U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2000


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

     For the transition period from ___________ to ___________

                        Commission file number: 000-00000

                                DSTAGE.COM, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

         Delaware                                         52-2195605
------------------------------                ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation  or  organization)

1600 Broadway, Suite 2400, Denver, CO                     80202
----------------------------------------                ---------
(Address of principal executive offices)                (Zip Code)

                                 (303) 542-1802
                             ----------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered: None       Name of each exchange on which
                                           registered:  None


Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

         Check whether the issuer (1) filed all reports required 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 [ ] No [X]

         Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is 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
amendment to this Form 10-KSB. [ ]

The issuer's revenues for the year ended December 31, 2000 were $108.

The Issuer's stock is not trading on any stock exchange. The approximate
aggregate market value of Common Stock held by non-affiliates of the Registrant
was $0 as of December 31, 2000, as the Company's shares were not trading on any
exchange.

As of December 31, 2000, the issuer had 7,316,034 shares of common stock
outstanding.

     Documents incorporated by reference: None
     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                                DSTAGE.COM, INC.

                                   FORM 10-KSB

                  For The Fiscal Year Ended December 31, 2000

 INDEX

PART I
                                                                           Page
                                                                           ----
Item 1.  Description of Business .......................................     3
Item 2.  Description of Properties .....................................    15
Item 3.  Legal Proceedings .............................................    15
Item 4.  Submission of Matters to a Vote of Security Holders............    15

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.......    16
Item 6.  Management Discussion and Analysis or Plan of Operation .......    18
Item 7.  Financial Statements ..........................................    23
Item 8.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosures ....................................    35

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act .............    35
Item 10. Executive Compensation ........................................    37
Item 11. Security Ownership of Certain Beneficial Owners
          and Management ...............................................    39
Item 12. Certain Relationships and Related Transactions ................    40
Item 13. Exhibits and Reports on Form 8-K ..............................    40
Signatures .............................................................    41


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<PAGE>

Part I

Item 1. DESCRIPTION OF BUSINESS

Forward-Looking Statements
--------------------------

EXCEPT FOR HISTORICAL INFORMATION, THE FOLLOWING DESCRIPTION OF THE COMPANY'S
BUSINESS CONTAINS FORWARD-LOOKING STATEMENTS, WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
SET FORTH IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF
FACTORS.



The statements contained in this report concerning our business outlook or
future economic performance; anticipated profitability, revenues, expenses or
other financial items; and statements concerning assumptions made or exceptions
as to any future events, conditions, performance or other matters are
"forward-looking statements" as that term is defined under the Federal
Securities Laws. All statements, other than historical financial information,
may be deemed to be forward-looking statements. The words "believes", "plans",
"anticipates", "plans", and similar expressions herein are intended to identify
forward-looking statements. Forward-looking statements are subject to risks,
uncertainties, and other factors, which would cause actual results to differ
materially from those stated in such statements. Forward-looking statements
include, but are not limited to, those discussed in "Factors That May Affect
Future Results," and elsewhere in this report, and the risks discussed in the
Company's other SEC filings.

Although we believe that our assumptions underlying the forward-looking
statements are reasonable, some of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements made in
this Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements made in this Report, particularly in
view of our early stage of operations, inclusion of such information should not
be regarded as a representation by us or any other person that our objectives
and plans will be achieved.


Business Development
--------------------

Dstage.com, Inc., a Delaware corporation (the "Company") was incorporated on
October 12, 1999 to provide support, creation and restructuring services to
other development stage companies. In the summer of 1999, the founders of
Dstage.com agreed that culminating trends in venture development, venture
funding and intellectual capital creation would result in a precipitous drop in
valuations for thousands of technology driven companies worldwide. This shared
perspective caused the team to devise a new model for venture creation and
growth. The Dstage.com model attempts to substantially remove cash requirements
from the earliest stages of venture formation and replace it with knowledge,
expertise, technology and time contributed by various parties, applied directly
to prospective startups. By building a universe of service and technology
providers across as many disciplines and domains as achievable, using Dstage.com
common stock as payment, the Company plans to offer advice and resources to
entrepreneurs looking to launch novel products and ventures worldwide.

