the scope,  cost and results of the
independent audit of our books and records, the results of the annual audit with
management and the adequacy of our accounting, financial and operating controls;
to recommend annually to the Board of Directors the selection of the independent
auditors;  to consider proposals made by the Registrant's  independent  auditors
for consulting work;



                                      -34-
<PAGE>

and to report to the Board of Directors, when so requested, on any accounting or
financial matters.

None of our  directors or executive  officers is a party to any  arrangement  or
understanding with any other person pursuant to which states he was elected as a
director or officer.

None of our directors or executive officers has any family relationship with any
other officer or director.

None of our  officers or directors  has been  involved in the past five years in
any of the following:

     o    bankruptcy proceedings;

     o    subject to criminal proceedings or convicted of a criminal act;

     o    subject to any order, judgment or decree entered by any court limiting
          in any way his or her involvement in any type of business,  securities
          or banking activities; or

     o    subject to any order for violation of federal or state securities laws
          or commodities laws.


Section 16(a) Beneficial Ownership Reporting Compliance

Federal  securities laws require the Company's  directors and executive officers
and persons who own more than 10% of the Company's common stock to file with the
Securities and Exchange  Commission  initial reports of ownership and reports of
changes in ownership of any securities of the Company.

To the Company's knowledge all of the Company's  directors,  executive officers,
and  greater-than-10%  beneficial  owners made all required  filings on a timely
basis for the fiscal year ended September 30, 2001.

ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table

The table below shows,  for the last fiscal year  recently  ended  September 30,
2001  compensation  paid to each  executive  officer  serving at the fiscal year
ended  September 30, 2001.  For the fiscal year ended  September  30, 2001,  the
Company had two executive officers,  each of whom received minimal  compensation
under certain  consulting  agreements.  The  compensation  information for these
individuals is set forth below. We refer to all of our executive officers listed
below as the "Named Executive Officers."



                                      -35-
<PAGE>

The following  table sets forth  compensation  information for our fiscal period
ended September 30, 2001 for our Named Executive Officers:

<TABLE>
                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                                                                                  All Other
    Name and        Fiscal Year ended                                            Long Term       Compensation
    Principal      September 31, 2001              Compensation                Compensation          ($)
    Position
                                        -----------------------------------   ----------------
                                          Salary      Bonus      Other          Securities
                                            ($)        ($)       Annual        Under Options
                                                              Compensation(1)       (#)
                                                                  ($)
--------------------------------------------------------------------------------------------------------------
<S>                <C>                   <C>          <C>      <C>              <C>                <C>
Ms. Zennie         September 30, 2001     $18,000      Nil        Nil               Nil              Nil
Morris,
President

Mr. Blair          September 30, 2001     $18,000      Nil        Nil               Nil              Nil
Mills,
Secretary/
Treasurer
-----------------
</TABLE>

(1)  These  figures  represent  compensation  paid to Ms.  Morris and Mr.  Mills
     pursuant to consulting  agreements that are memorialized in meeting minutes
     of the board of  directors  of the  company  for  September  15, 2000 which
     provide for monthly  compensation  of $1,500 for each of Ms. Morris and Mr.
     Mills.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth,  as of the  date  of  this  prospectus,  our
outstanding  common  stock  owned of record or  beneficially  by each  Executive
Officer and Director and by each person who owned of record,  or was known by us
to own beneficially,  more than 5% of our common stock. The following table also
sets forth the shareholdings of all Executive Officers and Directors as a group.
Each person set forth below has sole voting and investment power with respect to
the shares shown.



                                      -36-
<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------
Title of Class          Name and Address of                     Amount and Nature of       Percentage of
                        Beneficial Owner                        Beneficial Ownership       Class
------------------------------------------------------------------------------------------------------------
<S>                     <C>                                      <C>                        <C>
Common Shares           Zennie Morris                                 1,000,000                16.67%
                        President and Director,
                        92 Welk Lane, Windward Road
                        Providenciales, Turks & Caicos
                        Islands, B.W.I.

