FORM 10-KSB
                            ________________________
                                  UNITED STATES
                       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, 2002 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:               $ NIL
                                                                   -----

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:  $322,400*
*  Calculated  based  on  the  last  sale price of our common stock at $0.10 per
share  on  August  13,  2001.

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  15,  2002.
 -----------------------

Documents  Incorporated  by  Reference:  None.
                                         -----

<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS


                                                              Page
<S>                                                           <C>
PARTI. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1


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


ITEM 2. DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . .  20


ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . .  20


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS. . . .  20


PARTII . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  20


ITEM 6. PLAN OF OPERATION. . . . . . . . . . . . . . . . . . .  22


ITEM 7. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . .  26


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . .  28


PART III . . . . . . . . . . . . . . . . . . . . . . . . . . .  28


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT . .  28


ITEM 10. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . .  30


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . .  31


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . .  33


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . .  34

ITEM 14. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . .  34
</TABLE>


<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.  Forward looking statements include,
but are not limited to, management's current views with respect to future events
and  are  subject to certain risks, uncertainties and assumptions, including but
not limited to, the Company's ability to generate revenues by licensing its Easy
Trivia  game,  the  Company's  capital and financing requirements, the Company's
ability  to  implement  its  business  strategy, the Company's assessment of the
demand for trivia game entertainment on the Internet, the ability to continue to
develop  and  improve the Easy Trivia game, the estimate of the availability and
cost  of  capital,  management's  assessment  of  general  industry and economic
conditions,  and  other  statements  based  on  the expectations or estimates of
management.  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 inability to
successfully  license  its  Easy  Trivia game during the past twelve months; 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 the
Company's  reports  on  Forms  10-QSB for the fiscal quarters ended December 31,
2001,  March 31, 2002,  June 30, 2002, and in this annual report on Form 10-KSB,
including  specifically  those  sections  entitled  "Risk  Factors" and "Plan of
Operation."  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.


<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  operate  our  business through our wholly owned subsidiary, EasyTrivia.com.,
Inc.,  that  was  incorporated under the laws of the State of Washington on July
11,  2000.  We  acquired  EasyTrivia.com.,  Inc.  in  October  2000. Our primary
business  strategy  is  to  market  our subsidiary's website to several internet
users  with  the expectation that they will register with us and play our trivia
game.  Our subsidiary's URL is http://www.easytrivia.com.  We intend to generate
revenues  by selling advertising on the Easy Trivia website and by licensing our
Easy  Trivia  technology  to  other websites.  Information contained on our Easy
Trivia  website  does  not  constitute  part  of  this  annual  report.

Our  operations  have  been funded to date by the proceeds of our initial public
offering  under  which  we  raised  gross proceeds of $500,000 during our fourth
fiscal  quarter  ended  September 30, 2001.  In connection with the offering, we
filed  a  registration  statement  on Form SB-2 with the Securities and Exchange
Commission  which  was declared effective on May 15, 2001.  We did not raise any
additional  financing  during  the  fiscal  year  ended  September  30,  2002.

Neither  we nor our subsidiary have undertaken or been subject to a voluntary or
involuntary  bankruptcy,  receivership,  or  any  similar  proceeding.

Our  principal  business  office  is  located  at  92  Welk Lane, Windward Road,
Providenciales, Turks & Caicos Islands, British West Indies and our phone number
there  is 649-231-2250.  The office of EasyTrivia.com., Inc. is located at Suite
400  -  107  at  114 West Magnolia Street, Bellingham, Washington 98225, and the
phone  number  there  is  360-392-2807.


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<PAGE>
(b)  BUSINESS  OF  ISSUER

GENERAL  OVERVIEW

We  are  a  development stage company in the process of developing our business.
We  have  generated  no  revenues  from  our  operations  and  have  no material
agreements,  which are expected to allow us to generate any material revenues in
the  near  future,  if  ever.

Our  primary  business  strategy is to market our Easy Trivia website to several
internet users with the expectation that they will register with us and play our
trivia  game.  We  intend  to offer cash prizes as a way to attract new users to
our  website.  Visitors  to  our  Easy Trivia website will be exposed to several
forms  of  advertising  that  are  in-turn  expected to generate revenue for us.

During  fiscal  2002,  we completed the development of our software for our Easy
Trivia  game  with  the expectation of licensing our software to other websites.
We  spent  $1,906  during  our  fiscal year ended September 30, 2002 and $11,340
during  our  fiscal  year  ended  September 30, 2001 on research and development
efforts  related  to  the  development  of  our  Easy  Trivia  game and website.

During fiscal 2002, we attempted to license our software to other companies, but
were  unable to license our software to any licensees.  We believe that a number
of factors adversely affected our ability to license our software, including the
general  downturn  in  the  economy, the decline in advertising expenditures for
internet  advertising,  weakness  in  the  financial  markets  and the terrorist
attacks  of  September  11,  2001.  Despite our limited success in licensing our
software,  we  believe  our  business  model will be successful because our Easy
Trivia  game  provides  entertainment  and the opportunity to win cash prizes to
attract  visitors  and  players  to  our  website.

During the quarter ended June 30, 2002, we completed the development of our Easy
Trivia  website.  Part  of  our  business strategy was to generate revenues from
sponsors and advertisers that seek to market products and services to users that
visit  our  website  and  play  our  game.  We  are concentrating our efforts on
seeking sponsors for our Easy Trivia website.  On October 29, 2002, we signed an
agreement  with  AdDynamix  to provide us with advertising on our website in the
form  of  banner  ads.  We  are  in  the  process  of seeking local companies to
advertise  during  our  Easy Trivia games in our rich media spots.  Once we have
rich  media  ads  in  our  game,  we intend to launch our website by sending out
emails  to  all of our registered users and to email distribution lists provided
to  us  by  associates  of  Brad  W.  Rudover,  a  director  of  the  Company.

We  anticipate  that as our user base grows so will the revenue that we generate
through  sponsorships  and  advertising.  We  do  not  anticipate  that  we will
generate  sufficient  revenues  to  meet our operating expenses during the first
half  of  our  fiscal  year  ending  March  31,  2003,  and  we may not generate
sufficient  revenues  to  meet  our  operating  expenses during the last half of
fiscal  2003 unless we are able to significantly increase traffic to our website
and  enter  into  sponsorship  and  advertising  arrangements.