In analyzing, describing and discussing our business, we will be using certain
terms and phrases that may not be readily understood. The following definitions
are included to assist the reader in understanding our business:

         Intellectual Capital - A combination of knowledge, know-how and
         information representing the potential productive capacity with which
         to competitively develop novel products, novel services and novel
         ventures.

         B2B - (Business to Business) - Referring to one business communicating
         with or selling to another business.

         IT - (Information Technology) - Processing information by computer.

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<PAGE>

         e-commerce - (Electronic Commerce) - Doing business online, typically
         via the Web or Internet VC - (Venture Capitalist) - A person or
         organization that invests money in startup or small companies.

         Intellectual Property - New and useful technology, patents, copyrights,
         processes, products, circuits, chemicals, approaches, computer code,
         software, applications whose value is driven primarily by novelty and
         effectiveness. Intellectual property includes more than just
         copyrights, trademarks and patents; for example, customer databases,
         mailing lists, trade secrets and other business information are also
         included.

         Residual Intellectual Property Mining(TM) - existing idle or
         underperforming technology or intangible property, program code or
         resources of a third party that is licensed or purchased by Dstage.com
         for its development and use.

         Concept Affiliate - A person, an organization, or establishment
         associated with Dstage.com to provide expertise or technology to
         enhance a project, idea or segment of a development stage company.

         Concept Sponsors - An individual, organization, or establishment that
         is presenting a product, or service idea to Dstage.com in exchange for
         a fee or royalty of an accepted concept.

         Reverse Incubation - Formation or later stage business ventures that
         have failed or are failing and revitalizing them in hopes of developing
         viable business ventures.

         Venture - A risky enterprise; an unproven business enterprise involving
         risk in expectation of gain.

         Content - information, education or entertainment on the Internet,
         CD-ROMs or other software-based products.


Business Of Issuer - Plan of Operations

Dstage.com was established to pursue a self-developed approach to development
stage company formation. Using our common stock as payment, we hope to license a
critical mass of intellectual property, knowledge, expertise, software,
applications, patents, content and a host of other resources needed by
development stage enterprises. We intend to allow certain startup ventures
(Concept Sponsors) screened by our network to request access to appropriate
resources we hold in exchange for interests in their nascent ventures. To the
best of our knowledge, our model is both new, risky and unproven. However, we
believe it stands to potentially deliver benefits to entrepreneurs, technology
providers, professional service providers, early stage investors, and later
stage investors in many countries to the degree that the model effectively
reduces barriers to developing new ventures and launching new products. We hope
that by pursuing this model, Dstage.com will become the leading source for
expert support, creation, and restructuring of development stage companies
across the globe.

We plan to pursue the following business initiatives, which we consider central
to our strategy:

1.       Attempt To Acquire Resource Commitments From Concept Affiliates Across
         The Globe That We Believe Will Allow Our System And Approach To Support
         The Creation And Support Of Thousands Of Concepts Each Year For The
         Next Several Years. The resources we look to acquire from Concept
         Affiliates can be reduced to two major categories: professional
         services and technology. From our perspective, both of these components
         are central to providing intellectual capital to early stage ventures.
         Under our model, Concept Affiliates will be both motivated and
         compensated to participate in our approach by their ownership of our
         common stock and, in certain cases, by their ownership in associated
         development stage companies (Concept Sponsors) utilizing their
         intellectual capital.

