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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2002

                        Commission file number 000-28231

                                 neXstage Corp.
                 (Name of Small Business Issuer in its charter)


                   NEVADA                                  86-0746355
      -------------------------------               ------------------------
      (State or other jurisdiction of                I.R.S. Employer ID. No.
      incorporation or organization)


    3550 N. CENTRAL AVENUE, SUITE 120
              PHOENIX, AZ                                     85012
 -----------------------------------------                ------------
 (Address of principal executive offices)                  (Zip Code)


                                  602-996-7499
                         -------------------------------
                 Issuer's telephone number, including area code


SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, Par Value $.001 Par Value

Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X]   No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendments to this Form 10-KSB. [X]

      The issuer's revenues for the Fiscal Year ended March 31, 2002 were $0.00.

      The aggregate market value of the voting stock (which consists solely of
      shares of Common Stock) held by non-affiliates of the issuer as of
      September 30, 2002 is impractical to determine because neXstage's common
      stock is not quoted on any quotation medium.

As of September 30, 2002, there were 29,717,086 shares of the issuer's common
stock outstanding.


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


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                                TABLE OF CONTENTS

         PART I

Item 1   Description of Business............................................. 1
Item 2   Description of Property............................................. 4
Item 3   Legal Proceedings................................................... 4
Item 4   Submission of Matters to a Vote of Security Holders................. 4


         PART II

Item 5   Market for Common Equity and Related Stockholder Matters............ 5

Item 6   Management's Discussion and Description or Plan of Operations....... 6

Item 7   Financial Statements and Supplementary Data......................... 7

Item 8   Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure............................................ 7


         PART III

Item 9   Directors and Executive Officers, promoters and Controlled
         Persons; Compliance with Section 16(a) of the Exchange Act.......... 8

Item 10  Executive Compensation.............................................. 10

Item 11  Security Ownership of Certain Beneficial Owners and Management...... 11

Item 12  Certain Relationships and Related Transactions...................... 11

Item 13   Exhibits and Reports on Form 8-K................................... 11

SIGNATURES .................................................................. 13


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                                     PART I


Statements contained in the annual report that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed in filings
with the Securities and Exchange Commission, including without limitation in
Item 1. "D ESCRIPTION OF BUSINESS" and Item 6 "MANAGEMENT'S DISCUSSION AND
DESCRIPTION OR PLAN OF OPERATIONS" below.


ITEM 1.   DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

neXstage Corp., (the "Company" or "neXstage"), is a "C" corporation, organized
under the laws of the State of Nevada. We were incorporated on September 30,
1993. Until June of 1999, when we restructured and the name changed to Cyber
Village Inc., the corporation operated under its original name, the Minco
American Corporation, which had accommodated several different business
operations and was listed on the OTC Bulletin Board. On March 31, 2000, neXstage
entered into an agreement and plan of merger and reorganization with Cyber
Village, Inc., the final terms of which were consummated on August 30, 2000. We
changed our name to neXstage effective September 30, 2000, and consolidated our
operations.

The agreement of reorganization provided for a 2.35 to one forward split of the
outstanding share capital of neXstage, and the issuance of an additional
21,766,986 shares in exchange for all of the outstanding shares of Cyber
Village, Inc.

When operations were consolidated, neXstage adopted a new plan of operations as
a business acceleration - service provider, providing expansion assistance to
companies which have been in operation a minimum of three to five years, with a
proven product or service, strong management team, existing revenue base of at
least $3 million, and operate in a target market of a minimum of $500 million
annually.

As of March 31, 2002 we are a development stage corporation. Our current
operations are limited to negotiating the acquisition of our first of several
companies and raising capital for the implementation of our planned operations,
as enumerated above. neXstage has been in the development stage since its
inception in 1993. Our activities in the past three years have been limited to
refining the business model for the implementation of its business capital
formation plan. The development of our business plan began in 1996. Our stock is
currently not quoted on any quotation medium.

Our mailing address is P.O. Box 2057, Prescott, AZ 86302. The address of our
principal executive offices is: 3550 No. Central Avenue, Suite 1200, Phoenix, AZ
85012. The telephone number of our principal executive office is (602) 996-7499,
and the fax number is (520) 717-2236.

BUSINESS OF THE ISSUER

OVERVIEW

We are a development stage public company. We have designed our business model
around building our corporation by acquiring proven profitable companies and
strengthening them with our services as a Business Acceleration - Resource
Provider. Coining the term for our company as a "Business Accelerator." Cisco
Systems, General Electric and other Fortune 500 companies built their companies
with this same type of proven strategy to grow a corporation through acquisition
of profitable companies.

Target companies will have a proven product or service and strong management
team, but for a variety of reasons including lack of adequate capital for
expansion, inadequate communication and marketing skills, inhibit their ability
to further growth. We will continuously expand our activities and amplify our
asset base by acquiring existing companies with revenues greater than $3
million. We will generally avoid start-up companies due to certain risk factors.
After selected companies have been acquired, they will be assimilated into our
network of companies. Network companies will then be given the needed resources
to become larger and more profitable. We take them to the "neXstage" of their
development.

We have created a unique business model, but one that incorporates proven
methods developed within 20th & 21st-Century mega corporations. We are focusing
this plan around three sectors of interest (i) Alternative Energy and Fuel Cell
Technology (ii) Medical advances in the area of slowing down the aging process
and improving quality of life thereby,


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achieving vibrant longevity (iii) Information Technology Infrastructure that
involves telecommunications, database management, hardware, software, hosting,
Internet, security and backup. Our immediate goal is to acquire and develop our
technological core first. We plan to develop and run our network of companies on
a custom Oracle or similar Enterprise Resource Planning ("ERP") software system.
This ERP system will create a resource management environment that will allow us
to realize our financial condition at the close of each day. Once our core
nucleus of technologies is developed and maintained we can provide this
infrastructure to future neXstage Corp. network companies.

Initially, it is planned that target companies will generally be acquired with
75% of the purchase price paid with our public stock (NXSG) and 25% cash. It is
also planned that an additional amount of capital generally equal to 25% of the
purchase price will be committed by our direct investment back into the newly
acquired company as growth acceleration capital. This investment strategy will
allow a significant amount of the cash to go directly towards growing the
business and for the development of higher profit margins, which should in turn
reflect favorably upon us, our shareholders equity, and our share price
performance.

o  Network companies should gain considerable value, in the transition from
   small private companies to becoming a part of neXstage Corp., owned and
   traded in the public market place.

o  We will handle most of the "back office" functions of our network companies
   through integration with our ERP systems; based on customized software that
   handles the management of accounting, finance, purchasing, inventory control,
   human resources and other business resources for the entire neXstage Network.

o  Network company costs can be significantly reduced through economies of
   scale. Volume related efficiencies will be realized through the strategic
   utilization of our provided Accelerator Capital for the development of new
   high profit business.

o  Network companies will be provided with the latest global information
   technologies to compliment their proven bricks and mortar business, and
   transition them to a bricks and clicks 21st Century "New Economy" company.

o  Further value will come to our acquired companies in granting access to
   resources normally out of reach; management, scale efficiencies, strategic
   alliances, and of course inexpensive investment capital.