Common Shares           Officers and Directors as a Group:            1,000,000                16.67%
------------------------------------------------------------------------------------------------------------
Common Shares           Jampass Investment Corp.                        940,000                15.67%
                        3081 3rd Avenue
                        Whitehorse, Yukon
                        Y1A 4Z7

Common Shares           Eriko Hotta                                     836,000                13.93%
                        688-6 Ishikawa
                        Fujisawa City, Kanagawa
                        Japan 252-0815

Common Shares           Ashbourne International Corporation             540,000                 9.00%
                        Suite 3, The Henville Building
                        Prince Charles Street
                        Charlestown, Nevis
                        West Indies

Common Shares           Sunpac Capital Corp.                            540,000                 9.00%
                        1175 Potter Greens Drive
                        Edmonton, Alberta
                        T5T 5Y6

Common Shares           NB Consultants Ltd.                             525,000                 8.75%
                        Box 599, Suite 3, Caribbean Place
                        Providenciales
                        Turks & Caicos Islands
                        British West Indies

Common Shares           Pagosa Industries Ltd.                          520,000                 8.67%
                        Temple Financial Centre
                        P.O. Box 62
                        Leeward Highway
                        Providenciales
                        Turks & Caicos Islands
                        British West Indies

Common Shares           KET Investments Ltd.                            500,000                 8.33%
                        3081 Third Avenue
                        Whitehorse, Yukon
                        Y1A 4Z7
</TABLE>


We may in the future adopt a stock option plan.  Should we adopt such a plan, we
may grant stock options to our officers and directors.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We issued a $100,000  promissory  note to Lindlay  Equity  Fund that bears a 12%
annual  interest rate that  contains a demand  feature  exercisable  on or after
September 15, 2001. Under the terms of a letter of acknowledgement  from Lindlay
dated  March 7, 2001,  Lindlay  agreed not to demand  payment on the note before
September 15, 2001.


                                      -37-
<PAGE>

Ms. Zennie Morris, in her capacity as a Senior Client Administrator,  acts as an
executive  officer of Temple Trust  Company Ltd., a trust company in the Turks &
Caicos  Islands  that is the trustee of the  Lindlay  Equity  Fund.  The Lindlay
Equity Fund note was repaid in its entirety on September 4, 2001.

Except as set forth  below,  no  director,  executive  officer  or  nominee  for
election as a director of our  company,  and no owner of five percent or more of
our outstanding  shares or any member of their immediate family has entered into
or proposed any transaction in which the amount involved exceeds $10,000.

Ms.  Zennie  Morris,  President and founder of our company,  acquired  1,000,000
shares of our common stock at a price of $0.01 per share on September 15, 2000.

On October 5, 2000, our subsidiary entered into a written  consulting  agreement
with Mr. Rudover for consulting services,  with a term of one year and a monthly
consulting fee of $1,500 per month plus any out of pocket  expenses  incurred in
connection with such consulting services.

Effective  September  15, 2000,  we agreed to pay Mr. Blair Mills and Ms. Zennie
Morris a monthly consulting and management fee of $1,500.

On October 24, 2000,  Ms. Zennie  Morris loaned us $25,000,  and we issued her a
promissory note,  without  interest,  which was due on or before April 24, 2001.
The proceeds of the note were used to facilitate  the payment of  organizational
expenses. We repaid this note in its entirety on September 4, 2001.

Mr. Rudover and Mr. Snejdar obtained an option on our subsidiary's  common stock
pursuant to our financing  agreement with our  subsidiary.  On October 27, 2000,
Mr. Snejdar assigned all of his right,  title and interest in his options on our
subsidiary's  common stock to Mr. Rudover  pursuant to an assignment and release
agreement. See "Description of Business" and "Risk Factors."

On January 12,  2001,  Ms.  Zennie  Morris  loaned us  $25,000,  and we issued a
promissory note without interest due on or before June 12, 2001. The proceeds of
the note were used for working  capital.  We repaid this note in its entirety on
June 7, 2001.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

   Exhibit Number   Description
   --------------   -----------
       3.1(1)       Articles of Incorporation

       3.2(1)       Articles of Incorporation, as amended

       3.3(1)       First Amended and Restated Bylaws

       4.1(1)       Form of Subscription Agreement

       10.1(1)      Promissory  Note  payable  to Ms.  Zennie  Morris  issued by
                    Second Stage Ventures, Inc. issued October 24, 2000

       10.2(1)      Promissory  Note  payable to Lindlay  Equity  Fund issued by
                    Second Stage Ventures, Inc. on September 15, 2000



                                      -38-
<PAGE>

   Exhibit Number   Description
   --------------   -----------
       10.3(1)      Promissory  Note  payable  to Second  Stage  Ventures,  Inc.
                    issued by EasyTrivia.com., Inc. on September 25, 2000

       10.4(1)      Share Purchase  Agreement dated October 5, 2000 by and among
                    Second Stage Ventures, Inc., EasyTrivia.com.,  Inc., Brad W.
                    Rudover and Brent Snejdar