2.       Complete Functional Specification And Detail Designed Of Our Online
         Venture Formation Application (The Dstage.com Application). We believe
         that delivering the mass and range of resources we intend to aggregate,
         or mine, across the large and diverse range of startups we envision
         serving, is economically infeasible without the aid of online
         applications and technologies. The financial and business process costs
         of manually matching Appropriate Concept Screeners, Concept Affiliates
         and Concept Sponsors would, in our opinion, mandate hiring an
         unacceptable level of employees requiring payment in cash. This would
         be at odds with our business model, which seeks to compensate as many
         acquisitions of resources as possible solely with equity interests in
         Dstage.com and or equity interests in ventures (Concept Sponsors)

                                        4

<PAGE>

         employing the Dstage.com approach to venture formation. To this end, we
         are pursuing development of a collection of online resources that we
         hope will increasingly automate numerous tasks and processes such as
         web site development. In doing so, we anticipate substantially reducing
         the need for paid personnel, if and as our business develops.

3.       Attempt To Engage Concept Affiliates, Service Concept Sponsors, And
         Review Potential Reverse Incubation And Residual Intellectual Property
         Mining Opportunities Manually Until The Dstage.com Application Is
         Completed. Despite our goal of automating as many tasks as possible
         through the Dstage.com Application, we believe that the realization of
         market opportunities that our model anticipates demands our continued
         development of a network of Concept Affiliates. We must also continue
         servicing Concept Sponsors as much as possible given the current limits
         of our network and reviewing opportunities for Reverse Incubation and
         Residual Intellectual Property Mining.

4.       Attempt To Acquire Resource Commitments From Concept Screeners That We
         Believe Will Insure The Integrity And Quality Of Our Community And
         Network Over The Next Several Years. We believe it is critical that our
         network of Concept Affiliates and Concept Sponsors meet certain
         standards for competency and excellence. To address this requirement,
         we intend to build a network of Concept Screeners, which will review
         opportunities prior to inclusion in the network for consideration by
         Concept Affiliates, Officers and other parties involved in our approach
         to venture formation. We believe these Concept Screeners will serve as
         "gatekeepers" of our online community. Our current approach to
         screening opportunities, which has yet to be tested in a real life
         scenario, begins with a network of professionals with diverse, but
         proven backgrounds, in Finance, Marketing, Venture Development and a
         wide range of industries providing relevant "domain" expertise. Upon
         completion of the Dstage.com Application, we plan that each proposed
         concept submitted through the Application to first be screened by 4
         independent "Concept Screeners." We plan that the prospective Concept
         Sponsor will have no direct communications with these screeners and no
         knowledge of their identity. Similarly, we anticipate that only general
         descriptions of the screening pool will be made public, with names of
         organizations and individuals participating kept private by Dstage.com.
         Under this model, each Concept Screener would cast a simple yes or no
         vote in favor or disfavor of the proposed venture. These votes would
         then determine whether or not the proposed concept makes its way into
         our network for further analysis and consideration.

5.       Continue Building Out Our Management Team Worldwide To Establish
         "Stewards" Of Our Business Model Across The Globe. We believe that
         technology, product development and venture formation are best
         supported using a global pool of inputs and collaborators. In our view,
         a management team consisting of executive officers with strong ties,
         expertise and reputations in each major international region is clearly
         critical to realizing the global goals of Dstage. We view our current,
         and anticipated future, executive officers as being primarily charged
         with stewarding the Dstage.com model by choosing opportunities,
         strategies and network participants and engaging those that further the
         Company's objectives. We believe our model for officer compensation is
         consistent with the rest of our business model, primarily rewarding
         officers with shares of our common stock. In fact, to date none of our
         officers has received any cash compensation. For the twelve months
         ending December 31, 2000, we added a Vice President of Strategic
         Acquisitions, who also serves as a Director, a Vice President of
         Business Development - Europe, a Chief Technology Officer, and two new
         members of our Board of Directors, who serve on our Audit Committee.
         All of these new executives and officers currently serve on a part-time
         basis. Over the next twelve months we hope to fill the remaining
         eighteen officer positions our model currently calls for.