                                        2
<PAGE>
We  also anticipate that if we are able to demonstrate that our Easy Trivia game
can  successfully  build  website traffic, we will have opportunities to license
our  software  to  other  websites.  We  believe  that the licensing model is an
attractive  method  of  generating  revenue  and  may  become our main source of
revenue  in  the  future.

We  intend  to  continue  to  refine our technology to keep up with the changing
demands  of our users and the constant evolution of the internet, subject to our
ability to generate sufficient revenue or raise additional capital to fund these
efforts.

We intend to offer small cash prizes during our first few games and once we have
a  large  enough  user base we will ask our sponsors to donate products to us so
that  we  can  put those products up as prizes for our users.  We may offer cash
prizes  along  with  sponsor  prizes  because  we believe that cash is what will
attract  most  of  our  users.

OUR  EASYTRIVIA  GAME  SHOW  CONCEPT.

EasyTrivia  was developed to bridge the gap from television to the internet.  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 cash into a game that we anticipate will
be  fun,  entertaining  and  popular.

As part of launching a website for the first time there are several difficulties
involved  due  to  small  operating budgets.  Since we don't have the capital to
spend  on  advertising  we  are  relying  significantly on our email campaign to
attract  users to our website.  In order to attract users to our website we have
to  offer  prizes  that  will  encourage them not only to visit our site, but to
register  and  play  the game as well.  We intend to offer the following prizes.
Gold  Prize:  $100.00,  Silver  Prize:  $50.00,  Bronze  Prize:  $25.00,  Draw
Prize:  $25.00.  We  do not expect there to be a Gold and/or Silver winner every
day  due  to  the  pairing  of  users  and  the difficulty of our questions.  We
guarantee that we will award a minimum of $50 per night through our Bronze Prize
and  our  Draw  Prize.

INDUSTRY  BACKGROUND

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


                                        3
<PAGE>
the  lotto  are  extremely  small, people continue to participate because of the
theory,  "if you don't play you can't win."  Because millions of people may have
this  attitude  at  any one time there is little difficulty in understanding why
sweepstakes websites traditionally draw high user traffic counts. As an example,
Bingo.com is one of the most visited websites on the Internet according to their
corporate  profile  found  at  http://www.bingo.com/corporate/.  This particular
website  draws users by offering entertainment through playing bingo, card games
and  other  video  games.

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 other websites are
generating  revenues  by  providing  access  to  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.

BUSINESS  STRATEGY

The  current  business  strategy  that  we  are focused on is the development of
revenues through sponsorships and 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  cash  prizes.

Although  depending  exclusively  on advertising revenue is not a valid business
model  anymore,  we believe that we can generate enough revenue to assist in our
daily  operating costs and eventually we will be able to license our software to
other  websites.  We  still  believe  that licensing will be our primary revenue
source,  however  we  must  prove  that  our  software can hold up to live users
playing the game without failure before licensing it to other companies.  If  we
can  prove  independently  that  we can generate revenue and entertain users, we
believe  that  we  can  demonstrate  the  value  of  the  software  to potential
licensees.

During the fiscal year ended September 30, 2002, we devoted our resources mainly
to  pursuing  potential  licensees  for  our  software.  Our  efforts  were  not
effective and in August 2002, we refocused our efforts on attracting sponsors to
our  website  to  allow  us to generate revenue when users logon to our website.

On  October  29,  2002,  we  signed  an agreement with AdDynamix as a sponsor to
provide  us  with  advertising on our website in the form of banner ads.  We are
currently  in  the  process  of  formulating  questions  for  upcoming games and
revising  our  marketing  plan.

We  are currently in the process of formulating questions for upcoming games and
revising  our  marketing plan.  We intend to use direct email marketing to reach
thousands  of  users  simultaneously.


                                        4
<PAGE>
LICENSING

Although  we  had  no success in the licensing of our technology, we continue to
believe  that  licensing  will  provide  the best opportunity for future revenue
growth and profitability.  Once we have successfully hosted a few live games and
we can demonstrate success in generating website traffic, we intend to begin our
efforts  to  license  our  software  to other companies.  We intend to offer two
types  of  license  arrangements.

     Revenue  Sharing

The  revenue  sharing  model  is for small to medium sized companies that cannot
afford  upfront  costs  for  software.  Instead  of  charging an upfront fee, we
intend  to  license the software based on a condition that they generate revenue
from  advertising  within  the game and on their website.  The first year of the
license  agreement  will  require  them  to  pay  us  60% of the revenue that is
generated  through  the  EasyTrivia  software.  The  percentage  paid to us as a
licensing  fee  will decline by 10% per year until it reaches 20% of revenue and
from  this  percentage  will  be  paid  until  the  contract  is  terminated.

     Annual  Fee

The  annual  fee  license is designed for large companies that have thousands of
registered  users  that  visit  their  site.  These  licensees  can  license our
software  by  paying  us  an  annual  fee.  We intend to charge an annual fee of
approximately  $5,000  per  year.

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 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
users  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  completely different from what our competitors
presently offer their customers.  Our trivia software is not only an interactive
game,  but  it  also  helps to profile users by asking demographic/psychographic
questions  to  determine  our  user's  preferences.


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<PAGE>
Currently,  Uproar.com  licenses their trivia engine to other websites for free,
however  we  believe  that  their application is not nearly as fluid as ours and
does not have the same features.  Buzztime.com has decided to partner with large
sites  such as NHL.com by licensing their software to be used on these websites.

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.

Our  operations  have  been funded to date by the proceeds of our initial public
offering  under  which we raised $500,000 during our fourth fiscal quarter ended
September  30,  2001.  In  connection with the offering, we filed a registration
statement  on  Form  SB-2  with the Securities and Exchange Commission which was
declared  effective  on May 15, 2001.  We did not raise any additional financing
during  the  fiscal  year  ended  September  30,  2002.

We  believe that we have sufficient working capital to fund our operations until
approximately  June  30,  2003 (see "Plan of Operation").  We anticipate that we
will  require  additional financing of approximately $50,000 to meet our minimum
capital  requirements  through  our  fiscal year ending September 30, 2003.  Our
ability  to  continue  as a going concern will depend on our ability to generate
revenues  through advertising and licensing arrangements and to raise additional
financing  through  the sale of equity securities or debt securities.  There can
be  no  assurance  that  our estimates are correct or that any 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  be  required  to liquidate our business and discontinue our operations.