       10.5(1)      Financing  Agreement  dated  October  5,  2000 by and  among
                    Second Stage Ventures, Inc., EasyTrivia.com.,  Inc., Brad W.
                    Rudover and Brent Snejdar

       10.6(1)      Consulting  Agreement  dated  October 5, 2000 by and between
                    EasyTrivia.com., Inc., and Brent Snejdar

       10.7(1)      Consulting  Agreement  dated  October 5, 2000 by and between
                    EasyTrivia.com., Inc., and Brad W. Rudover

       10.8(1)      Assignment and Release  Agreement  dated October 27, 2000 by
                    and between Brad W. Rudover and Brent Snejdar

       10.9(1)      Website development contract between  EasyTrivia.com.,  Inc.
                    and Niche Enterprises dated July 24, 2000

      10.10(1)      Promissory  Note  payable  to Ms.  Zennie  Morris  issued by
                    Second Stage Ventures, Inc. on January 12, 2001.

      10.11(1)      Modification Agreement dated January 19, 2001 by and between
                    Brad W.  Rudover,  EasyTrivia.com.,  Inc.,  and Second Stage
                    Ventures Inc.

      10.12(1)      Modification  Agreement  dated  February  16,  2001  by  and
                    between Brad W. Rudover,  EasyTrivia.com.,  Inc., and Second
                    Stage Ventures Inc.

      10.13(1)      Penny Web Inc. Terms and Conditions.

      10.14(1)      Click Agents Corp. Banner Placement Rules.

      10.15(1)      Lindlay Equity Fund Letter of March 7, 2001.

        10.16       Memorandum  of  Engagement  by and between  EasyTrivia.com.,
                    Inc., and Sage Internet Solutions Ltd. dated July 2, 2001

        10.17       Modification  Agreement  dated  September  30,  2001  by and
                    between Brad W. Rudover,  EasyTrivia.com.,  Inc., and Second
                    Stage Ventures Inc.

       16.1(1)      Letter on Change of Certifying Accountant

       21.1(1)      Subsidiaries of the Registrant.
--------------------
(1)  Previously filed as an exhibit to the registrant's  registration  statement
     on Form  SB-2 on  March  12,  2001  as  amended  May  10,  2001  (File  No.
     333-56936).


(b)  Reports on Form 8-K

     None.



                                      -39-
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.

SECOND STAGE VENTURES, INC.
---------------------------
(Registrant)


Signature                    Title                             Date
---------                    -----                             ----


                             President and Director            December 20, 2001
/s/ Zennie Morris            (Principal Executive Officer)
------------------------
Zennie Morris



/s/ Blair Mills              Treasurer, Secretary and          December 19, 2001
------------------------     Director (Principal Financial
Blair Mills                  Officer  and Accounting Officer)



/s/ Brad W. Rudover          Director                          December 19, 2001
------------------------
Brad W. Rudover











                                      -40-
<PAGE>


                           SECOND STAGE VENTURES, INC.

                          (A Development Stage Company)


                              FINANCIAL STATEMENTS

                                 C O N T E N T S


                                                                     Page
                                                                     ----

INDEPENDENT AUDITORS' REPORT .........................................F-1

FINANCIAL STATEMENTS

    Consolidated balance sheet .......................................F-2
    Consolidated statements of operations ............................F-3
    Consolidated statements of shareholders' equity ..................F-4
    Consolidated statements of cash flows ............................F-5
    Notes to financial statements .............................F-6 - F-12




<PAGE>



                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
  and Stockholders
Second Stage Ventures, Inc.



We have  audited the  accompanying  consolidated  balance  sheet of Second Stage
Ventures,  Inc. and Subsidiary (a development stage company) as of September 30,
2001,  and the related  consolidated  statements  of  operations,  stockholders'
equity, and cash flows for the year ended September 30, 2001, and for the period
from  September 1, 2000 (date of inception)  to September 30, 2000,  and for the
period from September 1, 2000 to September 30, 2001. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position of Second Stage
Ventures,  Inc. and Subsidiary (a development stage company) as of September 30,
2001, and the consolidated  results of their operations and their cash flows for
the  year  then  ended  and for the  period  from  September  1,  2000  (date of
inception) to September 30, 2000,  and for the period from  September 1, 2000 to
September 30, 2001, in conformity with accounting  principles generally accepted
in the United States.