Business Model

Our business model is based upon three (3) primary assumptions:

1)       We assume that entrepreneurs, inventors, developers and other parties
         conceiving new ventures, products and solutions often expend a
         preponderance of their early efforts seeking cash investments to fund
         initial development activities. In most cases, these parties do not
         hold a comparative advantage in raising funds, structuring a new
         venture, developing a comprehensive and compelling business strategy
         and recruiting vendors which share a common commitment to the new
         venture or product.

2)       By creating a critical mass of professional service providers across a
         broad range of disciplines and industries, and combining this
         experience with access to a library of licensed technologies,
         applications, code and other intellectual property, we believe a
         sufficiently large collection of intellectual capital can be developed.
         We also believe that once a large enough collection of these resources
         has been acquired and positioned for direct placement into development

                                        5

<PAGE>

         stage ventures, inventors and entrepreneurs pursuing unique concepts
         (Concept Sponsors) and engaging our approach to venture formation will
         stand to gain two key advantages over their competitors. First, we
         believe our system will decrease the time they will have to expend
         raising startup funding, since venture defining resources will be
         available for immediate use by those conceiving new ventures. According
         to our model and assumptions, this should increase the amount of effort
         Concept Sponsors can spend moving their ventures or products to the
         next stage of development. Second, we believe our system stands to
         increase both the quantity and quality of intellectual inputs during
         the earliest stages of venture development. Should this occur, we plan
         that founders of untested ventures and products engaging our approach
         will benefit from a reduction in economic risks.

         3) We assume that by compensating resource providers (Concept
         Affiliates) primarily with equity, as opposed to cash, members of our
         network and other parties using our approach stand to gain a number of
         potential benefits. We believe that parties motivated by immediate cash
         compensation typically hold a significantly shorter-term view, than
         parties compensated by equity. Although parties compensated by equity
         bear the risk that their efforts never yield positive financial
         results, they also stand to potentially gain a much higher return on
         their efforts. Under our model, Dstage.com should act as a community
         and central repository for intellectual capital poised for direct
         placement into what we hope will be promising development stage
         ventures. We plan that our model will facilitate spreading many of the
         risks, associated with contributing intellectual capital to development
         stage companies, across a growing collection of participating startup
         ventures (Concept Affiliates).


Industry

The Internet And Venture Formation

The process of launching a new venture or product places a number of demands on
entrepreneurs, inventors, developers and other parties pursuing new concepts in
the earliest stages of venture formation. The Company believes that
historically, many parties with novel concepts have been confronted with both
limited available resources and limited access to qualified sources willing to
supply cash, experience, technology or other inputs necessary to effectively
pursue concept, product and venture development. According to a 1995 White House
Sponsored study, over 300,000 growing ventures and 50,000 startups in the U.S.
are in need of equity funding each year. Still, by many accounts, the past half
a decade has experienced an increase in transfers of financial capital from
wealthy investors to venture funds and from venture funds to private, technology
companies. Although retail investors and venture capital firms have recently
been reminded of the substantial risks associated with investing in development
stage companies, the relatively high likelihood of losing one's entire
investment, we believe the actions of both of these groups provide a unique set
of market opportunities. We believe that corresponding actions taken by
traditional and emerging private equity sources over the past half-decade have
also created a unique set of market opportunities. Our model seeks to benefit
from these opportunities by attempting to address the needs and desires of a
number of parties comprising the venture development value chain.

According to a joint report by 3I Group, Plc, $99 billion in private equity and
venture capital was invested in North America in 1999, compared to just over $56
billion in 1998. During this same period, technology and Internet related
ventures commanded an increasingly dominant share of both private equity capital
and initial public offerings. In the wake of the collapse of the prices of
publicly traded technology companies, and the simultaneous devaluation of
private equity backed technology companies, we believe there is a great deal of
uncertainty concerning the future prospects of many technology firms, both
public and private. Some observers have suggested the rapid increases in
technology investments over the past half decade has resulted in an "oversupply"
of technology. As a result, we believe technology vendors, as well as
professional service organizations servicing technology vendors, face more
difficulty in converting their expertise and intellectual property into revenue
than they may have faced a year ago. We believe these challenges may potentially
benefit our business model by making certain companies more open to exchanging
their expertise and technology for our common stock, as a means of diversifying
market risk, broadening their potential sales outlets and continuing to
participate in the development of untested solutions without having to risk
material amounts of cash.

