<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       or

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 333-94755

                                   ----------

                         DIGITAL LIGHTHOUSE CORPORATION
             (Exact name of Registrant as specified in its charter)

                                   ----------

           DELAWARE                                      84-1334615
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                          5619 DTC PARKWAY, 12TH FLOOR
                         ENGLEWOOD, COLORADO 80111-3017
          (Address of principal executive offices, including zip code)

                                 (303) 357-3000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                         COMMON STOCK, $0.0001 PAR VALUE

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [X]

         Aggregate market value, as of April 16, 2001, of Common Stock held by
non-affiliates of the registrant: $4,071,381 based on the last reported sale
price on the Nasdaq National Market.

         Number of shares of Common Stock outstanding on April 16, 2001:
18,387,827.
<PAGE>   2

                         DIGITAL LIGHTHOUSE CORPORATION

                              INDEX TO FORM 10-K/A
                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               ----
<S>                                                                            <C>
PART III ....................................................................    3

  Item 10. Directors and Executive Officers of the Registrant ...............    3
  Item 11. Executive Compensation ...........................................    6
  Item 12. Security Ownership of Certain Beneficial Owners and Management ...   12
  Item 13. Certain Relationships and Related Transactions ...................   13

SIGNATURES ..................................................................   17
</TABLE>


                                       2
<PAGE>   3

                                    PART III

         Items 10, 11, 12 and 13 to the Annual Report on Form 10-K of Digital
Lighthouse Corporation (the "Company") for the year ended December 31, 2000, as
filed with the Securities and Exchange Commission on April 17, 2001, are hereby
amended and restated in their entirety as follows.

    ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The table below sets forth the names and ages of our directors,
including the nominees for election at our 2001 Annual Meeting of Stockholders,
and our executive officers serving of April 23, 2001:

<TABLE>
<CAPTION>
NAME                                        AGE      POSITION WITH THE COMPANY
----                                        ---      -------------------------
<S>                                         <C>      <C>
Directors whose terms expire in
2001 (nominated for re-election):
Stephen S. Hyde                              53      Director
Eric R. Wilkinson                            44      Director
Directors whose terms expire in 2002:
Steven F. Piaker                             38      Director
Rick L. Weller                               43      Director
Directors whose terms expire in 2002:
Timothy C. O'Crowley                         45      Chairman of the Board, Chief Executive Officer and
                                                     President
Harold W. Pote                               54      Director
Executive Officers who are not
directors:
G. Daniel Adams, Jr.                         42      Executive Vice President and Chief Operating Officer
Steven Q. Hansen                             36      Executive Vice President, Chief Financial Officer and
                                                     Secretary
Patrick F. O'Neal                            54      Managing Director - Business Development
</TABLE>

         Set forth below are descriptions of the backgrounds of our directors
and executive officers and their principal occupations for the past five years:

         Stephen S. Hyde has been a Director since January 2000. Since September
1999, Mr. Hyde has been Chairman of the Board of DMCare, Inc., a provider of
diabetes management over the Internet. Since December 1986, Mr. Hyde has been
Chairman and President of IG Ventures, Ltd. From September 1978 to December
1986, Mr. Hyde was Chairman of the Board and Chief Executive Officer of Peak
Health Care, Inc., a public HMO company that he founded. Prior to September
1978, Mr. Hyde was a financial advisor to the U.S. Department of Health and
Human Services, a consultant with the Health Management Group and a consultant
with Arthur Young & Company. Mr. Hyde is Chairman of the Board of Les Vergers du
Roi Corp., a privately held agricultural production and sales business.


         Eric R. Wilkinson has been a Director since February 1997. Since 1994,
Mr. Wilkinson has been employed by The Beacon Group (now JPMorgan Partners),
where he is responsible for the management of The Beacon Group III - Focus Value
Fund, LP., one of our major stockholders. From 1989 to 1994, Mr. Wilkinson was a
partner of Apax Partners & Cie Ventures S.A., a European private equity firm,
where Mr. Wilkinson shared responsibility for the firm's principal investments.
Prior to 1989, Mr. Wilkinson was a partner of Bain & Company, the strategic
consulting firm. Since November 1999, Mr. Wilkinson has served as a Director of
Spider Technologies, Inc. He is also a Director of



                                       3
<PAGE>   4

Doctors Health, Inc., Eyeweb Inc., International Components Corporation,
National Century Financial Enterprises, Inc., OnCare, Inc., The Identity Group,
Inc. and Director and President of Generac Portable Products, Inc.

         Steven F. Piaker has been a Director since May 1998. In 1994, Mr.
Piaker joined Conning & Company, an investment management and research firm
focusing on insurance and financial services industries, as Vice President and
became a Senior Vice President in 1997, where he is responsible for helping to
manage all aspects of Conning's private equity business. Conning & Company is
the managing member of Conning Investment Partners V, LLC, which serves as the
general partner of Conning Capital Partners V, L.P. one of our major
stockholders. Since November 1999, Mr. Piaker has served as a Director of Spider
Technologies, Inc. Mr. Piaker is a Director of AnnuityNet, Inc., Clark Bardes
Holdings, Inc., Intersections, Inc., MedSpan, Inc. and Sterling Autobody, Inc.

         Rick L. Weller has been a Director since May 1998. Since November 1999,
Mr. Weller has been Chief Operating Officer for Ionex Telecommunications, Inc.,
a competitive local exchange carrier. In April 1999, Mr. Weller formed Compass
Partners to develop a telecommunications company. Compass Partners was
instrumental in the formation of Ionex Telecommunications, Inc. From January
1999 to March 1999, Mr. Weller was Chief Financial Officer for USA Global Link,
Inc., an international telecom entity. From October 1997 to January 1999, Mr.
Weller was our Chief Financial Officer. From January 1990 to September 1997, Mr.
Weller was Vice President of Sprint Communications Corporation, where he was
responsible for financial management. Since November 1999, Mr. Weller has served
as a Director of Spider Technologies, Inc.