SERVICES

At all stages of an acquired company's growth, our management team will
continually instill the best practices we have learned, by providing mentoring,
market intelligence and operational support. Additionally, we will provide our
companies with operational assistance from our various in-house departments
being developed and third party service providers and access to a network of
financial and business sources.

Our services create synergy and economies of scale, allowing our entrepreneurs
to focus their efforts on business growth while we provide support and maintain
"back-office" responsibilities.

Ultimately, our acquired companies determine what services we will provide.
Therefore we will be constantly revising and improving our services in order to
improve our chance at growth and success.

Our tailored services include:

o  SALES, MARKETING AND BRAND MANAGEMENT - We provide guidance to our companies'
   sales, marketing, product positioning and advertising efforts through regular
   meetings attended by the appropriate staff from each of our acquired
   companies. Our marketing department will coordinate marketing resources for
   all our companies, providing marketing information, market research,
   advertising services, public relations support, promotional assistance and
   other marketing related services.

o  SHARING OF RESOURCES AND BEST PRACTICES AMONG ACQUIRED COMPANIes - Our model
   provides an environment for collaboration among our companies. Regular
   meetings attended by key personnel will allow our companies to share ideas
   and discuss issues of common interests.

o  EXECUTIVE AND STAFF RECRUITING - Our human resources department and referral
   system will, once developed, assist in placing talent in each of our
   companies. We believe our acquired companies' biggest assets will be their
   highly skilled people, therefore our recruiting program will provide a
   strategic advantage to our acquisitions success and our pool of resources.


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o  WEB DEVELOPMENT AND INFORMATION TECHNOLOGY - We will provide assistance in
   web development and support through our strategic partners. We will also
   offer our companies access to common information technology systems that
   enable them to cost-effectively manage their electronic mail hosting, website
   hosting and other functions.

o  HUMAN RESOURCES - Our human resources department will provide administrative
   and human resources assistance to our companies, including advice and support
   on tax preparation, payroll, benefits, recruiting, hiring, human resource
   compliance, orientation and termination.

o  ACCOUNTING AND LEGAL EXPERTISE - Our consolidated accounting system will
   create economies of scale by consolidating the accounting departments and
   functions of all our companies. Our seasoned accounting, finance and legal
   professionals provide services such as corporate finance, accounting,
   treasury functions, financial reporting, intellectual property protection,
   contracts, licensing, deal structuring and negotiation, and various other
   services.

o  CAPITAL FORMATION ASSISTANCE - During the initial company
   acquisition-planning process, the acquisition team in cooperation with the
   target company's management, develops a strategy for funding the future
   growth of the acquired company. We will generally provide the capital called
   for in the development of the acquired company. A part of the services
   provided by us will be in the ongoing strategic planning process. We will
   assist management in planning for future capital needs to allow for the
   accelerated growth of the acquired company. In the event that the subsidiary
   has company requirements that warrant outside direct investment into the
   subsidiary company, we will develop a capital formation plan in cooperation
   with the subsidiary's management and once the plan is approved, our team will
   assist in the implementation of the capital formation plan.

o  BUSINESS MODEL ANALYSIS - We provide strategic direction and market
   intelligence to our companies concerning topics such as market positioning
   and competitive trends. Experienced professionals will work closely with our
   companies to improve sales efficiencies, evaluate and negotiate alliances,
   and identify management priorities. Financial analysts are also available to
   help particular companies model their businesses and identify the key drivers
   of their financial results.

o  ACTIVE INVOLVEMENT WITH ACQUISITIONS OPERATIONS - Our senior executives will
   serve on the boards of our acquisitions. Through board representation and
   ongoing consultation with our companies, we take an active role in the
   ongoing oversight and strategic management of our network companies.

o  BUSINESS DEVELOPMENT - Our environment and culture promote the sharing of
   knowledge, relationships and business opportunities among our network
   companies. We assist our companies in evaluating, structuring and negotiating
   joint ventures, strategic alliances, joint-marketing agreements, acquisitions
   and other transactions. We strongly encourage cooperation and collaboration
   among our companies and the sharing of information. In addition our companies
   are encouraged to look to each other to provide needed goods and services.

INDUSTRY AND COMPETITION

We do not fall neatly into one particular industry. Our model is a compilation
of venture capital, incubator and consolidator industries. We acknowledge that
we face competition from service and capital providers, including publicly
traded Internet companies, venture capital companies, large corporations,
business incubators and traditional holding companies. Many of these competitors
have greater financial resources and brand recognition than we do. However, we
believe our business model and first-mover advantage will differentiate us from
our competitors and "copy-cat" companies.

While on the surface some of the above institutions might appear as competition,
we take a different view: VCs, capital providers, incubators, etc. should become
some of our best partners, either through syndication or joint venture. We will
be in a perfect position to help these institutions out of market-induced
portfolio problem areas.

Competition for our network companies themselves could be intense due to the
rapid technological changes in their respective industries. Many of them will
have to compete against companies with better brand recognition and greater
financial, marketing, and other resources. Our network companies may also be at
a disadvantage in responding to their competitors' pricing strategies,
technological advances, research and development, advertising campaigns, and
other initiatives. But we are confident that they will be able to overcome these
situations through our support, guidance, and resources and the synergistic
association with other network companies.

This competition, and the impact it has on the valuation of our target market,
could limit our opportunities to acquire interests in network companies or force
us to pay higher prices to acquire these interests, which would result in lower
returns or losses on acquisitions. In addition, some of our competitors,
including venture capital firms, private companies


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with business strategies similar to ours and corporate strategic investors, may
have a competitive advantage over us because they have more flexibility than we
do in structuring acquisitions in companies because they do not need to acquire
majority or controlling interests in companies to avoid regulation under the
Investment Company Act.

Increased competition may result in reduced operating margins, loss of market
share and diminished value in the ourbrand. There can be no assurance that we
will be able to compete successfully against current and future competitors.
Further, as a strategic response to changes in the competitive environment, the
Company may, from time to time, make certain pricing, service or marketing
decisions or acquisitions that could have a material adverse effect on our
business, results of operations and financial condition.

RAW MATERIALS AND PRINCIPAL SUPPLIERS AND VENDORS - There are no raw materials
used in our services.

PATENTS - We hold no patents or intellectual property.

GOVERNMENT REGULATION - Our business is not dependent upon one or a few major
customers. Government approval is not necessary for us to conduct our business,
and government regulations have no or only a negligible effect on their
respective businesses.

RESEARCH AND DEVELOPMENT

We have not booked any significant research and development costs and therefore
do not expect to pass any of those costs to customers. We have no product
development or research and development costs.

EMPLOYEES

We presently employ three full and part time employees, including our President
and CFO, David Smith, our CEO and Chairman, Edward Crosby, and our Chief
Counsel, Jeffery M. Proper.

REPORTS TO SECURITY HOLDERS

ANNUAL REPORT - We are not required to deliver an annual report to security
holders.

REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION - We are a fully reporting
public company and file a Form 10-KSB, three Form 10-QSB's and Information
Statements to the Securities and Exchange Commission annually.