EMPLOYEES  AND  CONSULTANTS

We  had  no  full-time  or  part-time  employees  through  the fiscal year ended
September 30, 2002.  Instead, Brad W. Rudover, one of our directors, provided us
with consulting services under the terms of a written consulting agreement.  Mr.
Rudover  currently spends between twenty-five to thirty hours per week providing
consulting  services  to  our  subsidiary.  We  anticipate that Mr. Rudover will
continue  to  work  as a consultant until we can generate enough revenue to hire
him  as  a full time employee.  In addition to our arrangement with Mr. Rudover,
we have agreed to pay each of Blair Mills and Zennie Morris $1,500 per month for
consulting  services  (see  "Executive Compensation").  Mr. Rudover is primarily
working  on the development of our website while Ms. Morris and Mr. Mills manage
our  finance  and  administration  of  our  company.

In  addition,  we use consultants, attorneys and accountants as necessary and do
not  plan  to  engage  any full-time employees until sufficient revenue has been



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<PAGE>
generated  to  support  such  expenses.  We  may,  from  time  to  time,  employ
independent  consultants or contractors for research and development, marketing,
sales,  and  support  and  administrative  services.

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.  As of June 2002, Mr. Rudover has agreed
to  reduce  the  amount  of  his consulting agreement to, $1,250 in an effort to
reduce  company costs.  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.

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


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

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

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

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

     -    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.


                                        8
<PAGE>
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 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:

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

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

     -    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


                                        9
<PAGE>
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.

INTELLECTUAL  PROPERTY

We  are  not  going  to  apply  for  a Trade Mark on our business because we are
protected  by  Verisign through our registration agreement.  Since we registered
the  domain  name  easytrivia.com first we are entitled to use that as our trade
name  until  our  agreement  expires.

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.


                                       10
<PAGE>
WE  ARE  AN UNDER-FUNDED START-UP BUSINESS AND WE HAVE NO SIGNIFICANT HISTORY OF
OPERATIONS.

We  have  a  limited  operating  history.  We  and  our subsidiary were recently
formed,  and  we  have  not  earned  any  material  amount  of 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.

As of September 30, 2002, we had cash or cash equivalents on hand of $78,059 and
working capital of $62,059.  We had accounts payable and accrued expenses in the
amount  of  $16,000  and  notes  payable of $0.  As of December 10, 2002, we had
approximately  $15,238 on hand as working capital.  We do not anticipate that we
will generate any material revenues from our operations during the first half of
fiscal  2003,  and  anticipate  that we will have a net loss for our fiscal year
ending  September  30,  2003.  We  will  need  to raise approximately $50,000 in
additional  capital  to  continue  to  fund  our  operations for the next twelve
months.  Our  auditors have expressed substantial doubt regarding our ability to
continue  as  a  going  concern.  We  are a development stage company and we are
undercapitalized.

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 development stage 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 on September 1, 2000 through the fiscal
year ended September 30, 2002, we have incurred net losses of $370,225.  Our net
loss for the fiscal three month period ending September 30, 2002 was $36,563 and
our  net  loss  for the fiscal twelve month period ending September 30, 2002 was
$119,496.  We  will  incur  additional  expenses  and  losses  before  becoming
profitable,  if  we  ever  become profitable.  In order to become profitable, we
anticipate  that  we  must:

-     raise  additional  financing  to  fund  our  plan  of  operation;
-     execute  on  our  business  model;
-     create  brand  recognition;
-     complete  the  commercialization  of  our  EasyTrivia  Game  Show;
-     create  a  customer  base  cost-effectively;
-     negotiate  and  execute  advertising, sponsorship and licensing agreements
      that  provide  us  with  cash  revenues;  and
-     attract  and  retain  key  personnel.



                                       11
<PAGE>
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.

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 minimum expenses over
the  next  twelve  month  period  for the fiscal year ending September 30, 2003:
$26,300 for accounting and legal fees, $51,000 for consulting fees and 8,380 for
office  expenses,  rent  and  telephone expenses.  We anticipate that we will be
required  to  spend  additional  funds  to  successfully  implement our business
strategy  and  to  successfully launch our website.  Our minimum allocations are
$85,680  for  the  twelve  month  period  ending  September 30, 2003 to meet our
minimum  operating  requirements.  We  currently  do not have sufficient working
capital  to  meet these minimum requirements and we anticipate that we will need
to  raise  at  least  $200,000 in order to meet our minimum capital requirements
during  the  fiscal  year  ending  September 30, 2003 and to continue as a going
concern.  We cannot assure you that our minimum 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.

OUR  SUCCESS  WILL  DEPEND  ON  OUR ABILITY TO ATTRACT TRAFFIC TO OUR WEBSITE BY
OFFERING  SMALL  CASH  PRIZES.

We  intend  to offer small cash prizes ranging from $50 to $100 to attract users
to  our  website.  Our  strategy  is  to  generate revenues from advertising and
sponsorships.  We  estimate  that  we will need to demonstrate user growth of at
least  20%  each  week  for the first several months to generate any significant
revenue  in  the near future.  In order to fund our cash prize pool and expenses
related  to  operating our Easy Trivia game, we intend to depend on the revenues
that  we  generate  from  sponsors and advertisers.  If we are unable to pay our
prizewinners  or  to  offer  prizes  that  attract  visitors  and players to our
website,  our business model will be unsuccessful and we may not be able to sell
advertising  or  obtain  sponsors.

THERE  CAN BE NO ASSURANCE THAT OUR BUSINESS MODEL 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.  The Internet advertising business is a relatively new industry, we
are  uncertain  of all of the potential viability of our business model.  During
the  past  year,  there  has  been  a  steep decline in internet advertising and
several  business  models  based  on  generating  revenues  from advertising and
sponsorships  have  failed.  We  may be unable to generate any material revenues
from  advertising  or sponsorships, and we have no material agreements currently
in  place  that  are  expected to result in any significant revenues in the near
future.