         Timothy C. O'Crowley founded the Company in 1996 and has been our
Chairman, Chief Executive Officer and President since that date. From 1994 to
1996, Mr. O'Crowley was Chief Executive Officer and a Director of FundMark
Investment Company Services, Inc., a consulting firm to the institutional asset
management industry, and Managing Director of Eden Financial Group, a consulting
firm to the financial products distribution industry. Before joining these
firms, Mr. O'Crowley was employed by E. F. Hutton and Company in numerous senior
management positions. He serves as a Director of our subsidiary Acorn, Chairman
of the Board of Directors of and a consultant to Spider Technologies, Inc., and
a Director of Northern Trust Bank of Colorado. See "Related Party Transactions -
Spider Technologies, Inc." for a description of Mr. O'Crowley's consulting
agreement with Spider.


         Harold W. Pote has been a Director since February 1999. Mr. Pote is an
Executive Vice President with JP Morgan Chase. Prior to his current position,
Mr. Pote was a general partner with The Beacon Group, a private investment,
strategic advisory and wealth management firm, which is affiliated with one of
our major stockholders, The Beacon Group III-Focus Value Fund, LP. The Beacon
Group was acquired by Chase Manhattan, now JP Morgan Chase, in May 2000. From
1984 to 1988, Mr. Pote was Chief Executive Officer of First Fidelity
Bancorporation and Fidelcor, Inc., a predecessor company. Since November 1999,
Mr. Pote has served as a Director of Spider Technologies, Inc. Mr. Pote is also
a Director of the American Craft Museum, Drexel University, MCP Hahnemann School
of Medicine and Norfolk Southern Corp., and he has served as a member of the
President's Foreign Intelligence Advisory Board.


         G. Daniel Adams, Jr. joined the Company in November 1999 as Executive
Vice President - Corporate Operations. Mr. Adams was Chief Operations Officer
from 1997 to 1999 and Chief Financial Officer from 1996 to 1997 for Switch
Manufacturing, a consumer recreational products manufacturer and marketer where
he managed all aspects of the company's operations and strategic alliances with
partners. From 1994 to 1996, Mr. Adams was Senior Director - Operations with
Kenetech Corp., a publicly traded energy provider and capital equipment
manufacturer. Prior to 1994, Mr. Adams was an executive with Black & Decker, a
management consultant with McKinsey & Company and an engineer at Schlumberger.

         Steven Q. Hansen joined the Company in November 1999 as Senior Vice
President and Chief Financial Officer. Mr. Hansen was appointed Executive Vice
President in March 2000. Prior to joining Digital Lighthouse, Mr. Hansen was
Vice President and acting Chief Financial Officer from August to October 1999,
Vice President - Finance from November 1998 to October 1999, and Senior Director
- Financial Planning and Analysis from March 1997 to November 1998 for
Convergent Communications, Inc., a publicly traded integrated communications
provider. From 1996 to 1997, Mr. Hansen was a Director of Finance for ICG
Communications, Inc., a public competitive local exchange carrier. From 1994 to
1996, Mr. Hansen was Manager of Financial Operations - Rocky Mountain division,
for Pepsi Cola Company.


                                       4
<PAGE>   5

         Patrick F. O'Neal joined the Company as a Managing Director in
September 1996 and was named Managing Director - Sales in July 1999. He served
as a member of our Board of Directors from March 1996 to January 2000. Mr.
O'Neal is also a Director of Spider Technologies, Inc. and President of our
subsidiaries, Intek Teleservices, Inc., Intek Insurance Agency, Inc. and
Brokerage Administrators Corp. He has been an officer and Managing Director for
Eden Financial Group and FundMark Investment Company Services, Inc. from 1982 to
the present. Eden and Fundmark substantially ceased operations in early 1996.
Mr. O'Neal was a National Product Manager at E. F. Hutton and Company from 1981
to 1982.

         We are not aware of any family relationships between any of the
foregoing directors and executive officers or between any executive officer and
any nominee for election as director.

         Our Certificate of Incorporation and Bylaws contain provisions
eliminating or limiting the personal liability of our directors for violations
of a director's fiduciary duty to the extent permitted by the General
Corporation Law of the State of Delaware.




                                       5
<PAGE>   6

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Exchange Act, requires our directors and executive
officers, and persons who own more than 10% of a registered class of our equity
securities, to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission and the Nasdaq National
Market. These persons are required by regulations promulgated by the Securities
and Exchange Commission to furnish us with copies of all Section 16(a) forms
they file.

         To our knowledge, based solely on its review of copies of such reports
received by it or written representations from certain reporting persons that no
other reports were required, during the year ended December 31, 2000, all of our
directors and executive officers and persons who own more than 10% of the
outstanding shares of our common stock have complied with the reporting
requirements of Section 16(a).

    ITEM 11. EXECUTIVE COMPENSATION

         The following table sets forth certain information regarding the annual
and long-term compensation for services in all capacities to the Company for the
fiscal years indicated of those persons, referred to in this Annual Report on
Form 10-K as "Named Executive Officers," who were either:

                  o        the Chief Executive Officer of the Company;

                  o        one of the other four most highly compensated
                           executive officers of the Company whose annual salary
                           and bonus exceeded $100,000; or

                  o        up to two other executive officers who would have
                           qualified under the categories listed above but for
                           the fact that the individual was not serving as an
                           executive officer of the Company at the end of the
                           2000 fiscal year.