Prior to the widespread use and availability of the Internet amongst development
stage companies, private and public equity concerns and the public at large, we
believe the costs associated with exchanging information would have made global
pursuit of our model highly unattractive. Even with advances in communications
mediums, like the Internet, we believe private venture funds and other sources
of private equity are confronted with a cost benefit dilemma which makes funding
startup ventures less appealing than participating in larger transactions,
either in an early stage of growth or an expansion stage. Our business model can
give companies a competitive advantage.

                                        6

<PAGE>

Principal Products, Services and Markets-Venture Formation and Network Access

Our operations are still in the early stages of development and the services we
hope to deliver require significant refinement, effort and resources before we
plan to deliver any meaningful offerings to the markets we hope to serve. We do
have a plan identifying the services we hope to offer should such refinement,
efforts and resources be successfully undertaken. We describe the core services
we plan to develop as "Venture Formation" and "Network Access." Should such
services be successfully developed, we plan to direct these services towards
entrepreneurs, inventors and developers trying to launch new products or
ventures ("Concept Sponsors"). To take advantage of the venture formation
process that we hope to deliver, our plan proposes that Concept Sponsors will
first have to gain access to our network of resources for development stage
companies (our planned network of Concept Affiliates). This plan anticipates
granting access to our network only after 1) Being successfully screened for
further consideration through our planned network of "Concept Screeners", 2)
Appearing to hold potential synergies between the Concept Sponsor and our
professional resources that are available for direct placement into the proposed
concept and 3) Paying a Network Access Fee with shares in the new venture, cash
or a combination of both. Under this plan, prospective Concept Sponsors will
have to submit a description of their proposed venture and or product, along
with background information on the principals, their perceived market
opportunity, how much time and financial capital has been invested to date and
what existing commitments of time and other resources they have secured for the
near future. We plan that this submission will occur using an online
application, aided with an interactive presentation that will be used to insure
compliance with our needs through real-time support and education. Once
submitted, we expect our planned systems to enable assigning Concept Screeners
to review the prospective Concept Sponsors. The current model also assumes that
four (4) Concept Screeners will cast simple yes or no votes indicating whether
or not they feel the Concept merits further consideration for inclusion in our
network. If yes votes prevail, the plan calls for a Concept Administrator to be
assigned to compare the needs of the proposed Concept Sponsor with the ability
of our professional resources to meet those needs and create a competitive
advantage. If so, we plan to assess a Network Access Fee, payable in shares of
the new venture or a combination of cash and shares in the new venture. We
intend to price the Network Access Fee in a manner that will cover our costs for
screening and administering new concepts.

During the Concept Administrator's review, resources we hope to hold rights to,
generally in the form of professional services and licensed technology, should
be tentatively committed based on the Concept Sponsor's needs. In exchange for
these resource commitments, we plan to receive additional interests in the
Concept Sponsor's project. In addition, the plan calls for the Concept
Administrator to assess potential Concept Affiliates that might be willing and
able to commit additional resources in exchange for direct interests in the new
venture. Based on this planned assessment, the model calls for a "broadcast" to
be sent online to relevant affiliates, and at a higher level, to the network at
large. To support the ongoing progression of venture growth and formation, our
plan calls for development of a collaborative application for use by our Concept
Sponsors and Concept Affiliates. As resources are committed alongside those
Dstage plans to commit directly, we believe a higher quality foundation will be
established, consisting of many direct inputs needed to move selected concepts
to the next stage of development and increase the likelihood of successful
growth thereafter.