/s/ Peterson Sullivan PLLC
Peterson Sullivan PLLC
Seattle, Washington
November 27, 2001



                                       F-1

<PAGE>

                   SECOND STAGE VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                               September 30, 2001



             ASSETS

Current Assets
    Cash                                                         $   213,266
    Prepaid expense                                                      750
                                                                 ------------
             Total current assets                                    214,016

Furniture and Equipment                                                  677
Software and Web Site Development Costs                               43,290
Goodwill, net                                                         12,680
                                                                 ------------
                                                                 $   270,663
                                                                 ============

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable and accrued expenses                        $    41,392

Stockholders' Equity
    Common stock, $.01 par value; 50,000,000 shares
       authorized, 1,000,000 shares issued and outstanding            10,000
    Common stock issuable                                             50,000
    Additional paid-in capital                                       420,000
    Deficit accumulated during the development stage                (250,729)
                                                                 ------------
                                                                     229,271
                                                                 ------------
                                                                 $   270,663
                                                                 ============


                        See Notes to Financial Statements


                                       F-2


<PAGE>

                   SECOND STAGE VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Year Ended September 30, 2001, for the Period
       from September 1, 2000 (Date of Inception) to September 30, 2000,
         and for the Period from September 1, 2000 to September 30, 2001


<TABLE>
                                                                                        Cumulative
                                                                                        During the
                                                                                        Development
                                                     2001               2000                Stage
                                               --------------      --------------     ----------------
<S>                                            <C>                  <C>               <C>
Revenue                                        $          80        $         -       $          80

General and administrative expenses
    Professional fees                                207,982             16,500             224,482
    Interest and bank charges                         13,154                 88              13,242
    Office expense                                     9,301                                  9,301
    Amortization                                       3,168                                  3,168
    Foreign exchange loss                                616                                    616
                                               --------------      --------------     ----------------
                                                     234,221             16,588             250,809
                                               --------------      --------------     ----------------
             Net loss                          $    (234,141)      $    (16,588)      $    (250,729)
                                               ==============      ==============     ================
Basic and diluted net loss per common
    share                                      $      (0.10)       $     (0.02)       $       (0.11)
                                               ==============      ==============     ================

</TABLE>



                        See Notes to Financial Statements


                                       F-3


<PAGE>


                   SECOND STAGE VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Year Ended September 30, 2001, for the Period
       from September 1, 2000 (Date of Inception) to September 30, 2000,
         and for the Period from September 1, 2000 to September 30, 2001



<TABLE>
                                                                                                      Deficit
                                    Common Stock          Common Stock Issuable                     Accumulated
                               ----------------------    -----------------------     Additional      During the
                                                                                      Paid-In       Development
                                Shares       Amount        Shares       Amount        Capital           Stage        Total
                              ----------   ----------    ----------    ---------    ------------    ------------   ----------
<S>                           <C>          <C>           <C>           <C>        <C>               <C>           <C>
 Issuance of common stock,
    September 2000            1,000,000    $  10,000             -     $      -    $         -       $        -    $  10,000

Net loss for 2000                                                                                       (16,588)     (16,588)
                              ----------   ----------    ----------    ---------    ------------    ------------   ----------

Balance, September 30, 2000   1,000,000       10,000                                                    (16,588)      (6,588)

Common stock issuable:
  Cash received in
    May 2001                                             1,315,000       13,150         110,460                      123,610
  Cash received in
    June 2001                                            2,520,000       25,200         211,680                      236,880
  Cash received in
    July 2001                                              323,000        3,230          27,132                       30,362
  Cash received in
    August 2001                                            842,000        8,420          70,728                       79,148

Net loss for 2001                                                                                      (234,141)    (234,141)
                              ----------   ----------    ----------    ---------    ------------    ------------   ----------

Balance, September 30, 2001   1,000,000    $  10,000     5,000,000     $ 50,000     $   420,000     $  (250,729)   $ 229,271
                              ==========   ==========    ==========    =========    ============    =============  ==========
</TABLE>


                        See Notes to Financial Statements



                                       F-4
<PAGE>

                   SECOND STAGE VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Year Ended September 30, 2001, for the Period
       from September 1, 2000 (Date of Inception) to September 30, 2000,
         and for the Period from September 1, 2000 to September 30, 2001