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                   LONG-TERM
                                               ANNUAL COMPENSATION            COMPENSATION AWARDS
                                        ---------------------------------     -------------------
                                                                                  SECURITIES            ALL OTHER
NAME AND PRINCIPAL POSITIONS            YEAR        SALARY        BONUS(9)    UNDERLYING OPTIONS      COMPENSATION
----------------------------            ----       --------       --------    -------------------      ------------
<S>                                     <C>        <C>            <C>         <C>                      <C>
TIMOTHY C. O'CROWLEY...............     2000       $284,615            --            150,000            $  8,830(1)
Chairman and Chief Executive            1999        216,000       $42,000            137,500               3,930(2)
  Officer                               1998        215,000        35,000                 --               1,630(3)

G. DANIEL ADAMS(4) ...............      2000       $175,000            --            150,000            $113,268(5)
Executive Vice President and            1999         27,259       $ 5,104            100,000               1,860(5)
  Chief Operating Officer               1998             --            --                 --                  --

STEVEN Q. HANSEN(4) ..............      2000       $177,788            --            200,000                  --
Executive Vice President, Chief         1999        $33,333       $ 5,104            100,000            $ 21,061(6)
  Financial Officer and                 1998             --            --                 --                  --
  Secretary

PATRICK F. O'NEAL.................      2000       $177,500            --             25,000            $  3,259(7)
Managing Director - Business            1999        160,000       $53,000             75,000               3,260(7)
  Development                           1998        151,000        15,000             37,500               1,280(7)

PAUL TARTRE(8)....................      2000       $200,000            --             75,000            $  5,199(7)
Chief Information Officer and           1999        190,000       $35,000                 --               4,958(7)
  President - Technology                1998        136,000        45,000             37,500               4,080(7)
  Solutions
</TABLE>




                                       6
<PAGE>   7

----------


(1)  Includes life insurance premiums of $6,645 and matching 401(k)
     contributions made by us of $2,185 for the benefit of Mr. O'Crowley in
     2000.



(2)  Includes life insurance premiums of $1,730 and matching 401(k)
     contributions made by us of $2,200 for the benefit of Mr. O'Crowley in
     1999. We also paid Mr. O'Crowley $45,000 on behalf of Spider Technologies,
     Inc. for services rendered by Mr. O'Crowley to Spider. We have recorded
     this amount as a receivable owed to us by Spider.



(3)  Represents matching 401(k) contributions.


(4)  Messrs. Adams and Hansen were each hired by the Company in November 1999.


(5)  Represents relocation expenses.



(6)  Represents a signing bonus.



(7)  Represents matching 401(k) contributions.





(8)  Mr. Tartre ceased to be employed by us as of March 31, 2001, and is now
     employed by Spider Technologies, Inc.



(9)  2000 Bonuses have been earned, but not paid yet.


         The following table sets forth certain information with respect to
grants of stock options during 2000 to the Named Executive Officers pursuant to
our 2000 Stock Incentive Plan:

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                              PERCENT OF                               POTENTIAL REALIZABLE
                                                 TOTAL                                   VALUE AT ASSUMED
                                 NUMBER OF      OPTIONS                               ANNUAL RATES OF STOCK
                                 SECURITIES   GRANTED TO  EXERCISE                      APPRECIATION FOR
                                 UNDERLYING    EMPLOYEES   PRICE                          OPTION TERM(2)
                                  OPTIONS       DURING      PER       EXPIRATION      ---------------------
NAME                             GRANTED(1)     PERIOD     SHARE         DATE             5%         10%
----                             ----------   ----------  --------    ----------      --------    ---------
<S>                              <C>          <C>         <C>         <C>             <C>         <C>
Timothy O'Crowley..........       150,000         7.1%     $ 4.00      9/07/2010      $377,337    $956,245

G. Daniel Adams............        12,500         0.6%      12.00      3/23/2010        94,334     239,061
                                  137,500         6.5%       4.00      9/07/2010       345,892     876,558

Steven Q. Hansen...........        50,000         2.4%       9.72      3/01/2010       305,643     774,559
                                   12,500         0.6%      12.00      3/23/2010        94,334     239,061
                                  137,500         6.5%       4.00      9/07/2010       345,892     876,558

Patrick O'Neal.............        25,000         1.2%       4.00      9/07/2010        62,889     159,374

Paul Tartre................        14,700         0.7%      10.00      3/1/2010         92,448     234,280
                                   35,300         1.7%      10.00      3/21/2010       222,000     562,591
                                   25,000         1.2%       4.00      9/7/2010         62,889     159,374
</TABLE>

----------

(1)  Options vests in four equal annual installments commencing with the first
     anniversary of their date of grant and have a ten-year term, subject to
     earlier termination in connection with termination of employment. The
     Committee administering the 2000 Stock Incentive Plan has the authority to
     reprice outstanding options.

(2)  Assumed annual rates of stock price appreciation for illustrative purposes
     only. Actual stock prices will vary from time to time based upon market
     factors and our financial performance. No assurance can be given that such
     rates will be achieved.


                                       7
<PAGE>   8

         The following table sets forth certain information with respect to
exercisable and unexercisable options held by the Named Executive Officers as of
December 31, 2000. None of the Named Executive Officers exercised any options
during the fiscal year 2000.

   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                               NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                                          UNDERLYING UNEXERCISED OPTIONS      IN-THE-MONEY OPTIONS AT
                                               AT DECEMBER 31, 2000            DECEMBER 31, 2000(1)
                                          ------------------------------   ----------------------------
NAME                                       EXERCISABLE     UNEXERCISABLE   EXERCISABLE    UNEXERCISABLE
----                                      -------------    -------------   -----------    -------------
<S>                                       <C>              <C>             <C>            <C>
Timothy C. O'Crowley................          475,000           150,000         $0             $0

G. Daniel Adams.....................           29,233           220,767          0              0

Steven Q. Hansen....................           19,922           230,078          0              0

Patrick F. O'Neal...................          199,478           100,522          0              0

Paul Tartre ........................          249,215            88,285          0              0
</TABLE>

----------

(1)  Calculated based on the closing sales price of the Company's Common Stock
     on The Nasdaq National Market on December 29, 2000 (i.e. $0.6562), minus
     the exercise price of the option, multiplied by the number of shares to
     which the option relates.