PUBLIC ACCESS - The public may read and copy materials and neXstage files with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may also obtain information on neXstage Corp.
by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at HTTP://WWW.SEC.GOV. These reports may also be accessed through
our Internet address at http://www.neXstageCorp.com.


ITEM 2. DESCRIPTION OF PROPERTY

We currently maintain an office, telephones and basic office equipment in a
temporary office located at 3550 N. Central Ave. Suite 1200, Phoenix, AZ. 85012.

There is no expected purchase or sale of any plant or significant equipment,
other than office equipment for the new office. We have no current material
commitments.


ITEM 3. LEGAL PROCEEDINGS

There are no pending or threatening legal proceedings to which we are a party
to.


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

There were no matters that we subjected to a shareholder vote.



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                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is not quoted on any quotation medium, and no ready market
existed prior to the end of the current fiscal year. Subsequent to the end of
the current fiscal year, the company filed documents with the National
Association of Security Dealers to allow its stock to be traded on the NASDAQ
Bulletin Board. Resolution of that application is pending as of the date of the
filing of this report.

RECENT SALES OF UNREGISTERED SECURITIES

There were 2,263,450 shares of common stock issued to officers and directors in
return for services to the corporation. There were 49,346 shares of common stock
in payment for services valued at $7,763. There were 10,500 shares of common
stock issued for cash proceeds of $10,500.

HOLDER OF RECORDs

The approximate number of record holders of shares of common stock of our
Company outstanding as of March 31, 2002 was approximately 958.

DIVIDENDS

We do not anticipate paying cash dividends in the foreseeable future. We plan to
retain all future earnings, if any, to finance our establishment of, and
acquisitions of interests in, network companies and for general corporate
purposes. Any future determination as to the payment of dividends will be at our
Board of Directors discretion and will depend on our financial condition,
operating results, current and anticipated cash needs, plans for expansion and
other factors that our Board considers relevant.

DESCRIPTION OF SECURITIES

Our common stock is a "penny stock," as the term is defined by Rule 3a51(1)of
the Securities Exchange Act of 1934. This makes it subject to reporting,
disclosure and other rules imposed on broker-dealers by the Securities and
Exchange Commission requiring brokers and dealers to do the following in
connection with transactions in penny stocks:

o  Prior to the transaction, to approve the person's account for transactions in
   penny stocks by obtaining information from the person regarding his or her
   financial situation, investment experience and objectives, to reasonably
   determine based on that information that transactions in penny stocks are
   suitable for the person, and that the person has sufficient knowledge and
   experience in financial matters that the person or his or her independent
   advisor reasonably may be expected to be capable of evaluating the risks of
   transactions in penny stocks. In addition, the broker or dealer must deliver
   to the person a written statement setting forth the basis for the
   determination and advising in highlighted format that it is unlawful for the
   broker or dealer to effect a transaction in a penny stock unless the broker
   or dealer has received, prior to the transaction, a written agreement from
   the person. Further, the broker or dealer must receive a manually signed and
   dated written agreement from the person in order to effectuate any
   transactions in a penny stock.

o  Prior to the transaction, the broker or dealer must disclose to the customer
   the inside bid quotation for the penny stock and, if there is no inside bid
   quotation or inside offer quotation, he or she must disclose the offer price
   for the security transacted for a customer on a principal basis unless exempt
   from doing so under the rules.

o  Prior to the transaction, the broker or dealer must disclose the aggregate
   amount of compensation received or to be received by the broker or dealer in
   connection with the transaction, and the aggregate amount of cash
   compensation received or to be received by any associated person of the
   broker dealer, other than a person whose function is solely clerical or
   ministerial.

o  The broker or dealer who has affected sales of penny stock to a customer,
   unless exempted by the rules, is required to send to the customer a written
   statement containing the identity and number of shares or units of each such
   security and the estimated market value of the security. The imposition of
   these reporting and disclosure requirements on a broker or dealer make it
   unlawful for the broker or dealer to effect transactions in penny stocks on
   behalf of customers.



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   Brokers or dealers may be discouraged from dealing in penny stocks, due to
   the additional time, responsibility involved, and, as a result, this may have
   a deleterious effect on the market for our stock.


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

GENERAL INFORMATION

We are a development stage corporation, with planned operations to engage in the
business of business accelerator by providing business acceleration resource
services to companies which have been in operation from three to five years.
Target companies will have a proven product or service and strong management and
existing revenues of at least $3 million annually. These network companies will
need to operate in (i) Alternative Energy and Fuel Cell Technology (ii) Medical
advances in the area of slowing down the aging process and improving quality of
life while achieving vibrant longevity (iii) Information Technology
Infrastructure that involves telecommunications, database management, hardware,
software, hosting, Internet, security and backup.

During the next twelve months, we plan to satisfy our cash requirements by
additional equity financing. There can be no assurance that we will be
successful in raising additional equity financing unless our securities are
quoted on the NASDAQ OTC Bulletin Board, and there can be no assurance that we
will be able to obtain a quote of our securities on the Bulletin Board. If we
are not able to raise equity capital, we will be able to satisfy our cash
requirements for the next twelve months by contributions or loans from our
president, David Smith. We intend to undertake a subsequent private placement of
our common stock in order to raise future development and operating capital. We
depend upon capital to be derived from future financing activities such as
subsequent offerings of its stock. There can be no assurance that we will be
successful in raising the capital we require unless and until we are positioned
with regard to the quotation of our securities has been resolved.

We are still considered to be a development stage company, with no significant
revenue, and are dependent upon the raising of capital through placement of our
common stock. There can be no assurance that we will be successful in raising
the capital we require through the sale of our common stock. Accordingly, our
ability to continue as a going concern is uncertain. The accompanying financial
statements have been prepared assuming that we will continue as a going concern.
If we are unable to continue as a going concern, the values realized from our
assets maybe less than the carrying amounts reported in our financial
statements. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should we be
unable to continue as a going concern.

There are no contemplated product research and development costs that we will
incur for the next twelve months. We anticipate hiring clerical staff within the
next twelve months, and the leasing of at least 250 square feet of office space.
There is no expected purchase or sale of any plant or significant equipment,
other than office equipment for the new office. At this time we have no material
commitments.

LIQUIDITY TRANSACTIONS

At this time, our future operations are reliant entirely on our ability to raise
capital from the placement of our common stock. In order to fund certain
operating expenses, during the years ended March 31, 2002 and 2001, we issued
shares of common stock of 49,346 and 196,370, respectively, for goods and
services having a value of $7,763 and $42,800, respectively.

We entered into employment agreements with our key executives. These agreements
provide for compensation in the form of common stock. Common stock issued under
these agreements during the years ended March 31, 2002 and 2001 totaled 620,000
and 2,026,000 shares, respectively. During the year ended March 31, 2002, the
Company elected to terminate employment agreements with three executive officers
in return for the issuance of 1,464,000 shares of common stock. There are
620,000 shares of common stock remaining to be issued under these agreements.

Employees other than key executives received 179,450 and 779,630 shares of
common stock, respectively, during the years ended March 31, 2002 and 2001 as
compensation having a value of $17,945 and $77,963, respectively.

During the years ended March 31, 2002 and 2001, the Company issued shares of
common stock of 10,500 and 206,250, respectively, generating cash proceeds of
$10,500 and $206,250, respectively.