<TABLE>
                                                                                                           Cumulative
                                                                                                           During the
                                                                                                           Development
                                                                    2001                 2000                 Stage
                                                               -------------       -------------          -------------
<S>                                                             <C>                  <C>                   <C>
Cash Flows From Operating Activities
    Net loss                                                    $  (234,141)         $  (16,588)           $  (250,729)
    Adjustments to reconcile net loss to net cash used in
       operating activities
       Amortization                                                   3,168                                      3,168
    Change in operating assets and liabilities, net of
       effects from purchase of subsidiary
       Increase in prepaid expenses                                    (750)                                      (750)
       Increase in accounts payable and accrued expenses             27,874              11,500                 39,374
                                                               -------------       -------------          -------------
             Net cash used in operating activities                 (203,849)             (5,088)              (208,937)

Cash Flows From Investing Activities
    Purchase of subsidiary                                             (200)                                      (200)
    Purchase of furniture and equipment                                (677)                                      (677)
    Web site development costs                                      (11,340)                                   (11,340)
    Cash acquired in purchase of subsidiary                          14,420                                     14,420
    Advance to subsidiary                                                               (60,000)               (60,000)
                                                               -------------       -------------          -------------
             Net cash flows provided by (used in)
                investing activities                                  2,203             (60,000)               (57,797

Cash Flows From Financing Activities
    Borrowings under note payable, related party                                        100,000                100,000
    Repayment under note payable, related party                    (100,000)                                  (100,000)
    Proceeds from issuance of common stock                                               10,000                 10,000
    Net proceeds from common stock issuable                         470,000                                    470,000
                                                               -------------       -------------          -------------
             Net cash flows provided by financing
                activities                                          370,000             110,000                480,000
                                                               -------------       -------------          -------------
             Net increase in cash                                   168,354              44,912                213,266

Cash, beginning of period                                            44,912
                                                               -------------       -------------          -------------
Cash, end of period                                            $    213,266           $  44,912           $    213,266
                                                               =============       =============          =============
Cash paid for interest                                         $     11,500           $       -           $     11,500
                                                               =============       =============          =============
</TABLE>

                        See Notes to Financial Statements



                                       F-5

<PAGE>

                          NOTES TO FINANCIAL STATEMENTS



Note 1.  The Company and Summary of Significant Accounting Policies

The Company
-----------

Second Stage Ventures,  Inc. ("the Company"),  a development stage company,  was
incorporated  under the laws of the State of Nevada on  September  1,  2000.  In
October 2000,  the company  purchased 100% of the  outstanding  shares of common
stock of  EasyTrivia.com,  Inc. (a Development  Stage  Company)  ("EasyTrivia").
EasyTrivia  is  involved  in the  development  of  internet-based  entertainment
websites  that feature a trivia game show format.  EasyTrivia  plans to generate
revenues by selling advertising and sponsorships on its website and by licensing
its game show format to other websites.

As indicated in the accompanying financial statements, the Company's accumulated
deficit  during the  development  stage  totaled  $250,729  for the period  from
September 1, 2000 (date of  inception)  to September  30, 2001.  The Company has
financed this deficit through loans and the proceeds from stock sales.

The Company's  successful  attainment  of profitable  operations is dependent on
future  events,   including  obtaining   additional  financing  to  fulfill  its
development activities (see Note 7).

Basis of Presentation
---------------------

The consolidated  financial  statements  include the accounts of the Company and
its subsidiary.  Significant  intercompany  accounts and transactions  have been
eliminated.

Cash and Cash Equivalents
-------------------------

Cash and cash  equivalents  include  highly  liquid  investments  with  original
maturities  of three months or less and are  generally  interest  bearing.  Cash
balances may exceed the federally insured limits.

Taxes on Income
---------------

Deferred income taxes are provided based on the estimated  future tax effects of
temporary  differences  between financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and for net operating loss
carryforwards.



                                       F-6
<PAGE>


Note 1.  (Continued)

Deferred tax assets and  liabilities  are measured  using enacted tax rates that
are  expected to apply to taxable  income in the years in which those  temporary
differences  and  carryforwards  are expected to be  recovered  or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized in income in the period that includes the enactment date. A valuation
allowance is  established  when  necessary to reduce  deferred tax assets to the
amount expected to be realized.

Acquisition of a Company
------------------------

On October 5, 2000, the Company  acquired all of the 200 issued and  outstanding
common shares of EasyTrivia for cash of $200 in a business combination accounted
for as a purchase.  EasyTrivia was a  privately-held  development  stage company
involved in the  development  of the internet web site  described  later in this
footnote.  The results of  EasyTrivia's  operations  have been included in these
financial  statements  since the date of  acquisition.  In connection  with this
acquisition,  the Company  recorded  $15,848 of goodwill.  Goodwill is amortized
over five years.  Accumulated amortization of goodwill as of September 30, 2001,
was $3,168.