BOARD COMPENSATION AND BENEFITS


         Our directors have not received cash or stock compensation for their
services as directors. Our directors have been and will be reimbursed for all
reasonable expenses incurred in connection with their attendance at meetings of
our Board of Directors and committee meetings of our Board of Directors.


         Directors who are not our officers or employees receive non-qualified
options for Board service under our 2000 Stock Incentive Plan. On March 24,
2000, the date of our initial public offering, each such non-employee director
received an option to purchase 10,000 shares of common stock at the initial
offering price. Thus, each of Messrs. Hyde, Piaker, Pote, Weller and Wilkinson
were granted 10,000 options on March 24, 2000 at an exercise price of $12.00 per
share. Each person who first becomes a non-employee director after our initial
public offering will receive an option to purchase 10,000 shares immediately
upon his or her initial election as a director. Each non-employee director also
receives as of the day following each annual meeting of stockholders, an
additional option to purchase 5,000 shares of common stock if that director has
served continuously as a member of our Board since the prior annual meeting. The
options have ten-year terms, but are subject to earlier termination one year
after the director ceases to provide services to us either as a director or
consultant. The initial 10,000 share options vest immediately and the annual
5,000 share options vest in full one year after the date of grant. Options will
stop vesting as of the date the director ceases to provide services to us either
as a director or a consultant. These option grants to directors are automatic
and nondiscretionary, and the exercise price of the options equals the fair
market value of our common stock on the date of grant.

EMPLOYMENT AGREEMENTS


         We entered into an employment agreement with Timothy O'Crowley dated
August 2, 1996, which was amended as of October 1, 1999, and amended again on
April 18, 2001, that provides for an annual salary of $240,000 until August 1,
2003. After that date, the agreement continues on a month-to-month basis. The
Board of Directors may increase the base salary. Mr. O'Crowley may terminate his
employment voluntarily upon 90 days' notice to us or immediately for cause if we
violate a material term of the agreement or move our headquarters from the
Denver metropolitan area. We may terminate Mr. O'Crowley's employment at any
time without cause upon 90 days' notice or immediately for cause. If Mr.
O'Crowley is terminated without cause or if he terminates the agreement for good
reason,



                                       8
<PAGE>   9



he is entitled to receive compensation equal to three times his last base
salary, paid in four equal semiannual installments, with the first being paid
upon termination. The payments are not reduced by compensation Mr. O'Crowley may
receive from other sources. In addition, some unexercised options vest and
become exercisable by Mr. O'Crowley on the date of termination without cause.
The options remain exercisable for the lesser of the maximum length of time the
option is exercisable or one year after the date of termination. We also pay for
life insurance on Mr. O'Crowley's life in the amount of $20 million of which the
first $10 million is used to repurchase Mr. O'Crowley's shares of common stock
and the balance going toward his estate and the second $10 million being paid to
us. In addition, Mr. O'Crowley also receives an automobile allowance of $6,000
per year. Mr. O'Crowley has a non-compete agreement covering a period of 18
months following termination of his employment unless he is terminated without
cause.


COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         The Compensation Committee of our Board of Directors is pleased to
present its annual report, which is intended to update stockholders on the
development of our executive compensation program. This report summarizes the
responsibilities of the Compensation Committee, the compensation policy and
objectives that guide the development and administration of the executive
compensation program, each component of the program, and the basis on which the
compensation for the chief executive officer, corporate officers and other key
executives was determined for the calendar year ended December 31, 2000.

         During the 2000 fiscal year, the members of the Compensation Committee
were Timothy C. O'Crowley, Harold W. Pote, and Rick L. Weller. Our
responsibilities are to oversee the development and administration of the total
compensation program for corporate officers and key executives, excluding Mr.
O'Crowley, and administer the executive incentive and stock plans. The Board of
Directors makes all determinations concerning the compensation paid to Mr.
O'Crowley.

Executive Compensation Philosophy

         In designing our compensation programs, we follow our belief that
compensation should reflect the value created for stockholders while supporting
the business strategies and long-range plans of the Company and the markets the
Company serves. We review and determine the compensation of the executive
officers of the Company based on a compensation program that reflects the
following themes:

         o        A compensation program that stresses the Company's annual
                  financial performance and increase in value.

         o        A compensation program that strengthens the relationship
                  between pay and performance by providing variable, at-risk
                  compensation based on predetermined objective performance
                  measures.

         o        A compensation program that will attract, motivate and retain
                  high quality employees who will enable the Company to achieve
                  its strategic and financial performance goals.

         Section 162(m) of the Internal Revenue Code of 1986, as amended,
currently imposes a $1 million limitation on the deductibility of certain
compensation paid to the Company's five highest paid executives. Excluded from
the limitation is compensation that is "performance based." For compensation to
be performance based, it must meet certain criteria, including being based on
predetermined objective standards approved by stockholders. The compensation
committee intends to design the Company's compensation to conform to Section
162(m) of the Code and related regulations so that total compensation paid to
any employee will not exceed $1 million in any one year, except for compensation
payments which qualify as "performance based." The Company may, however, pay
compensation or grant options or other rights that do not meet the
performance-based exclusion, and are thus not deductible, when sound management
of the Company so requires.

Executive Compensation Components

         On an annual basis we, in conjunction with executive management, assess
the effectiveness of the overall program and compare the compensation levels of
our executives and the performance of the Company to the


                                       9
<PAGE>   10

compensation received by executives and the performance of similar companies.
For 2000, the primary market comparisons were made to a broad group of similar
companies, adjusted for size and job responsibilities. Data sources include
industry survey groups, national survey databases, proxy disclosures and general
trend data, which are updated annually. The Board has from time to time engaged
a consulting group to assist in the assessment of our company's executives
compensation. The following is a discussion of the principal components of the
executive compensation program for fiscal 2000, each of which is intended to
serve our overall compensation philosophy.