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During the year ended March 31, 2002, the Company entered into a $20,000 note
payable agreement with a company that is controlled by our President. Of the
amount that has been advanced under the note payable $4,000 has been repaid
leaving a remaining unpaid balance of $16,000 as of March 31, 2002. The note
payable bears interest at a fixed rate of 10% and matured on August 20, 2002.
This loan was subsequently extended for an additional year under similar terms
and will mature on August 20, 2003. This loan is guaranteed by our CEO with
5,000,000 shares of common stock in the Company that he owns personally.

SUBSEQUENT EVENT

On June 12, 2002, the Board of Directors approved a transaction in which
Directors Edward Crosby and Jeffrey M. Proper in their capacity as members of
ECJP Investments, L.L.C., proposed to purchase a total of 5,000,000 restricted
common shares of the corporation in return for $50,000 cash. I n order to
facilitate the restructure of the capital of the corporation and reduce any
dilution which will occur from this transaction. David S. Smith, President and
Director has agreed to return and retire a total a total of 3,500,000 shares of
common stock. Mr. Smith will receive no compensation of any kind for the return
of these shares. As of September 20, 2002, the parties have deposited $20,000 of
the required total.

FORWARD LOOKING STATEMENTS

This registration statement contains forward-looking statements. Our expectation
of results and other forward-looking statements contained in this registration
statement involves a number of risks and uncertainties. Among the factors that
could cause actual results to differ materially from those expected are the
following: business conditions and general economic conditions; competitive
factors, such as pricing and marketing efforts; and the pace and success of
product research and development. These and other factors may cause expectations
to differ.


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required under Item 310(a) of Regulation S-B is included in this
report as set forth in the "Index to Financial Statements." See Index to
Consolidated Financial Statements.


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

There have been no disagreements with Pannell Kerr Forster of Texas, P.C.



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                                    PART III.


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

The Executive Officers and Directors of neXstage, and their ages, are as
follows:

Directors are elected by the shareholders to terms of one year. Officers serve
at the pleasure of the Board of Directors, and serve one year terms unless
removed by the Board prior to their terms.


NAME                              AGE                    POSITION
----                              ---                    --------
Edward Crosby                     55               Chairman, CEO, Director

David S. Smith                    66               President, CFO, Director

Lawrence E. Tahler                57               Director

Tom E. Hays                       62               Director

Jeffrey M. Proper                 54               Chief Council

-------------------

EDWARD CROSBY. Mr. Crosby is the current Chairman, Chief Executive Officer,
Secretary and Director of neXstage, since March 31, 2000. He has also been the
president and Chief Executive Officer since inception of Crosby Financial
Corporation, since 1970; the chief executive officer of ECO Technology, Inc.,
from 1997 to the present; the managing director of Global Equity Organization,
from 1992 through 1997; the president of C&T Property, Inc., from 1996 through
1998; and the president of RECrosby.com, Inc., from 1996 to present.

Edward Crosby has 31 years of successful entrepreneurial corporate experience.
During that time he has served continuously in senior executive positions with
various corporations. Between 1970 and 1990, Mr. Crosby owned and directed a
real estate investment company which developed projects totaling well over $500
million. Also during this period, Mr. Crosby simultaneously owned majority
interests in several financial companies. These companies successfully arranged
equity and financing for his, and various other third party projects with
funding totaling well in excess of $1.0 billion USD; these corporations where in
the businesses of mortgage lending, mortgage investments, and municipal lease
financing. In 1990, Mr. Crosby and other international investors began
organizing Global Equity Organization ("GEO"), an offshore international
investment company. Mr. Crosby served as Managing Director of GEO from 1992 when
it began operations until 1997 when he began his current business development
project. During his tenure with GEO, Mr. Crosby was responsible for the
management of an international venture capital investment portfolio of over $1.0
billion. The GEO portfolio was invested in numerous projects spanning a dozen
different countries. Additionally, during the period between 1992 and 1996 he
directed capital formation efforts, which resulted in millions of dollars of
foreign investments via Reg. S private placements, into U.S. public companies.
In 1997, the first of several public spin-off transactions was completed, in
cooperation with a NASDAQ public company. This was the genesis of his current
role in creating new public corporations from small beginnings. Between March
1999 and February 2000, Mr. Crosby served as the exclusive investment banker for
two fuel cell technology companies. These companies are in the process
commercializing Direct Methanol and Solid Oxide Fuel Cell Technologies in
cooperation with NASA's Jet Propulsion Laboratory, University of Southern
California and California Institute of Technology.

DAVID S. SMITH. Mr. Smith is the current president, chief financial officer, and
director of neXstage, since March 31, 2000. He is also the current president of
Multicapital Services, Inc. since November, 1996. He was the co- founder and
president of Executive Consultants, Inc. from 1970 through 1987. He served as
Secretary and Director of Minco American Corp. and chief financial officer from
1987 through 1996. He holds a B.S. in Business Administration from University of
Arizona, 1957.

David Smith launched his business career in the fields of finance and insurance.
Having co founded Executive Consultants, Inc. in 1970, as president he worked in
the financial planning and securities field. Additionally, as a consultant he
helped many other companies arrange financing and solve organizational and
operational problems. In 1987 Mr. Smith became secretary and director of Minco
American Corp., as well as its CFO, building the company's assets to the point
where they



                                       8
<Page>

were sold to Princeton American Corporation in 1991. He continued his duties as
an officer, and in 1997 was elected president. His experiences enabled him to
acquire extensive knowledge of how to work with regulatory agencies and of the
legal and administrative requirements of public companies. To enable others to
benefit from his expertise, he formed a consulting and corporate-services
company. Through his efforts Minco American Corp. has been reactivated as
neXstage Corp.

LAWRENCE TAHLER. Mr. Tahler is a current director of neXstage since March 31,
2000. He is currently the president of Cyber Concepts Corporation since 1998.
From 1996 to January 1998, he was president and CEO of World Web Collectibles
Malls. From May 1993 through January 1996 he served as president and CEO of
Lease Consultants International, Inc. From April 1987 through April 1992, he
served as president and CEO of Horizon Investment Group, Ltd. From 1982 through
1986, he was employed as president and CEO of Capital Venture Group, Ltd.

Lawrence Tahler entered the sales field after military service and worked in a
variety of industries, including group health plans and real estate. In the mid
1970s he started his first company--buying, remodeling, and reselling homes. In
the late 70's he began applying an emerging technology to business needs by
initiating a computerized property-search service. Later, as president and CEO
of Capital Venture Group, Ltd., he used new business strategies in the
development of capital acquisitions and resale; then, on a larger scale, as
president and CEO of Horizon Investment Group, Ltd. In the mid 1990s, working in
commercial-lease auditing, he saved clients hundreds of thousands of dollars. In
1996 Larry Tahler founded World Web Collectibles Malls, a unique Internet-based
shopping center that developed and owned Cyber Shopping Centers; it merged into
Cyber Concepts Corporation in 1998.