The following  unaudited  proforma  consolidated  results of operations  for the
period  ended  September  30,  2000,  is  presented  as if  the  acquisition  of
EasyTrivia had been made at July 11, 2000 (date of inception of EasyTrivia):

         Net sales                                      $         -
         Net loss                                       $   (32,951)
         Basic and diluted loss per share               $     (0.03)

Since the results of EasyTrivia's  operations were consolidated with the Company
for 2001,  no proforma  information  is  presented  in this Note.  The  proforma
consolidated  results  of  operations  include  adjustments  to give  effect  to
amortization  of  goodwill.  Earnings  per share is  adjusted  to give effect to
additional shares issued in the acquisition.

Furniture and Equipment
-----------------------

Furniture  and  equipment  are  stated  at  cost  and  are  depreciated  using a
straight-line method over the estimated useful life ranging from 3 to 5 years.



                                       F-7

<PAGE>


Note 1.  (Continued)

Software and Web Site Development Costs
---------------------------------------

The costs of computer  software  developed or obtained for internal use,  during
the  preliminary  project  phase,  as defined  under  Statement of Position 98-1
"Accounting  for the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal  Use," are  expensed as  incurred.  The costs of web site  development,
during the planning  stage, as defined under Emerging Issues Task Force No. 00-2
"Accounting for Web Site Development Costs," are expensed as incurred.  Computer
software and web site  development  costs incurred  during the  application  and
infrastructure  development stage,  including external direct costs of materials
and services consumed in developing the software, creating graphics and web site
content,  payroll,  and interest  costs,  are capitalized and amortized over the
estimated  useful life,  beginning  when the software is ready for use and after
all substantial testing is completed and the web site is operational.

The Company has incurred  capitalizable software development costs of $43,290 as
of September 30, 2001.

Costs incurred when the web site and related software are in the operating stage
will be expensed as incurred.

Revenue
-------

Revenue from web site  advertising  and  sponsorships  will be  recognized  when
earned as acknowledged by the internet  advertising  companies.  The Company may
license the software it is developing. Revenue recognition policies for software
licensing will be established  when the software is ready for licensing and when
the terms of such licenses are established.

Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of
---------------------------------------------------------------------------

The Company accounts for long-lived  assets in accordance with the provisions of
Statement of Financial  Accounting  Standards ("SFAS") No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
Of." Long-lived assets,  including intangible assets, are reviewed on an ongoing
basis for impairment  based on comparison of carrying  value against  forecasted
undiscounted  future  cash  flows.  Cash flow  forecasts  are based on trends of
historical  performance and management's estimate of future performance,  giving
consideration to existing and anticipated  competitive and economic  conditions.
If an impairment is  identified,  the carrying  amount of the impaired  asset is
adjusted to fair value. No such adjustments were required during the period.



                                       F-8

<PAGE>

Note 1.  (Continued)

Earnings per Share
------------------

Basic  earnings  per share is computed by dividing  income  available  to common
shareholders by the weighted average number of common shares  outstanding in the
period.  Diluted  earnings  per share  takes into  consideration  common  shares
outstanding  (computed under basic earnings per share) and potentially  dilutive
securities.  There were no  dilutive  securities  outstanding  during the period
September 1, 2000 to September 30, 2001.  During the year,  cash was received by
the Company  for common  shares that were  issued  subsequent  to year end.  For
purposes of earnings per share computations,  these shares have been included as
outstanding  as of the date the proceeds  were received by the Company (see Note
2). The weighted average number of shares outstanding was 2,391,858 for the year
ended  September  30,  2001,  1,000,000  for the  period  September  1,  2000 to
September  30,  2000,  and  2,286,147  for  the  period  cumulative  during  the
development stage.

Estimates
---------

The  preparation of these  financial  statements in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
these  financial  statements  and the reported  amounts of revenues and expenses
during the period. Actual results could differ from these estimates.

Comprehensive Income
--------------------

The  Company  had no  elements  of  comprehensive  income  for the  period  from
September 1, 2000 to September 30, 2001.

New Accounting Standards
------------------------

Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments  and Hedging  Activities"  ("FAS 133") will be effective for periods
beginning  after June 15, 2000.  FAS 133 requires  that  entities  recognize all
derivatives  as either  assets or  liabilities  in the balance sheet and measure
those instruments at fair value provided certain conditions are met. The Company
does not currently have derivative  instruments or engage in hedging  activities
so there would be no affect on its consolidated financial statements.