         Base Salary. Each executive's salary is reviewed individually on an
annual basis. Salary adjustments are based on the individual's experience and
background, performance during the prior year, the general movement of salaries
in the marketplace, and the Company's financial position. We believe that
overall, the base salaries of the corporate officers and key executives were
established in 2000 on the basis of the similar companies both in size, scope
and performance of duties.


         Performance Incentive Compensation. We administer an incentive
compensation program for executive officers as well as all eligible employees.
The goal of the incentive compensation program is to reward participants in
proportion to the performance of the Company and/or the business unit for which
they have direct impact. The compensation committee approves the program at the
beginning of each year. The level of award is based upon the Company's results.
The performance measurements for all participants in 2000 were the Company's
operating results. Awards under this program are usually paid out at the end of
the first quarter in the following year. The resulting performance incentive
award is a percentage of the participant's base salary, depending on the level
of employee and how close to target the Company performed. The results of the
Company during 2000 were less than expected. Due to the Company's operating
performance in 2000, 75% of the achievable incentive compensation reward was
earned in 2000 and will be paid out in 2001. As of the date of this filing, no
incentive compensation for 2000 has been paid to an executive.



         Stock Option Awards. The goal of the stock option program is to provide
a compensation program that is competitive within the industry while directly
linking a significant portion of the executive's compensation to the enhancement
of stockholder value. The ultimate value of any stock option is based on the
increase in value of the shares over the grant price. Accordingly, stock options
granted in 2000 have value only if the stock price appreciates from the fair
market value of our common stock at the date of grant. This at-risk component of
compensation focuses executives on the creation of stockholder value over the
long-term and encourages equity ownership in the Company. The Board approves all
stock option grants. The Company grants stock options to executives based on job
level, length of service with the Company, and current or past performance of
the individual. Senior executives typically receive larger grants and, as a
result, have a greater portion of their total compensation linked to increases
in stockholder value. In determining the appropriate grants, the Company
compares itself to publicly traded companies of comparable size, the noted
executive positions or those companies, and the assessment provided by outside
consultants. Options are granted at the then current market price and generally
vest over a four-year period with one-fourth of the options granted vesting each
year.



         Compensation of the Chief Executive Officer. The Chief Executive
Officer, Timothy C. O'Crowley, participates in the executive compensation
programs described in this report. The Board, however, determines the
compensation package payable to Mr. O'Crowley. Mr. O'Crowley's base salary was
$240,000 in 2000. Mr. O'Crowley's salary was based on the factors discussed
above in "Base Salary," including a review of market pay trends and according to
his employment agreement. During 2000, Mr. O'Crowley received a grant under the
2000 Stock Incentive Plan of 150,000 stock options pursuant to direction agreed
to by the compensation committee, to provide continued incentive for Company and
stock performance over time.


                                       Timothy C. O'Crowley
                                       Harold W. Pote
                                       Rick L. Weller

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Before our initial public offering, our Board of Directors did not have
a Compensation Committee and all compensation decisions were made by the full
Board of Directors. Upon effectiveness of our initial public offering


                                       10
<PAGE>   11



in March 2000, Timothy C. O'Crowley, Harold W. Pote and Rick L. Weller were
elected as members of our Compensation Committee. Mr. O'Crowley is our Chairman
of the Board, Chief Executive Officer and President. The Compensation Committee
makes all compensation decisions, except that our Board of Directors makes
compensation decisions with respect to Timothy O'Crowley. Mr. O'Crowley is
Chairman of the Board of, and a consultant to, Spider and was its Chief
Executive Officer from October 1999 to January 2000. Mr. Pote is a member of
Spider's Board of Directors. Spider does not have a Compensation Committee. In
addition, Steven Piaker and Eric Wilkinson are members of both our and Spider's
Boards of Directors. See Item 13 "Certain Relationships and Related
Transactions." No other interlocking relationship exists between our Board of
Directors or Compensation Committee and the Board of Directors or Compensation
Committee of any other company.


STOCKHOLDER RETURN PERFORMANCE GRAPH


         The following graph compares the cumulative stockholder returns on the
Company's Common Stock with the stockholder returns of the NASDAQ Stock Market
Index and a custom peer group index. The graph assumes that the value of the
investment in the Company's Common Stock and each index was $100.00 on March 24,
2000. The peer group index consists of Braun Consulting Inc., Harte-Hanks Inc.,
March First Inc., PFSWeb Inc., Sapient Corp., Scient Corp., Tanning Technology
Corp., Teletech Holdings Inc. and Viant Corp.


                 COMPARISON OF 9 MONTH CUMULATIVE TOTAL RETURN*
                     AMONG DIGITAL LIGHTHOUSE CORPORATION,
             THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP

                                    [GRAPH]

*  $100 INVESTED ON 3/24/00 IN STOCK OR INDEX -
   INCLUDING REINVESTMENT OF DIVIDENDS,
   FISCAL YEAR ENDING DECEMBER 31.

                                       11
<PAGE>   12

<TABLE>
<CAPTION>
                                             CUMULATIVE TOTAL RETURN
                                 -----------------------------------------------
                                 03/24/2000     3/00        6/00     9/00  12/00
                                 ----------    -----       -----    -----  -----
<S>                              <C>           <C>         <C>      <C>    <C>
Digital Lighthouse Corporation     100.00      76.77       45.45    24.24   5.30

NASDAQ Stock Market (U.S.)         100.00      92.28       80.24    73.83  49.43

Peer Group                         100.00      88.81       68.02    48.93  18.53
</TABLE>

    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of the record date, the amount and
percentage of the outstanding shares of our common stock that, according to the
information furnished to us, are beneficially owned by:

         o        each stockholder known by us to beneficially own 5% or more of
                  the outstanding shares of our common stock;

         o        each of our directors (two of whom are nominees for election
                  at the annual meeting);

         o        our Chief Executive Officer and the other Named Executive
                  Officers; and

         o        all of our executive officers and directors as a group.