TOM E. HAYS. Mr. Hays is a Director of neXstage, and has been so employed since
its inception. He is also the President and Director of Platinum Pearls, Inc.,
as has been such since its inception. Mr. Hays is an accomplished photographer,
artist, and a published songwriter, music producer, cinematographer, graphic
designer and video producer. In 1987, Mr. Hays took over leadership of an
Oklahoma company engaged in the "quick oil change" business, turned Pit Stop
Auto Center into a profitable position, and took it public. Pit Stop Auto
operated 38 quick oil change auto service centers in Oklahoma, Texas and
Arizona. In 1980, Mr. Hays was engaged in the oil and gas business, buying and
brokering oil and gas mineral leases and generating drilling prospects, which he
sold to oil and gas drilling companies. He founded Edgewater Energy Corporation
and was the sponsor and general partner of five successful oil and gas drilling
limited partnerships, which participated in the drilling and discovery of over
fifty oil and gas wells, many of which are still producing. In 1978, he founded
"facts: Marketing and Economics Research Corporation" and developed a radio
research product, "the Radio Audience Profile" which grew to service 105 radio
markets across the United States. In 1971, he purchased United Concepts, Inc.,
an advertising agency, and managed both retail and industrial advertising
accounts for a variety of clients. In 1960, he founded Midwest Optical, Inc.,
and opened a retail optical dispensary in Midwest City, Oklahoma, which expanded
to three stores before selling to a larger chain of stores. Mr. Hays attended
Phillips University in Enid, Oklahoma.

TIM JOHNSTON. Mr. Johnston was the Vice President Operations/Capital Formation
and director of neXstage from March 31, 2000 until October 31, 2001 at which
time his employment was terminated. From March 1999 to the present, he has
served as an independent financial consultant, developing business plans and the
raising of venture capital. From January 1999 through April 1999, he was
employed as a partner of Soyuz Advisors in Moscow, Russia, developing and
implementing a business plan to fund a $10 million private deal concerning the
conversion of a high tech military plant to a non-military enterprise. From May
1997 through November 1998, he was employed by Alfa Asset Management, in Moscow,
Russia, as Executive Director of Marketable Securities. From October 1995
through April 1997, he served as Senior Sales/Trader in funds, hedge funds, and
high net worth individuals for Rinaco Plus Securities. From December 1994
through October 1995, he acted as Director of Business Development for C.A. &
Co., a Russian brokerage house in Moscow. From May 1994 through November 1994,
he worked as Operation and Logistics Consultant for Reebok Russia. From 1992
through 1994, he worked as owner and director of sales and marketing for
Johnston Medical Supply. Mr. Johnston holds a B.S. in International Business
Management from Arizona State University, 1994.

JAY QUINN. Mr. Quinn was the Vice President of neXstage from March 31, 2000
until October 31, 2001 at which time his employment was terminated. From August
1, 1996 through August 31, 2000, he served as the president of Potomac Capital,
a business development firm which specialized in making investments for new
technology firms, structuring of public offerings, and underwriting of publicly
held securities. From 1989 through 1996, he was the founder of Potomac Home
Mortgage Corp., the largest mortgage brokerage firm in Maryland. From 1977
through 1981, he was president and CEO of Eagle Financial Group, Ltd. From 1978
through 1981, he also served as president and CEO of Realty Data Corporation.

ALAN HASHAM. Mr. Hasham was the Vice President Technology for neXstage from
March 1, 2000 until October 31, 2001 of at which time his employment was
terminated. He is a highly experienced business development and e-business


                                       9
<Page>

technology consultant. In the late 1960s he received a B.S. degree in Electrical
Engineering from London University, then an advanced diploma in the fast-growing
new field of Computer Science. For more than 30 years he has worked in
management and advisory positions in a wide variety of enterprises, including
Compaq Computer Corporation, ITT Courier Terminal System, Sperry Univac, and a
major health care provider in Massachusetts. Well acquainted with major
technologies used in most computer systems, he has conducted successful
consulting engagements that address business issues requiring strategic planning
and tactical information services, architecture consulting, archival and
retrieval design and implementation, business development, and program
management.

COMPLIANCE SECTION 16(a) OF THE EXCHANGE ACT - BENEFICIAL OWNERSHIP REPORTING

Section 16(a) of the Securities Exchange Act of 1934 requires officers and
directors, and persons who beneficially own more than ten percent of a
registered class of neXstage's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish neXstage with copies of all Section 16(a)
forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, we believe that, during
the fiscal year ended March 31, 2002, all filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation paid by our
Company to its Chief Executive Officer and all other executive officers for
services rendered during the fiscal year ended March 31, 2002. Effective March
1, 2000, we entered into a written employment agreement with Alan Hasham, and
agreed to pay him $96,000 per year. Effective September 1, 2000, we entered into
a written employment agreements with Jay Quinn and Tim Johnston, and agreed to
pay them each $96,000 per year; and effective September 1, 2000, we entered into
a written employment agreement with Edward Crosby and agreed to pay him $240,000
per year. During October 2001, an agreement was reached with Johnston, Quinn and
Hasham to terminate their employment agreements in return for the issuance of
shares of common stock of the Company as described below.

There were no grants of options or SAR grants given to any executive officers
during the last fiscal year.

<Table>
<Caption>

                                       ANNUAL COMPENSATION
                                      ---------------------
NAME AND POSITION                         SALARY                    BONUS                 DEFERRED SALARY
-----------------                         ------                   -------               -----------------
<S>                        <C>              <C>                   <C>                           <C>
Edward Crosby              2002             0                     620,000 Shares (1)            0
CEO and Chairman           2001             0                   1,180,000 Shares (1)            0

David S. Smith             2002             0                         0                         0
President                  2001             0                      20,000 Shares (2)            0

Jeffrey M. Proper
Chief Council              2002             0                         0                         0
Director                   2001             0                     100,000 Shares (3)            0

Jay Quinn                  2002             0                     721,000 Shares (4)            0
Vice President             2001             0                     546,000 Shares (4)            0

Tim Johnston               2002             0                     685,000 Shares (5)            0
Vice President             2001             0                     536,000 Shares (5)            0

Alan Hasham                2002                                    58,000 Shares (6)            0
Vice President             2001             0                      26,000 Shares (6)            0

</Table>

(1) Restricted shares issued in accordance with his employment agreement.

(2) Restricted shares issued for Director's duties - he has no employment
    contract and is paid no salary.

(3) Restricted shares issued for services.


                                       10
<Page>

(4) Restricted shares issued in lieu of salary and in accordance with his
    employment contract. The shares issued in 2002 were upon his termination.

(5) Restricted shares issued in lieu of salary and in accordance with his
    employment contract. The shares issued in 2002 were upon his termination.

(6) Restricted shares issued in lieu of salary and in accordance with his
    employment contract. The shares issued in 2002 were upon his termination.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of neXstage as of the end of the fiscal
year, 2002, by (i) each person who is known by neXstage to be the beneficial
owner of more than five percent (5%) of the issued and outstanding shares of
common stock, (ii) each of neXstage's directors and executive officers, and
(iii) all directors and executive officers as a group.