                                       12
<PAGE>
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 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 to June 30, 2003.  We
will  require  additional  financing  to continue our operations beyond June 30,
2003.  Our  main  obstacles  to  implementing  our  business plan are attracting
quality,  paying  sponsors and attracting users that are genuinely interested in
playing  our  trivia  game.

Negotiating  and  executing  on  any  particular  licensing  agreement  with  a
prospective  client  can be a timely and expensive process.  In addition, we may
need  to  engage an intellectual property lawyer to assist us in negotiating and
finalizing  licensing  agreements with potential licensees.  Our past efforts to
license  our  software  were  unsuccessful.  We  cannot  assure you that we will
successfully  license  our software or that such licensing arrangements, if any,
will  be  commercially  viable.

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 and 2002.  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  June  30,  2002.  Under  the  terms  of these agreements, as amended, if our
subsidiary  has  cumulative  cash revenues of $390,000 on June 30, 2003, 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,  2003.


                                       13
<PAGE>
In addition, if on June 30, 2003, our subsidiary has cumulative cash revenues of
$390,000  and  we  fail  to  make  an  advance of $100,000 by July 15, 2003, 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  1,  2003.

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 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.

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."


                                       14
<PAGE>
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,  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.

Although  the  economy remains slow we believe that our website and software can
generate advertising revenue when users logon to our website.  We have signed an
agreement with AdDynamix and to date they have provided accurate tracking of all
advertising  on our site, however our dependence on this one company can present
some  risks.  We have no reason not to believe that they will pay us the revenue



                                       15
<PAGE>
that we generate, however should they decide to terminate our contract this will
adversely  affect  our  business  and  could  force  us  to  cease  operation.

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


                                       16
<PAGE>
intend to rely on the computers and 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 AND COMMERCIALIZE 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.



                                       17
<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


                                       18
<PAGE>
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 results will be materially adversely affected and we may
cease  to  be  a  commercially  viable  enterprise.

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.


                                       19
<PAGE>
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,  2002.

The  record date and the meeting date for the annual meeting of our shareholders
for  the fiscal year commenced October 1, 2002 and ending September 30, 2003 has
not  yet  been  determined.

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  INFORMATION

Our  shares of common stock are quoted on the National Association of Securities
Dealers  Over-the-Counter  Bulletin Board ("OTC-BB") quotation service under the
symbol  "SSVT".  No  shares  of common stock have been traded on the OTCBB since
our  shares  began  quotation  on  April  9,  2002.

On  December  26,  2002,  the  best bid price for our common stock was $0.75 per
share  and  the  best  ask  price  was  $1.50  per  share.

HOLDERS  OF  COMMON  EQUITY

As  of  December  15,  2002,  there  were  6,000,000  shares  of  common  stock
outstanding,  held  by  38  shareholders  of  record.


                                       20
<PAGE>
DIVIDENDS

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.

COMPENSATORY  PLANS

None.

SALES  OF  UNREGISTERED  SECURITIES

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

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

Our  registration  statement  on  Form  SB-2 that was declared effective May 15,
2001.  At  the  conclusion  of  our  offering  of  common stock on Form SB-2, we
realized  net  proceeds  of  $419,175  from  gross  proceeds  of  $500,000 after
deducting $200 in printing costs, $80,000 in legal and accounting costs and $625
in  organizational  costs.  We  realized

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

-    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.


                                       21
<PAGE>
-    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.

-    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.

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

-    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  SB-2.

As of September 30, 2002, we had approximately $62,059 in 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.  PLAN  OF  OPERATION

SUMMARY

We  are  a  development  stage  company.  The  majority of our fiscal year ended
September  30,  2002  was  devoted  to  pursuing  potential  licensees.  We were
unsuccessful  licensing  our  software.

We completed the initial development of our Easy Trivia game and website, and we
anticipate  that  our  expenses  will  be lower in fiscal 2003 than our previous
fiscal  year.  Our  focus  is  on  the  marketing  of  our  website  as  a  fun,
interactive,  trivia competition that awards prizes.  We believe that users will
be  attracted  to  our  website  and increased traffic will allow us to generate
revenue  through  our  sponsors  and  advertisers beginning in the quarter ended
March 31, 2003.  As our user base grows and our advertising revenue is realized,
we  intend  to  attempt to license our software to other web-companies that have
similar  games.

Our  plan of operation during the twelve month period ending September 30, 2003,
will  be  to  increase  traffic  to  our  website,  enter into arrangements with
sponsors  for  our  Easy  Trivia  games,  enter into advertising arrangements to
generate  revenues  from  our  website  and  to  license  our  software to other
companies.   See  "Item  1.  Business  of  Issuer  --  Licensing"  and  Item  1.
Business  of  Issuer  --  Competition."


                                       22
<PAGE>
We  believe  we  have created a superior trivia application and we are confident
that  users  will enjoy playing our game and become loyal to our website.  Loyal
users  are  expected  to  create  value  for  our software which may allow us to
license our software to various companies.  We intend to continue to develop our
software  to  keep  up  to  the  changing  demands of our users and the constant
evolution  of  the  internet  using  revenue,  if  any,  that  we  earn  through
advertising  and  licensing  .

We believe that our commercial success will depend on our ability to license our
software  to  other  web-companies.

GOING  CONCERN

We  are  still  in  the development stage and could fail before implementing our
business  strategy.  We  are a "start-up" venture that will incur net losses for
the foreseeable future.  In their independent auditor's report dated December 6,
2002,  Peterson  Sullivan  P.L.L.C.,  our  auditors, expressed substantial doubt
about  our  ability  to  continue  as a going concern due to our lack of working
capital  for  our  planned  business  activities.

Since  our  inception  through  September  30,  2000,  we incurred net losses of
$370,225.  We  incurred  a  net  loss  of  $119,496 for the fiscal quarter ended
September  30,  2002.  We  anticipate  incurring  net losses for the foreseeable
future.  We  will be unable to continue as a going concern unless we are able to
raise  sufficient financing to meet our minimum capital requirements.  There can
be  no assurance that such financing will be available in a timely manner and on
acceptable  terms,  if  at  all.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had  cash  or  cash equivalents of $78,059 and working capital of $62,059 at
September  30,  2002  compared  to  cash  or  cash equivalents of $213,266 and a
working capital of $172,624 at September 30, 2001.  As of September 30, 2002, we
had  accounts  payable  and  accrued expenses in the amount of $16,000 and notes
payable  of  $0.