         The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 under the Securities and Exchange Act of 1934, and
the information is not necessarily indicative of beneficial ownership for any
other purpose. Under this rule, beneficial ownership includes any shares as to
which the stockholder has voting power or investment power and any shares that
the stockholder has the right to acquire within 60 days of the record date,
through the exercise of any stock option, warrant or other right. Unless
otherwise indicated in the table or the footnotes, each stockholder has sole
voting and investment power, or shares these powers with his spouse, with
respect to the shares shown as beneficially owned.

<TABLE>
<CAPTION>
                                                                  SHARES BENEFICIALLY OWNED
                                                                  -------------------------
NAME AND ADDRESS                                                                   PERCENT
OF BENEFICIAL OWNER(1)                                             SHARES(2)      OF CLASS
-------------------                                               ----------      ---------
<S>                                                               <C>             <C>
DIRECTORS, NOMINEES AND NAMED EXECUTIVE OFFICERS:                                      %

G. Daniel Adams, Jr ............................................      43,602           *

Steven Q. Hansen ...............................................      43,750           *

Stephen S. Hyde ................................................      35,402           *

Timothy C. O'Crowley(3) ........................................   2,066,322        10.9

Patrick F. O'Neal ..............................................     271,094         1.5

Steven F. Piaker(4) ............................................      10,000           *

Harold W. Pote(5) ..............................................      13,000           *

Paul Tartre(6)  ................................................     206,178         1.1

Rick L. Weller .................................................      34,219           *

Eric R. Wilkinson(7)  ..........................................      10,000           *

All directors and executive officers as a group (10 persons) ...   2,733,567        14.0
</TABLE>


                                       12
<PAGE>   13

<TABLE>
<S>                                                               <C>             <C>
5% BENEFICIAL HOLDERS:

The Beacon Group III - Focus Value Fund, L.P. (8) ..............   4,713,759        25.6
399 Park Avenue
New York, NY 10022

Conning Capital Partners V, L.P.(9) ............................   2,601,507        14.1
City Place II, 185 Asylum Street
Hartford, CT 06103-4105

Brinson Partners, Inc. (8) .....................................   1,362,963         7.4
209 South LaSalle Street
Chicago, IL 60604-1295
</TABLE>

----------

*    Less than one percent of the shares of common stock outstanding on the
     record date.

(1)  The address of the directors and officers listed in this table is 5619 DTC
     Parkway, Suite 1200, Englewood, Colorado 80111-3061.

(2)  Includes 43,602, 43,750, 10,000, 537,500, 221,094, 10,000, 206,178, 10,000,
     34,219 and 1,116,343 shares issuable upon the exercise of options which are
     exercisable within 60 days after April 23, 2001, held by Messrs. Adams,
     Hansen, Hyde, O'Crowley, O'Neal, Piaker, Pote, Weller, Wilkinson, and all
     directors and executive officers as a group, respectively.

(3)  Excludes 62,500 shares underlying options granted to Mr. Tartre by Mr.
     O'Crowley.

(4)  Excludes 2,601,507 shares held of record by Conning Capital Partners V,
     L.P. Mr. Piaker is senior vice president of Conning & Conning, which is the
     managing member of Conning Investment Partners V, LLC, which serves as the
     general partner of Conning Capital Partners V, L.P. Mr. Piaker disclaims
     beneficial ownership of the shares held by Conning Capital Partners V, L.P.
     See footnote (8).


(5)  Excludes 4,713,759 shares held by The Beacon Group III - Focus Value Fund,
     L.P. The Beacon Group, L.P. has voting and investment power over these
     shares. Mr. Pote is Executive Vice President with JP Morgan Chase, an
     affiliate of The Beacon Group III -- Focus Value Fund, L.P.


(6)  Includes 62,500 shares underlying options granted to Mr. Tartre by Mr.
     O'Crowley.


(7)  Excludes 4,713,759 shares held by The Beacon Group III - Focus Value Fund,
     L.P. The Beacon Group, L.P. has voting and investment power over these
     shares. Mr. Wilkinson is employed by The Beacon Group, L.P. (now JP Morgan
     Partners), and serves on its investment committee, and as such, may be
     deemed to have beneficial ownership over these shares. Mr. Wilkinson
     disclaims beneficial ownership of these shares.


(8)  Based on records maintained by our transfer agent.

(9)  Based on Schedule 13G filed on February 14, 2001, represents shares held by
     Conning Capital Partners V, L.P. Conning Investment Partners V, LLC is the
     general partner of Conning Capital Partners V, L.P. Conning Investment
     Partners V, LLC and its affiliated entities, MetLife, Inc., Metropolitan
     Life Insurance Company, GenAmerica Financial Corporation, General America
     Life Insurance Company, GenAm Holding Company, Metropolitan Tower Corp.,
     MetLife CC Holding Company, Conning Corporation, Conning Inc., and Conning
     & Company, may be deemed to beneficially own these shares.

    ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEBTEDNESS OF MANAGEMENT

         In October 1999, we loaned $28,700 to Timothy O'Crowley, our Chief
Executive Officer, to assist him in paying personal taxes incurred as a result
of his receipt of Spider stock in the spin-off. This loan bears interest at


                                       13
<PAGE>   14

7.75, is due in full on September 1, 2001 and provides that one half of the loan
is forgiven on each of September 1, 2000 and 2001 if he is still employed at
those times. On September 1, 2000, one half of the loan was forgiven, leaving a
balance of principal and accrued interest on this loan on April 30, 2001 of
$16,107. On November 23, 1999, we loaned $600,000 to Mr. O'Crowley. This loan is
a full recourse note secured by 150,000 shares of Mr. O'Crowley's common stock.
The loan bears fixed interest at 10.5%. On April 30, 2001, the outstanding
principal and accrued interest on this loan was $690,250. The loan was made to
Mr. O'Crowley for his personal business and family expenditures and was approved
by the Board as being more beneficial to us than having Mr. O'Crowley reduce his
equity interest in us by selling stock. Because the current value of the stock
securing this loan is significantly less than the value of the loan, the Company
has reserved for the repayment of this loan at December 31, 2000. Should Mr.
O'Crowley repay this loan, an adjustment to our financials will be noted.