NAME AND ADDRESS                 NUMBER OF SHARES        PERCENTAGE OWNED (1)
----------------                 ----------------        --------------------

David S. Smith                     9,549,286                    32.13%
Deltron Corporation
P.O. Box 2057
Prescott, AZ 86032

Edward Crosby                      6,809,000                    22.91%
4022 E. Lupine Ave.
Phoenix, AZ 85028

Lawrence Tahler                    4,372,500                    14.71%
P.O. Box 430
Whitefish, MT 59937

Tom E. Hays                        2,778,981                     9.35%
1706 Spring St.
St. Helena, CA 94574

Jeffrey M. Proper                     376,675                    1.27%
3550 N. Central #1200
Phoenix, AZ 85012

Directors & Officers               23,886,442                   80.38%
As A Group
--------------------

(1) Percentages of beneficial ownership are based on 29,717,086 shares
    outstanding as of September 30, 2002.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 12, 2002, the Board of Directors approved a transaction in which
Directors Edward Crosby and Jeffrey M. Proper in their capacity as members of
ECJP Investments, L.L.C., proposed to purchase a total of 5,000,000 restricted
common shares of the corporation in return for $50,000 cash. In order to
facilitate the restructure of the capital of the corporation and reduce any
dilution which will occur from this transaction. David S. Smith, President and
Director has agreed to return and retire a total of 3,500,000 shares of common
stock. Smith will receive no compensation of any kind for the return of these
shares. As of September 20, 2002, the parties have deposited $20,000 of the
required total.



                                       11
<Page>

ITEM 13. INDEX TO EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Report of Independent Certified Public Accountant dated September 20, 2002
Financial Statements
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to Consolidated Financial Statements

(b) Reports on Form 8-K:  None

(c) Exhibits

<Table>
<Caption>

EXHIBIT
NUMBER           DESCRIPTION                                                   METHOD OF FILING
--------         -----------                                                   ----------------

<S>                                                                            <C>
 3.1 *           Articles of incorporation                                     (Incorporated by Reference to
                                                                               Exhibit 3.1 to Form 10SB filed on
                                                                               January 12, 2000)

 3.1a*           Certificates of Amendment to articles of                      (Incorporated by Reference to
                 incorporation                                                 Exhibit 3 to Form 8K filed on
                                                                               February 2, 2001)

 3.1b*           Articles of Merger                                            (Incorporated by Reference to
                                                                               Exhibit 3 to Form 8K filed on
                                                                               January 12, 2000)

 3.2*            By laws                                                       (Incorporated by Reference to
                                                                               Exhibit 3.3 to Form 10SB filed on
                                                                               January 12, 2000)

 4*              Specimen certificate of common stock                          (Incorporated by Reference to
                                                                               Exhibit 4.1 to Form 10SB filed on
                                                                               January 12, 2000)

 10*             Agreement of Plan of Reorganization and Merger                (Incorporated by Reference to
                                                                               Exhibit 3 to Form 8K-A filed on
                                                                               February 2, 2001)

99.1             Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                 Sabananes-Oxley Act of 2002.

</Table>

* Incorporated by reference as indicated.



                                       12
<Page>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


neXstage Corp.


/s/ DAVID S. SMITH
------------------------
David S. Smith, President and Director
Dated:  October 22, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<Table>
<Caption>

SIGNATURE                          TITLE                                    DATE
---------                          -----                                    ----
<S>                                <C>                                      <C>
/s/ DAVID S. SMITH                 President, Director and                  November 21, 2002
------------------------           Chief Financial Officer

/s/ R. EDWARD CROSBY               Chairman, CEO,                           November 22, 2002
-----------------------            Secretary, Director
</Table>



                                       13

<Page>

                                 neXstage Corp.
                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                       PAGE



Report of Independent Public Accountants                                F1

Consolidated Balance Sheet                                              F2

Consolidated Statements of Operations                                   F3

Consolidated Statements of Stockholders' Equity                         F4

Consolidated Statements of Cash Flows                                   F5

Notes to Consolidated Financial Statements                           F-6 - F-9




                                       14
<Page>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


Board of Directors
neXstage Corp.
Phoenix, Arizona

We have audited the accompanying consolidated balance sheet of neXstage Corp. (a
Nevada corporation in the development stage), as of March 31, 2002, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended March 31, 2002 and 2001 and the amounts included in
the cumulative amounts for the period from April 1, 2000 to March 31, 2002. The
consolidated financial statements are the responsibility of management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. We did not audit the financial statements of the
Company for the period from inception through March 31, 2000 which are included
within the Accumulated During the Development Stage totals of the statements of
operations and cash flows and reflect a cumulative total net loss of 3 percent
of the related totals. Those statements were audited by other auditors whose
report expressed an unqualified opinion on those financial statements. Our
opinion, insofar as it relates to amounts that are included within the
Accumulated During the Development Stage totals of the statements of operations
and cash flows for the period from inception to March 31, 2000, is based solely
upon the report of the other auditor.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of neXstage Corp. as of
March 31, 2002, and the results of their operations and their cash flows for the
years ended March 31, 2002 and 2001 and the amounts included in the cumulative
amounts for the period from April 1, 2000 to March 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has nominal assets and no current
operations with which to create operating capital. The Company has an
accumulated deficit at March 31, 2002. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plan in
regard to these matters is also discussed in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Pannell Kerr Forster of Texas, P.C.
Houston, Texas
September 20, 2002


                                       F-1
<Page>


                                 NEXSTAGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002

<Table>
<Caption>
                                     ASSETS

<S>                                                              <C>
CURRENT ASSETS:
  Cash and cash equivalents                                      $       644
                                                                 -----------

      Total current assets                                               644

PROPERTY AND EQUIPMENT, net                                            3,007

OTHER ASSETS                                                             799
                                                                 -----------

TOTAL ASSETS                                                     $     4,450
                                                                 ===========

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                               $    59,941
  Accounts payable, related party                                        259
  Note payable, related party                                         16,000
                                                                 -----------


      Total liabilities                                               76,200
                                                                 -----------


COMMITMENTS AND CONTINGENCIES                                           --

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock - $0.001 par value;
  100,000,000 shares authorized;
  no shares issued and outstanding                                      --
Common stock -$0.001 par value;
  100,000,000 shares authorized;
  29,717,086 shares issued and outstanding                            29,717
Additional paid in capital                                         4,045,494
Deficit accumulated during the development stage                  (4,146,961)
                                                                 -----------

      Total stockholders' equity (deficit)                           (71,750)
                                                                 -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             $     4,450
                                                                 ===========

</Table>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-2
<Page>


                                 NEXSTAGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                                                           ACCUMULATED
                                                                    YEARS ENDED MARCH 31,                  DURING THE
                                                              ----------------------------------           EVELOPMENT
                                                                  2002                  2001                 STAGE
                                                              ------------          ------------          ------------
<S>                                                           <C>                   <C>                   <C>
REVENUES                                                      $       --            $       --            $       --

GENERAL AND ADMINISTRATIVE EXPENSES                                377,386               470,002               873,358
                                                              ------------          ------------          ------------

NET LOSS FROM OPERATIONS                                          (377,386)             (470,002)             (873,358)

OTHER INCOME                                                          --                   1,077                 1,077
                                                              ------------          ------------          ------------

NET LOSS                                                      $   (377,386)         $   (468,925)         $   (872,281)
                                                              ============          ============          ============