During  the  fiscal  year ended September 30, 2002, we received no revenues from
our  operations  and  we used net cash of $133,301.  Our use of cash during such
period  was  primarily  as  a result of expenses related to consulting expenses,
professional  fees  and  expenses related to general administrative expenses and
overhead.

We  anticipate  that  we  will  be required to raise at least $50,000 during our
fiscal  year  ending  September  30,  2003.  We  estimate  that  the  following
expenditures  are  required to fully implement our business plan and to meet our
minimum  financial  obligations during our full fiscal year ending September 30,
2003:


                                       23
<PAGE>
<TABLE>
<CAPTION>
                                                     PERIOD
                                                     ------
                                              FISCAL QUARTER ENDED:
                               ------------------------------------------------
                               DECEMBER 31,   MARCH 31,   JUNE 30,   SEPTEMBER
DESCRIPTION                        2002          2003       2003      30, 2003
-----------------------------  -------------  ----------  ---------  ----------
<S>                            <C>            <C>         <C>        <C>
Accounting and legal expenses  $      14,000  $    6,100  $   3,100  $    3,100
-----------------------------  -------------  ----------  ---------  ----------
Consulting fees                $      12,750  $    2,750  $  12,750  $   12,750
-----------------------------  -------------  ----------  ---------  ----------
Office and administration      $       1,320  $    2,620  $   1,620  $    1,620
-----------------------------  -------------  ----------  ---------  ----------
Server Hosting and Bandwidth:  $          50  $      300  $     300  $      300
-----------------------------  -------------  ----------  ---------  ----------
TOTALS:                        $      28,370  $   21,770  $  17,770  $   17,770
-----------------------------  -------------  ----------  ---------  ----------
</TABLE>

We are in the process of seeking sufficient financing through offering equity or
debt  securities  to  meet  our  minimum  cash requirements and to implement our
business  strategy.  We  cannot  assure  you  that  we  will  be  able to obtain
sufficient  financing  to fund our working capital needs on acceptable terms, if
at  all.  Our  ability  to  raise additional financing will be contingent on our
ability  to  successfully  generate  revenues  from advertising, sponsorships or
licensing.  If  adequate funds are not available, we will be required to sell or
liquidate  our  business  or  file  bankruptcy.
PRODUCT  RESEARCH  AND  DEVELOPMENT

During  our  fiscal year ended September 30, 2002, we spent approximately $1,906
completing  the  initial  development and testing of our software.  Our software
testing  was  completed  in  March  2002.  Since  then  we  spent several months
pursuing  potential  licensing  opportunities, however we were unable to license
our  software  to any of these companies.  We have revised our business strategy
and  intend  to  concentrate  our efforts on building traffic to our website and
building  our  base  of  end  users.

We  do  not expect to undertake any substantial research and development efforts
during the fiscal year ending September 30, 2003.  During the fiscal year ending
September  30,  2003,  our  research  and development efforts are expected to be
limited  to  developing  our  website  and  our Easy Trivia game to attract more
visitors to our website.  We intend to continue to refine our technology to keep
up  with  the  changing  demands  of our users and the constant evolution of the
internet,  subject  to  our  ability  to  generate  sufficient  revenue or raise
additional  capital  to  fund  these  efforts.

PERSONNEL

For  the fiscal year ended September 30, 2002, 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  nominal monthly fee.  We do not intend to alter this
arrangement  in  the  foreseeable  future.


                                       24
<PAGE>
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, 2002, our Board of Directors approved no stock
option  grants.

As  of  December  15, 2002, 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."

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.


                                       25
<PAGE>
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.


                                       26
<PAGE>







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

                                FINANCIAL REPORT

                               SEPTEMBER 30, 2002






<PAGE>
<TABLE>
<CAPTION>
                                C O N T E N T S


                                                          Page
<S>                                                       <C>
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . .  1
FINANCIAL STATEMENTS
  CONSOLIDATED BALANCE SHEET . . . . . . . . . . . . . . . .  2
  CONSOLIDATED STATEMENTS OF OPERATIONS. . . . . . . . . . .  3
  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY . . . . . .  4
  CONSOLIDATED STATEMENTS OF CASH FLOWS. . . . . . . . . . .  5
  NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . .  6
</TABLE>


<PAGE>
--------------------------------------------------------------------------------
PETERSON SULLIVAN PLLC
601 UNION STREET  SUITE 2300  SEATTLE WA  98101  206-382-777  FAX 382-7700
                          CERTIFIED PUBLIC ACCOUNTANTS

                          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,
2002,  and  the  related  consolidated  statements  of operations, stockholders'
equity,  and cash flows for the years ended September 30, 2002 and 2001, and for
the  period  from  September  1, 2000 (date of inception) to September 30, 2002.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  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,
2002,  and the consolidated results of their operations and their cash flows for
the  years  ended September 30, 2002 and 2001, and for the period from September
1, 2000 (date of inception) to September 30, 2002, in conformity with accounting
principles  generally  accepted  in  the  United  States.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 4 to the financial
statements,  the Company remains in the development stage and as a result of not
yet generating significant revenues has experienced recurring losses that raises
substantial  doubt  about  its  ability  to  continue  as  a going concern.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.

/s/  Peterson  Sullivan  PLLC

Peterson  Sullivan  PLLC
Seattle,  Washington
December  6,  2002


                                        1
<PAGE>


C:\WINDOWS\Temporary Internet Files\OLK4085\7438subsfs093002.doc  Revised:
12/30/2002 3:20 PM  lll

                        See Notes to Financial Statements

<TABLE>
<CAPTION>

                   SECOND STAGE VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2002



ASSETS
<S>                                                      <C>
Current Assets
  Cash                                                   $  78,059

Furniture and Equipment, net                                   541
Software and Web Site Development Costs, net                37,663
Goodwill, net                                                9,512
                                                         ----------
                                                         $ 125,775
                                                         ==========



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable and accrued expenses                  $  16,000

Stockholders' Equity
  Common stock, $.01 par value; 50,000,000 shares
    authorized, 6,000,000 shares issued and outstanding     60,000
  Additional paid-in capital                               420,000
  Deficit accumulated during the development stage        (370,225)
                                                         ----------