                                       F-9

<PAGE>

Note 1.  (Continued)

In June 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
141 ("SFAS  141"),  "Business  Combinations,"  and SFAS No.  142  ("SFAS  142"),
"Goodwill  and Other  Intangible  Assets."  These  statements  require  that the
purchase  method of accounting be used for all business  combinations  initiated
after June 30, 2001,  and prohibits  the pooling of interest  method and changes
the accounting for goodwill from an  amortization  method to an  impairment-only
approach. We are required to adopt the new method of accounting for goodwill and
other  intangible  assets on October 1, 2002.  The new method of accounting  for
goodwill  and  other  intangible  assets  applies  to all  existing  and  future
unamortized  balances at the time of adoption.  As part of the adoption of these
standards,  we must  reassess the useful  lives of our  goodwill and  intangible
assets  and  perform  impairment  tests.  We are  currently  in the  process  of
performing  these steps but have not yet  determined the impact of this standard
on our future goodwill and other intangible assets amortization expense.



Note 2.  Capital Stock

The issuance of 5,000,000 shares of common stock was authorized  during the year
ended  September 30, 2001,  and paid for in cash during the year,  but the stock
was not issued until after the fiscal year end, in October 2001. For purposes of
earnings per share computations,  those shares have been treated as being issued
and outstanding in these financial statements on the dates the proceeds from the
sale of the shares were received by the Company.  The proceeds from the sales of
shares  amounting to $470,000 net of $30,000 in stock issuance costs,  have been
recorded as common  stock  issuable at the par value of the shares  issued ($.01
per share) with the excess recorded as additional paid-in capital.



Note 3.  Accounts Payable and Accrued Expenses

Included in  accounts  payable  and  accrued  expenses is $9,000 for  consulting
services  due to two  individuals,  one director and one officer of the Company.
The corresponding  expense was included in professional fees in the statement of
operations.






                                      F-10

<PAGE>

Note 4.  Income Taxes

The Company is liable for income taxes in the United States. As of September 30,
2001,  the  Company  did not  have any  income  for  income  tax  purposes  and,
therefore,  no tax  liability  or expense has been  recorded in these  financial
statements.

The Company has net  operating  loss  carryforwards  at September  30, 2001,  of
approximately $240,000 available to reduce future taxable income. The difference
between the tax loss carryforward and the Company's  financial  statement losses
is due to differences in amortization  rates on goodwill.  The tax losses expire
in years 2020 and 2021.

The deferred tax assets associated with the net operating loss carryforwards are
approximately  $70,000 for 2001 and $1,000 for 2000.  The Company has provided a
full valuation  allowance against the deferred tax assets because the use of the
net operating loss carryforwards cannot be reasonably assured.



Note 5.  Note Payable, Related Party

A 12% note was repaid in 2001,  including  interest of  $11,500,  to the Lindlay
Equity Fund, a related party. The Lindlay Equity Fund is a related party because
a  shareholder  of the  Company is a senior  client  administrator  of the trust
company that acts as the trustee of the Lindlay Equity Fund.



Note 6.  Consulting Agreement

On October 5, 2000,  EasyTrivia  entered  into a Consulting  Agreement  with the
former  shareholder  ("the  Consultant")  of EasyTrivia.  Under the terms of the
Consulting  Agreement,  EasyTrivia engaged the Consultant to provide services to
EasyTrivia.  In return,  the  Consultant  will be paid $1,500 per month plus any
out-of-pocket  expenses actually and properly incurred in providing  services to
EasyTrivia.






                                      F-11

<PAGE>

Note 7.  Going Concern

The Company acquired its sole subsidiary  pursuant to a share purchase agreement
and a financing agreement.  The financing agreement requires the Company to make
cash  advances  to its  subsidiary  at certain  times.  Under the terms of these
agreements,  as amended,  if the  subsidiary  has  cumulative  cash  revenues of
$390,000 on June 30, 2002,  shareholder Brad Rudover (a director of the Company)
may  exercise an option to acquire 98 shares of the  subsidiary's  common  stock
(which  constitutes 49% of the outstanding stock of our subsidiary) on or before
July 16, 2002, at a price of one dollar per share.  In addition,  if on June 30,
2002, the  subsidiary  has cumulative  cash revenues of $390,000 and the Company
fails to make an advance of $100,000 to the  subsidiary  by July 16, 2002,  Brad
Rudover has been granted the option to purchase in aggregate,  all of the issued
and  outstanding  shares of the subsidiary for  approximately  $200 on or before
August 2, 2002.