PER SHARE INFORMATION:
   Net loss per common share - basic and diluted              $      (0.01)         $      (0.02)         $      (0.03)
                                                              ============          ============          ============

   Basic and diluted weighted average number of
      common shares outstanding                                 28,744,024            25,154,907            26,955,207
                                                              ------------          ------------          ------------

</Table>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-3
<Page>

                                 NEXSTAGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


<Table>
<Caption>
                                                           COMMON STOCK         ADDITIONAL    DEFICIT ACCUMULATED        TOTAL
                                                                      PAR         PAID IN         DURING THE          STOCKHOLDERS'
                                                      SHARES         VALUE        CAPITAL      DEVELOPMENT STAGE    EQUITY (DEFICIT)
                                                    -----------   -----------   -----------    ------------------   ----------------
<S>                                                  <C>          <C>           <C>               <C>                  <C>
Balance at March 31, 2000                            24,185,540   $    24,185   $ 3,276,808       $(3,300,650)         $       343

Common stock issued for services                        196,370           198        42,602              --                 42,800

Common stock issued for compensation to officers,
  employees and directors                             2,805,630         2,805       277,757              --                280,562

Common stock issued for cash                            206,250           206       206,044              --                206,250

Net loss                                                   --            --            --            (468,925)            (468,925)
                                                    -----------   -----------   -----------       -----------          -----------

Balance at March 31, 2001                            27,393,790        27,394     3,803,211        (3,769,575)              61,030


Common stock issued for services                         49,346            49         7,714              --                  7,763

Common stock issued for compensation to officers,
   employees and directors                            2,263,450         2,263       224,080              --                226,343

Common stock issued for cash                             10,500            11        10,489              --                 10,500

Net loss                                                   --            --            --            (377,386)            (377,386)
                                                    -----------   -----------   -----------       -----------          -----------

Balance at March 31, 2002                            29,717,086   $    29,717   $ 4,045,494       $(4,146,961)         $   (71,750)
                                                    ===========   ===========   ===========       ===========          -----------


</Table>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



                                      F-4
<Page>

                                 NEXSTAGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                                                                           ACCUMULATED
                                                                         YEARS ENDED MARCH 31,             DURING THE
                                                                      ----------------------------         DEVELOPMENT
                                                                         2002               2001              STAGE
                                                                      ---------          ---------         -------------
<S>                                                                   <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss accumulated during the development stage               $(377,386)         $(468,925)         $(872,281)
        Depreciation                                                        151               --                  241
        Common stock issued for services                                  7,763             42,800             50,563
        Common stock issued for compensation                            226,343            280,562            506,905
      Changes in operating assets and liabilities
        Accounts receivable - related party                                 186               (186)              --
        Accounts payable                                                 28,159              8,766             37,099
        Accounts payable, related parties                                 7,722             10,000             20,222
        Accrued salaries                                                (20,966)            20,966               --
                                                                      ---------          ---------          ---------

           Net cash used in operating activities                       (128,028)          (106,017)          (257,251)
                                                                      ---------          ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                       (350)            (2,448)            (3,248)
  Proceeds from sale of investments                                        --                 --                2,000
  Purchase of other assets                                                 (649)              (150)              (799)
                                                                      ---------          ---------          ---------

           Net cash used in investing activities                           (999)            (2,598)            (2,047)
                                                                      ---------          ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                                10,500            206,250            216,750
   Repayment of advances from stockholder                                  --                 (500)            (1,800)
   Borrowings of note payable, related party                             20,000             20,000
   Repayment of note payable, related party                              (4,000)            (4,000)
   Common stock exchanged for investments                                  --                 --               22,100
                                                                      ---------          ---------          ---------

           Net cash provided by financing activities                     26,500            205,750            253,050
                                                                      ---------          ---------          ---------

NET INCREASE (DECREASE) IN CASH                                        (102,527)            97,135             (6,248)

CASH AND CASH EQUIVALENTS, beginning of period                          103,171              6,036              6,892
                                                                      ---------          ---------          ---------

CASH AND CASH EQUIVALENTS, end of period                              $     644          $ 103,171          $     644
                                                                      =========          =========          =========

NON-CASH TRANSACTIONS:

   Common stock issued for services                                   $   7,763          $  42,800          $  50,563
   Common stock issued for compensation                               $ 226,343          $ 280,562          $ 506,905


</Table>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       F-5


<Page>

                                 NEXSTAGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

neXstage Corp. (the Company or neXstage) was incorporated under the laws of the
State of Nevada in September 1993 under the name Baja International Foods, Inc.
On March 31, 2000, neXstage entered into an agreement and plan of merger and
reorganization with Cyber Village, Inc., the final terms of which were
consummated on August 30, 2000. It changed its name to neXstage effective
September 30, 2000, and developed a new plan of operations. The Company has been
in the development stage since September 30, 1993. The Company plans to operate
as a business accelerator, providing expansion assistance to companies which
have been in operation from three to five years in the areas of management,
marketing, finance, human resources, web development and information technology,
accounting and legal, business model analysis and business development.

STOCK SPLIT

In August 2000, the Company authorized a 2.3481106 for one stock split. The
share information in the accompanying financial statements has been
retroactively restated to reflect the effect of the stock split.

BASIS OF CONSOLIDATION

The financial statements reflect the financial position and results of
operations of neXstage Corp. and its wholly-owned subsidiary, Cyber Village,
Inc. All intercompany amounts have been eliminated in consolidation.

RECLASSIFICATIONS

Certain prior year balances have been reclassified to conform to current year
presentations. These reclassifications had no effect on net loss or equity as of
or for the year ended March 31, 2001.

CASH AND CASH EQUIVALENTS

The Company considers all investment instruments purchased with a maturity of
three months or less to be cash equivalents.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 107, DISCLOSURE ABOUT
FAIR VALUE OF FINANCIAL INSTRUMENTS requires the disclosure of the fair value of
off-and-on-balance sheet financial instruments. The estimated fair value of
financial instruments is determined by the Company using available market
information and valuation methodologies. The carrying amounts of cash
equivalents, accounts receivable, accounts payable and notes payable approximate
fair value due to their short-term nature.

CONCENTRATION OF CREDIT RISK

The Company maintains its cash with a major U.S. bank. From time to time, cash
amounts may exceed the FDIC insured limits of $100,000. The terms of these
deposits are on demand to minimize risk. The Company has not incurred losses
related to these deposits.

REVENUE RECOGNITION

The Company recognizes revenue when consulting services are performed and
billed.



                                      F-6
<Page>

                                 NEXSTAGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ADVERTISING COSTS

The Company expenses advertising costs as incurred. Total advertising costs
expensed during the years ended March 31, 2002 and 2001 was approximately
$11,500 and $7,900, respectively.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost and is comprised of furniture and
equipment. Depreciation and amortization is provided using the straight-line
method over five to seven years. Total accumulated depreciation as of March 31,
2002 is $241.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the basis for financial and income tax
reporting. The deferred tax assets and liabilities represent the future tax
return consequences of those differences, which will either be taxable or
deductible when the assets and liabilities are recovered or settled. Deferred
taxes also are recognized for operating losses that are available to offset
future income and tax credits that are available to offset future federal income
taxes.