                                                           109,775
                                                         ----------
                                                         $ 125,775
                                                         ==========
</TABLE>


                      See Notes to Financial Statements
                                        2
<PAGE>
<TABLE>
<CAPTION>

                   SECOND STAGE VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       For the Years Ended September 30, 2002 and 2001, and for the Period
        from September 1, 2000 (Date of Inception) to September 30, 2002




                                                           Cumulative
                                                           During the
                                                           Development
                                    2002          2001       Stage
                                -------------  ----------  ----------
<S>                             <C>            <C>         <C>
Revenue                         $          -   $      80   $      80

General and administrative
  expenses
  Professional fees                  100,629     207,982     325,111
  Interest                                        11,500      11,500
  Website                                644                     644
  Office expense                       7,049      10,955      18,092
  Depreciation                           136                     136
  Amortization                        10,701       3,168      13,869
  Foreign exchange loss                  337         616         953
                                -------------  ----------  ----------
                                     119,496     234,221     370,305
                                -------------  ----------  ----------
    Net loss                    $   (119,496)  $(234,141)  $(370,225)
                                =============  ==========  ==========
Basic and diluted net loss per
  common share                  $      (0.02)  $   (0.10)  $   (0.08)
                                =============  ==========  ==========
</TABLE>


                      See Notes to Financial Statements
                                        3
<PAGE>
<TABLE>
<CAPTION>
                    SECOND STAGE VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
        For the Year Ended September 30, 2002 and 2001, and for the Period
         from September 1, 2000 (Date of Inception) to September 30, 2002

                                                               Deficit
                                Common Stock                 Accumulated
                             ------------------  Additional  During the
                                                  Paid-in    Development
                              Shares    Amount    Capital       Stage        Total
                             ---------  -------  ----------  ------------  ----------
<S>                          <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)

Issuance of common
  stock for cash

May 2001                     1,315,000   13,150     110,460                   123,610

June 2001                    2,520,000   25,200     211,680                  236,880

July 2001                      323,000    3,230      27,132                   30,362

August 2001                    842,000    8,420      70,728                   79,148

Net loss for 2001                                               (234,141)   (234,141)
                             ---------  -------  ----------  ------------  ----------
Balance, September 30, 2001  6,000,000   60,000     420,000     (250,729)    229,271

Net loss for 2002                                               (119,496)   (119,496)
                             ---------  -------  ----------  ------------  ----------
Balance, September 30, 2002  6,000,000  $60,000  $  420,000  $  (370,225)  $ 109,775
                             =========  =======  ==========  ============  ==========
</TABLE>


                      See Notes to Financial Statements
                                        4
<PAGE>
<TABLE>
<CAPTION>

                        SECOND STAGE VENTURES, INC. AND SUBSIDIARY
                              (A Development Stage Company)
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Years Ended September 30, 2002 and 2001, and for the Period
             from September 1, 2000 (Date of Inception) to September 30, 2002


                                                                               Cumulative
                                                                               During the
                                                                               Development
                                                        2002          2001       Stage
                                                    -------------  ----------  ----------
<S>                                                 <C>            <C>         <C>
Cash Flows From Operating Activities
  Net loss                                          $   (119,496)  $(234,141)  $(370,225)
  Adjustments to reconcile net loss to net cash
    used in operating activities
    Depreciation                                             136                     136
    Amortization                                          10,701       3,168      13,869
  Change in operating assets and liabilities, net
    of effects from purchase of subsidiary
    Prepaid expenses                                         750        (750)
    Accounts payable and accrued expenses                (25,392)     27,874      13,982
                                                    -------------  ----------  ----------
      Net cash used in operating activities             (133,301)   (203,849)   (342,238)

Cash Flows From Investing Activities
  Purchase of subsidiary                                                (200)       (200)
  Purchase of furniture and equipment                                   (677)       (677)
  Web site development costs                              (1,906)    (11,340)    (13,246)
  Cash acquired in purchase of subsidiary                             14,420      14,420
  Advance to subsidiary                                                          (60,000)
                                                    -------------  ----------  ----------
      Net cash flows provided by (used in)
        investing activities                              (1,906)      2,203     (59,703)

Cash Flows From Financing Activities
  Borrowings under note payable, related party                                   100,000
  Repayment under note payable, related party                       (100,000)   (100,000)
  Net proceeds from issuance of common stock                         470,000     480,000
                                                    -------------  ----------  ----------
      Net cash flows provided by
        financing activities                                         370,000     480,000
                                                    -------------  ----------  ----------
      Net increase (decrease) in cash                   (135,207)    168,354      78,059

Cash, beginning of period                                213,266      44,912
                                                    -------------  ----------  ----------
Cash, end of period                                 $     78,059   $ 213,266   $  78,059
                                                    =============  ==========  ==========
Cash paid for interest                              $          -   $  11,500   $  11,500
                                                    =============  ==========  ==========
</TABLE>


                      See Notes to Financial Statements
                                        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 has developed an internet-based entertainment website that features 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  website  developers.

As indicated in the accompanying financial statements, the Company's accumulated
deficit  during  the  development  stage  totaled  $370,225  for the period from
September  1,  2000  (date of inception) to September 30, 2002.  The Company has
financed this deficit through loans and the proceeds from the issuance of common
stock.

The  Company's  successful  attainment  of profitable operations is dependent on
future  events,  including  obtaining  additional  financing  to  sustain  its
operations  while  it  pursues  its  business  plan  (see  Note  4).

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.  On
occasion,  cash  balances  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.


                                        6
<PAGE>
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.

Goodwill
--------

In  connection  with the acquisition of EasyTrivia, the Company recorded $15,848
of  goodwill.  Goodwill  was  amortized  over five years using the straight-line
method.  However,  in  accordance with Statement of Financial Auditing Standards
No.  142, the Company will no longer amortize goodwill after September 30, 2002.
Accumulated  amortization  of  goodwill  as  of  September 30, 2002, was $6,336.
Beginning  on  October 1, 2002, goodwill will be tested for potential impairment
at  least  annually.

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.

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.

As  of  April  1,  2002,  the website became fully operational and capitalizable
software  development  costs  of $45,196 are being amortized over a period of 36
months.  The  amortization  expense  as  of  September  30,  2002,  was  $7,533.