         In November 1998, we loaned $29,028 to Frank Richards, our former Chief
Operating Officer, bearing interest at 8% per year. The loan is unsecured and is
due and payable on the earlier of November 20, 2003 or whenever he may sell his
stock in an amount equal to or greater than the principal balance. Mr. Richards
may pay the note with shares of our stock valued at the fair market value at the
date of payment. Mr. Richards ceased to be employed by us in February 2000. The
outstanding balance of principal and accrued interest on this loan was $32,698
as of April 2001.



         In November 2000 we agreed to loan $200,000 to Douglass Lockyer as part
of a severance arrangement. We employed Mr. Lockyer from July 2000 to November
2000 following our acquisition of Riptide Communications, LLC. The loan bears
interest at the rate of 10% per year and is due in November 2001. The
outstanding balance of principal and accrued interest on this loan was $208,833
as of April 30, 2001.



         In February 2000, we loaned $25,000 to Steven Q. Hansen, our Executive
Vice President, Chief Financial Officer and Secretary, bearing interest at 8.5%
per year. This loan was due in February 2001, and now bears interest at 15% per
year. The outstanding balance of principal and interest was $27,802 as of April
30, 2001.


SPIDER TECHNOLOGIES, INC.


         In October 1999, we transferred the proprietary software that is used
in our WebDirect System to a newly formed subsidiary named Spider Technologies,
Inc. ("Spider"). We contributed $1 million in cash and some other assets,
primarily consisting of equipment recorded at less than $10,000, to Spider and
distributed 45,183,371 shares of Spider common and preferred stock pro-ratably,
on an as-converted to common basis, to our stockholders. We also exercised a
warrant for 1,000,000 shares of common stock of Spider that we paid to the
former Acorn stockholders. We incurred out-of-pocket costs of approximately
$380,000 in the spin-off of Spider. The spin-off was taxable to us, and the
spin-off and its tax effects are shown in our financial statements.



         Timothy O'Crowley, Steven Piaker, Harold Pote, Rick Weller and Eric
Wilkinson, who are members of our Board of Directors, and Patrick O'Neal and
Paul Tartre, two of our executive officers, are members of the board of
directors of Spider, representing, seven of the ten members of Spider's Board of
Directors. In addition, Mr. Crowley, our Chief Executive Officer and our
director, owns shares of Spider common stock, representing approximately 15.2%
of Spider's voting power. The Beacon Group III - Focus Value Fund, L.P. and
Conning Capital Partners, V. L.P., each our stockholders holding in excess of 5%
of our voting power (see "Security Ownership of Certain Beneficial Owners and
Management), own shares of Spider Preferred Stock, representing approximately
36% and 19.9% of Spider's voting power, respectively.


         We entered into several agreements with Spider as a part of the
spin-off, and afterwards, which are described below. In general, each agreement
provides that each party will indemnify the other party if it violates the
agreement. Although we generally believe that the terms of these agreements are
arms-length and consistent with fair market values, we cannot assure you that
the prices charged to or by us under these agreements are not higher or lower
than the prices that may be charged to or by unaffiliated third parties for
similar services or goods or that the other terms are the same as those that
would be agreed upon by unaffiliated parties.

         Software Ownership. We transferred to Spider ownership of the WebDirect
software code and related documentation, copyrights and intellectual property
rights. The source code and related documentation is from time to time to be
delivered to an independent escrow agent for delivery to us if Spider breaches
the agreement, goes out of business or abandons the software. Abandonment exists
if Spider:

         o        significantly fails to fulfill its maintenance and support
                  obligations, as explained below, for a period of 30 sequential
                  days;

                                       14
<PAGE>   15

         o        is notified by us of a major error in the software that
                  substantially impairs the operation of the software, the
                  problem continues for more than one hour after we notify
                  Spider, this occurs 25 days in a calendar year, and it
                  adversely affects us;

         o        substantially reduces the level of support for the software it
                  develops by not providing necessary error corrections so as to
                  adversely affect us; or

         o        announces it is going to discontinue developing, supporting or
                  maintaining the software.

         If there is an abandonment, we can use the source code to provide
direct-to-customer outsourced services and, if the abandonment is of the third
or fourth type described above or Spider goes out of business, we can use the
source code for any purpose. In addition, we have the right to retain a copy of
the source code and documentation until May 2001 to allow us to make corrections
to the software. We also have a security interest in current and future versions
of the software and related rights on which we can foreclose if Spider breaches
its agreements with us or fails to pay us royalties for 20 days.

         If Spider wishes to sell the software or related rights prior to
November 4, 2002, it must first offer them to us. It also cannot, prior to that
date, assign title or grant an exclusive license to the software to a competitor
of ours or voluntarily allow a competitor of ours to control it.

         It is also a breach if a competitor involuntarily controls Spider.
Spider has further agreed for two years not to significantly engage in the
business of providing live human interaction, via e-mail, fax or telephone, on
behalf of a client and its customers who purchase goods or services of the
client

         License Arrangements. We have a 20-year worldwide, non-exclusive
license to use and integrate the object and source code of current and future
versions of the software. During that time, we can use the source code to
develop interfaces with hardware or other software and integrate the object code
with our and our clients' systems. We can generally sublicense the software to
our clients unless Spider wishes to directly license to them, or those clients
previously breached a license with Spider for the software, or the country where
the client is located or will use the software is not a member of the Berne
Convention. In general, Spider owns all modifications to the software made by
our sublicensees or us.

         We do not pay Spider a license fee to use either the version of the
software we transferred to it or, until November 4, 2002, any new versions.
After that time, we will pay a "most favored nations" license fee for new
versions.