The Company's business development will occur primarily in the effort to develop
entertainment  software and a website and thus the Company  anticipates  that it
will build most of the value of its business in its  subsidiary.  If the Company
fails to meet its  obligations  under the  financing  agreement and Brad Rudover
exercises his option to reacquire the subsidiary, the Company will lose its only
operating subsidiary and it would be unlikely that the Company could continue as
a going concern.

The  Company's   consolidated   financial  statements  are  prepared  using  the
accounting  principles  generally  accepted in the United States applicable to a
going concern,  which  contemplates the realization of assets and liquidation of
liabilities  in  the  normal  course  of  business.  However,  as  shown  in the
accompanying  consolidated  financial  statements,  the  Company  has  sustained
substantial  losses from operations since inception and has no current source of
revenue.

The consolidated financial statements do not include any adjustments relating to
the   recoverability   and   classification   of  recorded   asset  amounts  and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue in existence.





                                      F-12





<PAGE>


                                INDEX TO EXHIBITS


   Exhibit Number   Description
   --------------   -----------
       3.1(1)       Articles of Incorporation

       3.2(1)       Articles of Incorporation, as amended

       3.3(1)       First Amended and Restated Bylaws

       4.1(1)       Form of Subscription Agreement

       10.1(1)      Promissory  Note  payable  to Ms.  Zennie  Morris  issued by
                    Second Stage Ventures, Inc. issued October 24, 2000

       10.2(1)      Promissory  Note  payable to Lindlay  Equity  Fund issued by
                    Second Stage Ventures, Inc. on September 15, 2000

       10.3(1)      Promissory  Note  payable  to Second  Stage  Ventures,  Inc.
                    issued by EasyTrivia.com., Inc. on September 25, 2000

       10.4(1)      Share Purchase  Agreement dated October 5, 2000 by and among
                    Second Stage Ventures, Inc., EasyTrivia.com.,  Inc., Brad W.
                    Rudover and Brent Snejdar

       10.5(1)      Financing  Agreement  dated  October  5,  2000 by and  among
                    Second Stage Ventures, Inc., EasyTrivia.com.,  Inc., Brad W.
                    Rudover and Brent Snejdar

       10.6(1)      Consulting  Agreement  dated  October 5, 2000 by and between
                    EasyTrivia.com., Inc., and Brent Snejdar

       10.7(1)      Consulting  Agreement  dated  October 5, 2000 by and between
                    EasyTrivia.com., Inc., and Brad W. Rudover

       10.8(1)      Assignment and Release  Agreement  dated October 27, 2000 by
                    and between Brad W. Rudover and Brent Snejdar

       10.9(1)      Website development contract between  EasyTrivia.com.,  Inc.
                    and Niche Enterprises dated July 24, 2000

      10.10(1)      Promissory  Note  payable  to Ms.  Zennie  Morris  issued by
                    Second Stage Ventures, Inc. on January 12, 2001.

      10.11(1)      Modification Agreement dated January 19, 2001 by and between
                    Brad W.  Rudover,  EasyTrivia.com.,  Inc.,  and Second Stage
                    Ventures Inc.

      10.12(1)      Modification  Agreement  dated  February  16,  2001  by  and
                    between Brad W. Rudover,  EasyTrivia.com.,  Inc., and Second
                    Stage Ventures Inc.


<PAGE>

   Exhibit Number   Description
   --------------   -----------
      10.13(1)      Penny Web Inc. Terms and Conditions.

      10.14(1)      Click Agents Corp. Banner Placement Rules.

      10.15(1)      Lindlay Equity Fund Letter of March 7, 2001.

        10.16       Memorandum  of  Engagement  by and between  EasyTrivia.com.,
                    Inc., and Sage Internet Solutions Ltd. dated July 2, 2001

        10.17       Modification  Agreement  dated  September  30,  2001  by and
                    between Brad W. Rudover,  EasyTrivia.com.,  Inc., and Second
                    Stage Ventures Inc.

       16.1(1)      Letter on Change of Certifying Accountant

       21.1(1)      Subsidiaries of the Registrant.
--------------------
(1)  Previously filed as an exhibit to the registrant's  registration  statement
     on Form  SB-2 on  March  12,  2001  as  amended  May  10,  2001  (File  No.
     333-56936).