Any  costs  incurred  since  the  web  site  and  related  software  have become
operational  have  been  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.


                                        7
<PAGE>
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, 2002.  The weighted average number of shares
outstanding  was  6,000,000 for the year ended September 30, 2002, 2,391,858 for
the  year  ended  September  30,  2001,  and 4,069,774 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,  2002.

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

Statement  of  Financial  Accounting  Standards  No.  143, "Accounting for Asset
Retirement  Obligations," effective for the years beginning after June 15, 2002.
This standard addresses accounting and reporting for obligations associated with
the  retirement  of  tangible long-lived assets and associated retirement costs.
The  adoption  of SFAS 143 did not have any impact on the Company's consolidated
financial  statements.

Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment  or Disposal of Long-Lived Assets," was effective for years beginning
after December 15, 2001.  This standard supersedes the previous standard on this
issue  as well as others which dealt with accounting for discontinued operations
and  the elimination of an exception to consolidation.  The adoption of SFAS 144
did  not  have  any  impact  on  the Company's consolidated financial statements

In  April  2002,  the  Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, "Rescission on FASB Statements No. 4, 44
and  64,  Amendment  of FASB Statement No. 13, and Technical Corrections."  SFAS
145  addresses  early  extinguishments  of  debt and capital lease agreements by
lessees.  The  adoption  of  SFAS  145  did not have any impact on the Company's
consolidated  financial  statements.

In  June  2002,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 146, "Accounting for Costs Associated with
Exit  or Disposal Activities".  SFAS 146 requires that a liability be recognized
on  the  date  on  which the company had committed to an exit plan.  The Company
does  not  believe  that the adoption of SFAS 146 will have a material impact on
its  consolidated  financial  statements.


                                        8
<PAGE>
In  October  2002,  the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  147,  "Acquisitions  of Certain Financial
Institutions."7  The Company does not believe that the adoption of SFAS 147 will
have  a  material  impact  on  its  consolidated  financial  statements.

Reclassifications
-----------------

Certain  reclassifications  have been made to prior year financial statements to
conform  to  the  current  year  financial  statement  presentation.



Note  2.  Income  Taxes

The  Company  is  liable for income taxes in the United States.  As of September
30,  2002,  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, 2002, of
approximately  $339,000  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  2022.

The deferred tax assets associated with the net operating loss carryforwards are
approximately  $102,000 for 2002 and $70,000 for 2001.  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 3.  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.


                                        9
<PAGE>
Note  4.  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 at
least  $390,000 on June 30, 2003, former 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 the Company's
subsidiary)  on or before July 15, 2003, at a price of one dollar per share.  In
addition,  if  on  June 30, 2003, 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  15,  2003,  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,  2003.

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  as  it remains in the development stage since inception and
has  no current source of significant revenue.  Management has not yet finalized
its  plan  to  mitigate  the  current  circumstances.

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.


                                       10
<PAGE>
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.

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  2003.

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.


                                       28
<PAGE>
As  of  December 15, 2002, the following persons were our only directors and our
only  officers:

<TABLE>
<CAPTION>
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                      25  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 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


                                       29
<PAGE>
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; 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:

     -    bankruptcy  proceedings;

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

     -    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

     -    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.


                                       30
<PAGE>
To  the  Company's knowledge all of the Company's directors, executive officers,
and  greater-than-10% beneficial owners made all required filings for the fiscal
year  ended  September  30,  2002.

ITEM  10.  EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE

The  table  below  shows,  for the last fiscal year recently ended September 30,
2002  compensation  paid  to  each  executive officer serving at the fiscal year
ended  September  30,  2002.  For  the fiscal year ended September 30, 2002, 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."

The  following  table  sets forth compensation information for our fiscal period
ended  September  30,  2002  for  our  Named  Executive  Officers:

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE

 NAME AND                     FISCAL YEAR                                    LONG TERM COMPENSATION         ALL
 PRINCIPAL                       ENDED            COMPENSATION          --------------------------------   OTHER
 POSITION                      SEPTEMBER    --------------------------          AWARDS           PAYOUTS  COMPEN
                                  30         SALARY   BONUS   OTHER      RESTRICTED  SECURITIES    LTIP   SATION
                                             ($)      ($)     ANNUAL      STOCK        UNDER     PAYOUTS   ($)
                                                              COMPEN      AWARDS      OPTIONS
                                                             SATION(1)                  (#)
                                                                ($)
----------------------------  -----------  --------  ------  ---------  ----------  -----------  -------  -------
<S>                           <C>          <C>       <C>     <C>        <C>         <C>          <C>      <C>
Ms. Zennie Morris, President         2002  $ 18,000  Nil     Nil        Nil         Nil          Nil      Nil
                                     2001  $ 18,000  Nil     Nil        Nil         Nil          Nil      Nil
----------------------------  -----------  --------  ------  ---------  ----------  -----------  -------  -------
Mr. Blair Mills, Secretary/          2002  $ 18,000  Nil     Nil        Nil         Nil          Nil      Nil
Treasurer
                                     2001  $ 18,000  Nil     Nil        Nil         Nil          Nil      Nil
----------------------------  -----------  --------  ------  ---------  ----------  -----------  -------  -------
<FN>
(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.
</TABLE>

We  have  never  granted  any  options  or  stock  appreciation  rights.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

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.


                                       31
<PAGE>
<TABLE>
<CAPTION>
TITLE OF CLASS    NAME AND ADDRESS OF BENEFICIAL    AMOUNT AND NATURE OF  PERCENTAGE OF
                              OWNER                 BENEFICIAL OWNERSHIP      CLASS
--------------  ----------------------------------  --------------------  --------------
<S>             <C>                                 <C>                   <C>
BENEFICIAL  OWNERSHIP  OF  OFFICERS  AND  DIRECTORS
----------------------------------------------------------------------------------------
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%
--------------  ----------------------------------  --------------------  --------------

BENEFICIAL  OWNERSHIP  OF  5%  OR  GREATER  SHAREHOLDERS
----------------------------------------------------------------------------------------
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                          540,000           9.00%
                CORPORATION
                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>


                                       32
<PAGE>
We  know  of  no  arrangement  that  would  result in a change in control of our
company.