         Royalty. Spider agreed to pay us royalties totaling $1.45 million plus
interest of 8% per year on the unpaid amount. The royalty rate equals 4% of
Spider's net revenues from the distribution and licensing of current and future
versions of the software. Spider does not have to pay us a royalty until it has
total net revenues of $5.5 million or receives $7.5 million from the sale of
equity or convertible debt securities, whichever occurs first. In any event, the
$1.45 million plus interest is due on the earlier of November 4, 2004, or the
sale of all or substantially all Spider's assets. We assessed Spider's current
viability as a going concern and determined that there is risk to the repayment
of the royalty. In accordance with proper accounting principals, we reserved for
the repayment of this royalty at the end of 2000. Should Spider repay us, it
will have a positive impact to our financials.


         In June of 2000, we recovered approximately $0.5 million owed to us
from Spider. Through December 31, 2000, Spider's business has not performed at a
level that would indicate that assets recorded related to Spider are
recoverable. In the fourth quarter of 2000, we reserved for both the fees owed
to us and the long-term receivable based upon Spider's current financial
condition. This resulted in a net loss from Spider for the year of $0.7 million.


         Shared Personnel and Resources; Funding of Operations. Under various
agreements, we have committed to share some of our personnel and resources with
Spider for limited periods of time. In March 2001, Paul Tartre, our former Chief
Technology Officer, left us to become the President of Spider Technologies. In
the first quarter of 2000, we paid $45,000 to Timothy O'Crowley, our Chief
Executive Officer, on behalf of Spider for services rendered by



                                       15
<PAGE>   16



Mr. O'Crowley as Chairman of the Board of Spider for the six months ended March
31, 2000. Mr. O'Crowley continues to serve as Chairman of the Board of Spider,
and draws an annual salary of $90,000 from Spider. We have recorded this amount
as a receivable due from Spider. We will continue to provide support, including
capital to Spider as needed. Due to questions regarding Spider's ability to
continue as a going concern, we expect to continue to reserve for the repayment
of services provided to Spider on a monthly basis. This amount includes
providing capital for payroll and operating expenses estimated to be
approximately $400,000 per month.


         Maintenance and Support Services. Spider will provide us with
maintenance and support, technical support, installation and training services
until November 5, 2002. For maintenance and support services, we pay Spider an
amount to compensate Spider for services it provides to us or to our clients
that exceed those the Spider group provided to us prior to the spin-off. For
technical support services, we pay Spider its full employee costs plus 20%.
After November 5, 2002, Spider will provide maintenance and support on its usual
customer terms and may elect, at our request, to provide technical support
services.

         In addition, at our request, Spider will host on its servers until
November 5, 2001, current and future versions of the software for operation by
us and our clients. For that service, we pay Spider what our clients existing on
November 5, 1999, pay us for the service, and for new customers after that date
we pay Spider its out-of-pocket costs for operating the server. After November
5, 2001, Spider may continue to provide us and our clients with hosting services
at Spider's then current rates.

         Referrals. We have agreed to refer to Spider those of our clients that
wish to license current or future versions of the software, and Spider will
refer to us companies that might wish to use our outsourced communications
center services. These arrangements are for three years and are non-exclusive.
We will pay each other industry-standard commissions on the revenues generated
by any referrals, and Spider will charge our clients standard license fees.

         Infringement. In general, we are liable to Spider if we know the
software and documentation we delivered to Spider, or if a modification we made
to the software, infringes the rights of others or is not owned by us. In
general, Spider is liable to us if the software and documentation it develops
infringes the rights of others or is not owned by Spider, or if at any time a
client of ours makes a claim against us involving work done by Spider. The
claims of each party against the other are generally limited to a maximum of $5
million, and no claim can be made for the first $500,000 of claims. However,
this limitation does not apply to claims for indemnification regarding
infringement or misappropriation or, in Spider's case, claims our clients make
against us based on Spider's work.

         Taxes. If in the future our or Spider's tax liability increases
pursuant to Section 482 of the Internal Revenue Code of 1986, the other party
will pay to the party whose liability was increased an amount equal to the
reduction in tax liability payable by the other party. No payment needs to be
made until the tax benefit actually results in a recognized tax savings to the
other party on a specific amount of tax then currently due and payable. In March
2000, we and Spider entered into an amendment to our agreement regarding tax
liabilities. The amendment states that if the fair market value of the capital
stock of Spider on the spin-off date is found by a tax authority to exceed $8.1
million, Spider will indemnify us for any taxes on that excess amount.


                                       16
<PAGE>   17

                                   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.

                                   DIGITAL LIGHTHOUSE CORPORATION

                                   By: /s/ TIMOTHY C. O'CROWLEY
                                       -----------------------------------------
                                       Timothy C. O'Crowley
                                       Chairman and Chief Executive Officer
                                       (Principal Executive Officer)


                                   By: /s/ STEVEN Q. HANSEN
                                       -----------------------------------------
                                       Steven Q. Hansen
                                       Executive Vice President and Chief
                                       Financial Officer (Principal Financial
                                       Officer and Principal Accounting Officer)

         Date:  April 30, 2001

         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 indicated effective April 30, 2001

<TABLE>
<CAPTION>
                 SIGNATURE                              TITLE
                 ---------                              -----
<S>                                       <C>
       /s/ TIMOTHY C. O'CROWLEY           Chairman and Chief Executive Officer
--------------------------------------
         Timothy C. O'Crowley


         /s/ STEPHEN S. HYDE              Director
--------------------------------------
           Stephen S. Hyde


        /s/ STEVEN F. PIAKER              Director
--------------------------------------
          Steven F. Piaker


         /s/ HAROLD W. POTE               Director
--------------------------------------
           Harold W. Pote


        /s/ RICK L. WELLER               Director
--------------------------------------
           Rick L. Weller


       /s/ ERIC R. WILKINSON             Director
--------------------------------------
          Eric R. Wilkinson
</TABLE>