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares of common stock outstanding during the
period. Diluted earnings (loss) per share is computed by dividing the net income
(loss) by the weighted average number of common shares outstanding plus the
number of additional common shares that would have been outstanding if all
dilutive potential common shares had been issued, using the treasury stock
method. Potential common shares are excluded from the computation when their
effect is antidilutive.

NEW ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated or completed after June 30, 2001. SFAS
No. 141 also specifies criteria that intangible assets acquired in a purchase
method business combination must meet to be recognized and reported apart from
goodwill. SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
SFAS No. 142 also requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of".

The provisions of SFAS No. 141 are effective immediately. The provisions of SFAS
No. 142 are effective for fiscal years beginning after December 15, 2001.
Earlier adoption is permitted for entities with fiscal years beginning after
March 15, 2001 but not required.

SFAS No. 141 will require that upon adoption of SFAS No. 142, the Company
evaluate its existing intangible assets and make any necessary reclassifications
in order to conform to the new criteria in SFAS No. 141. Upon adoption of SFAS
No. 142, the Company plans to reassess the useful lives and residual values of
all recorded intangible assets, and make any necessary amortization period
adjustments by April 2002. In addition, to the extent an intangible asset is
identified as having an indefinite useful life, the Company will be required to
test the intangible asset for impairment in accordance with the provisions of
SFAS No. 142 by June 30, 2002. Any impairment loss will be measured as of the
date of adoption and recognized as the cumulative effect of a change in
accounting principle.


                                      F-7

<Page>

                                 NEXSTAGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company currently has no identifiable assets that fall under the provisions
of SFAS No. 141 and SFAS No. 142 thus these standards have no significant effect
on our financial position or operating results.

In October 2001, the FASB also issued SFAS No. 144, "ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS," applicable to financial statements
issued for fiscal years beginning after December 15, 2001. The FASB's new rules
on asset impairment supersede SFAS No. 121 and portions of Accounting Principles
Bulletin Opinion 30, "REPORTING THE RESULTS OF OPERATIONS." SFAS No. 144
provides a single accounting model for long-lived assets to be disposed of and
significantly changes the criteria that would have to be met to classify an
asset as held-for-sale. Classification as held-for-sale is an important
distinction since such assets are not depreciated and are stated at the lower of
fair value and carrying amount. SFAS No. 144 also requires expected future
operating losses from discontinued operations to be displayed in the period(s)
in which the losses are incurred, rather than as of the measurement date, as
presently required. The Company currently has no identifiable assets that fall
under the provisions of SFAS No. 144 thus this standard had no significant
effect on our financial position or operating results.

NOTE 2 - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company has nominal assets and
no current operations with which to create operating capital. The Company has an
accumulated deficit at March 31, 2002 of approximately $4,147,000. Management is
currently targeting potential businesses for management services and growth
potential. neXstage Corp. is still a development stage company. Its current
operations are limited to raising capital for the implementation of its planned
operations as discussed in Note 1. These factors raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

NOTE 3 - RELATED PARTY TRANSACTIONS

ACCOUNTS PAYABLE, RELATED PARTY

Included in accounts payable, related party at March 31, 2002 is $259 payable to
certain officers and employees for expenses incurred on behalf of the Company
that are reimbursable.

NOTES PAYABLE, RELATED PARTY

During the year ended March 31, 2002, the Company entered into a $20,000 note
payable agreement with a Company that is controlled by the President. Of the
amount that has been advanced under the note payable $4,000 has been repaid
leaving a remaining unpaid balance of $16,000 as of March 31, 2002. The note
payable bears interest at a fixed rate of 10% and matured on August 20, 2002.
This loan was subsequently extended for one year under similar terms and will
mature on August 20, 2003. This loan is guaranteed by the CEO of the Company
with 5,000,000 shares of common stock in the Company that he owns personally.

NOTE 4 -ACQUISITION

On August 30, 2000, neXstage Corp. acquired all of the issued and outstanding
common stock of Cyber Village, Inc., a Nevada corporation, the investment has
been recorded at historical cost in a manner similar to a pooling of interest
under APB Opinion No. 16. The merger was accounted for as of March 31, 2000, the
effective date of the merger. The Company issued 21,766,986 shares of its common
stock in exchange for 100% of Cyber Village, Inc.'s common stock issued and
outstanding.


                                      F-8
<Page>

                                 NEXSTAGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002



NOTE 5 - INCOME TAXES

The Company recorded deferred tax assets of approximately $296,000 at March 31,
2002 reflecting the benefit of approximately $872,000 in net operating loss
carryforwards, which expire in varying amounts through 2021. Realization is
dependent on generating sufficient taxable income prior to expiration of the
loss carryforwards. Management believes that the Company will not be able to
utilize the benefits of the net operating loss carryforward in the near future.
Therefore, a 100% valuation allowance has been recorded to offset the deferred
tax asset.

NOTE 6 - EMPLOYEE COMPENSATION AGREEMENTS

The Company has entered into employment agreements with four of its key
executives. These agreements provide for compensation in the form of common
stock. Common stock issued under these agreements during the year ended March
31, 2002 and 2001 totaled 620,000 and 2,026,000 shares, respectively. During the
years ended March 31, 2002 and 2001, upon issuance of these common shares the
Company recorded compensation expense of $62,000 and $202,600, respectively.

During the year ended March 31, 2002, the Company elected to terminate the
employment agreements with three executive officers in return for the issuance
of 1,464,000 shares of common stock valued at $146,400.

Common shares to be issued under the remaining employment agreement in the
future is as follows:


               YEAR ENDING
                MARCH 31,                        SHARES
              --------------                    ----------

                  2003                           620,000

NOTE 7 - EQUITY TRANSACTIONS

At this time, the Company's future operations are reliant entirely on its
ability to raise capital from the placement of its common stock. In order to
fund certain operating expenses of the Company, during the years ended March 31,
2002 and 2001, the Company issued shares of common stock of 49,346 and 196,370,
respectively, for goods and services having a value of $7,763 and $42,800,
respectively. Additionally, as referred to in Note 6 above, key executives of
the Company who are critical to carrying out our strategic business plan are
also compensated with shares of common stock. Employees other than key
executives received 179,450 and 779,630 shares of common stock, respectively,
during the years ended March 31, 2002 and 2001 as compensation having a value of
$17,945 and $77,963, respectively. During the year ended March 31, 2002 and
2001, the Company issued shares of common stock of 10,500 and 206,250,
respectively, generating cash proceeds of $10,500 and $206,250, respectively.

NOTE 8 - SUBSEQUENT EVENT

On June 12, 2002, the Board of Directors approved a transaction in which
Directors Edward Crosby and Jeffrey M. Proper in their capacity as members of
ECJP Investments, L.L.C., proposed to purchase a total of 5,000,000 restricted
common shares of the corporation in return for $50,000 cash. In order to
facilitate the restructure of the capital of the corporation and reduce any
dilution which will occur from this transaction. David S. Smith, President and
Director has agreed to return and retire a total of 3,500,000 shares of common
stock. Mr. Smith will receive no compensation of any kind for the return of
these shares. As of September 20, 2002, the parties have deposited with the
company $20,000 of the required total.



                                      F-9