EQUITY  COMPENSATION  PLAN  INFORMATION
Below  is  a  description  of  our  equity  compensation  plans:

<TABLE>
<CAPTION>
PLAN CATEGORY          NUMBER OF SECURITIES TO    WEIGHTED AVERAGE    NUMBER OF SECURITIES
                       BE ISSUED UPON EXERCISE   EXERCISE PRICE OF    REMAINING AVAILABLE
                       OF OUTSTANDING OPTIONS,  OUTSTANDING OPTIONS,  FOR FUTURE ISSUANCE
                         WARRANTS AND RIGHTS    WARRANTS AND RIGHTS       UNDER EQUITY
                                                                       COMPENSATION PLANS
---------------------  -----------------------  --------------------  --------------------
<S>                    <C>                      <C>                   <C>
EQUITY COMPENSATION              Nil                    Nil                   Nil
PLANS APPROVED BY
SECURITY HOLDERS
---------------------  -----------------------  --------------------  --------------------
EQUITY COMPENSATION              Nil                    Nil                   Nil
PLANS NOT APPROVED BY
SECURITY HOLDERS
---------------------  -----------------------  --------------------  --------------------
Total                            Nil                    Nil                   Nil
---------------------  -----------------------  --------------------  --------------------
</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.

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.


                                       33
<PAGE>
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 INDEX

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


                                       34
<PAGE>
        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(2)  Memorandum of Engagement by and between
                 EasyTrivia.com., Inc., and Sage Internet Solutions Ltd.
                 dated July 2, 2001
       10.17(2)  Modification Agreement dated September 30, 2001 by
                 and between Brad W. Rudover, EasyTrivia.com., Inc.,
                 and Second Stage Ventures Inc.
       10.18(3)  Modification Agreement dated June 30, 2002 by and
                 between Brad W. Rudover, EasyTrivia.com., Inc., and
                 Second Stage Ventures Inc.
         10.19   Agreement with AdDynamix dated October 29, 2002
        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).

     (2)  Previously  filed  as  an exhibit to the registrant's annual report on
          Form  10-KSB  on  December  28,  2001  (File  No.  333-56936).

     (3)  Previously  filed  as  an  exhibit  to the registrant's 10-QSB for the
          period  ended  June  30,  2002.


                                       35
<PAGE>
(b)     Reports  on  Form  8-K

None.


ITEM  14.  CONTROLS  AND  PROCEDURES

DISCLOSURE  CONTROLS  AND  PROCEDURES

We  maintain disclosure controls and procedures that are designed to ensure that
information  required  to  be  disclosed  in our Securities Exchange Act of 1934
reports  is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated  to  our management, including our Principal Executive Officer
and  Principal  Financial  Officer,  as  appropriate,  to allow timely decisions
regarding  required  disclosure.

Within  90  days prior to the date of this report, we carried out an evaluation,
under  the  supervision  and with the participation of our management, including
our  Principal  Executive  Officer  and  Principal  Financial  Officer,  of  the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  pursuant  to  Securities  Exchange  Act  of 1934 Rules 13a-14(c) and
15d-14(c).  Based  upon the foregoing, our Chief Executive Officer and our Chief
Financial  Officer  concluded  that  our  disclosure controls and procedures are
effective in connection with the filing of this annual report on Form 10-KSB for
the  fiscal  year  ended  September  30,  2002.

CHANGES  IN  INTERNAL  CONTROLS

There  were  no significant changes in our internal controls or in other factors
that  could  significantly affect these controls subsequent to the date of their
evaluation,  including  any  significant  deficiencies or material weaknesses of
internal  controls  that  would  require  corrective  action.



                                       36
<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
---------                -----                              ----


/s/  Zennie  Morris     President  and  Director            December 30, 2002
--------------------    (Principal Executive Officer)
     Zennie Morris


/s/  Blair Mills        Treasurer, Secretary and Director   December 30, 2002
--------------------    (Principal Financial Officer and
     Blair Mills        Accounting Officer)


/s/  Brad W. Rudover    Director                            December 30, 2002
--------------------
     Brad W. Rudover


                                       37
<PAGE>

                                 CERTIFICATIONS

CERTIFICATE  OF  PRINCIPAL  EXECUTIVE  OFFICER

I,  Zennie  Morris,  certify  that:

1.  I  have reviewed this annual report on Form 10-KSB of Second Stage Ventures,
Inc.

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

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

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

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

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

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

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

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

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


                                       38
<PAGE>
6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  December  30,  2002


/s/  Zennie  Morris
-------------------
Zennie  Morris
President


                                       39
<PAGE>
CERTIFICATE  OF  PRINCIPAL  FINANCIAL  OFFICER

I,  Blair  Mills,  certify  that:

1.  I  have reviewed this annual report on Form 10-KSB of Second Stage Ventures,
Inc.

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

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

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

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

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

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

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

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

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


                                       40
<PAGE>
6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  December  30,  2002


/s/  Blair  Mills
-----------------
Blair  Mills
Treasurer


                                       41
<PAGE>
                            CERTIFICATION PURSUANT TO
                               18 U.S.C. Sec.1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with  the  Annual  Report  of  Second  Stage Ventures, Inc. (the
"Company")  on Form 10-KSB for the fiscal year ended September 30, 2002 as filed
with  the  Securities and Exchange Commission on the date hereof (the "Report"),
I,  Zennie  Morris,  President  of  the  Company, certify, pursuant to 18 U.S.C.
Sec.1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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

Date:  December  30,  2002


/s/  Zennie  Morris
-------------------
Zennie  Morris
President  (Principal  Executive  Officer)


                                       42
<PAGE>
                            CERTIFICATION PURSUANT TO
                               18 U.S.C. Sec.1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with  the  Annual  Report  of  Second  Stage Ventures, Inc. (the
"Company")  on Form 10-KSB for the fiscal year ended September 30, 2002 as filed
with  the  Securities and Exchange Commission on the date hereof (the "Report"),
I,  Blair  Mills,  Treasurer  of  the  Company,  certify,  pursuant to 18 U.S.C.
Sec.1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

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


Date:  December  30,  2002


/s/  Blair  Mills
-----------------
Blair  Mills
Treasurer  (Principal  Financial  Officer)


                                       43
<PAGE>