Network Utilization and The Concept Affiliate Exchange

For our model to be successful, we must acquire a large collection of Concept
Affiliates across a wide range of disciplines, technology and experience. Should
we develop such a network, we believe an opportunity for Concept Affiliates to
interact in two ways will extend beyond our focus of assisting venture
formations. First, we believe many of these anticipated Concept Affiliates may
have interests beyond our general intended focus on Information Technology, Life
Sciences and Advanced Materials. As a result, they may still want to utilize the
experience, solutions and connections of other members within the network of
Concept Affiliates our plan calls for which would trigger a Network Utilization
Fee. Our model calls for pricing this fee at a small fraction of the value of
any merger or transaction between our Concept Affiliates. Second, we believe the
quality of Concept Affiliates we seek to engage, along with their interest and
ability to serve development stage companies, will facilitate these independent
mergers and transactions between Concept Affiliates. While this exchange is not
central to our mission, we believe such a feature stands to further generate the
loyalty and support that we hope to obtain from all of our Concept Affiliates.

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Reverse Incubation

We believe that the over funding of early stage Internet companies which did not
have sound business models led to the failure of many of these ventures. Part of
our strategy involves providing alternatives to certain technology firms,
including Internet companies, headed for failure. One alternative for such
companies is to license their technology to us in exchange for shares of our
common stock. However, in cases where the probability of the licensing venture
failing, we plan to seek options on core technology components in exchange for
additional shares of our common stock. Another alternative involves failing
ventures engaging our services in exchange for a fee, payable in shares of their
common stock, cash or a combination of both. Using our planned network of
Concept Affiliates, we hope that such engagements, if any, will involve us
redirecting the core intellectual assets of these struggling companies to
potentially productive markets. Ideally, these services will facilitate the sale
or transfer of these ventures to VC firms, competing or complementary ventures,
or other entities wishing to operate the ventures.


Professional Services Content

Our plan also calls for aggregating certain professional services content
relevant to development stage companies. We hope to accomplish this by paying
industry experts with stock in the Company. For this ownership consideration,
the plan calls for each content provider to supply Dstage with 5 years worth of
intellectual property or content to be updated at least annually. We realize
that while the separate economies of the world are melding into one global
economy, most companies will always have regional needs. Therefore, our plan is
that as we recruit industry experts, an eye will be placed on ensuring the pool
of experts is not only functionally diverse, but also geographically diverse. In
addition, we intend to license additional content from established third party
sources in exchange for shares of our common stock. We hope this content will
aid the decision-making processes of our planned Concept Sponsors, Concept
Affiliates and the extended development communities we hope to serve.


Dstage Indexes

We also plan to develop a collection of proprietary indexes which track
development stage activities as measures by certain groups of publicly traded
companies. Our planned indexes are planned to be comprised of a Dstage 100,
Dstage Bio Index, Dstage IT Index and a Dstage Advanced Index. The Dstage 100
will feature the top 100 public Dstage companies, as determined by our executive
staff. The Dstage Bio Index will be a proprietary ranking of selected private
biotechnology and life sciences firms. The Dstage IT Index will list a
proprietary ranking of selected private Information Technology firms, while the
Dstage Advanced Index will include proprietary rankings of selected private
advanced products and materials firms.


Research

We also plan to provide research and advice on many of the technology and
development markets that we hope to serve. As with our other offerings, we hope
to gain access to this research through licenses acquired in exchange for our
common stock. Should we successfully gain access to such research, we plan for
our entire value chain to benefit, including Concept Affiliates, Concept
Sponsors and our extended online community. Our plan calls for senior executives
at client companies to utilize this research to make informed business decisions
in a complex and rapidly changing Internet and technology markets.


Distribution Methods-Sales and Marketing

To date, we have attempted to build interest in our approach to venture
formation by inviting parties, which the Company, our officers, Concept
Affiliates, vendors and other members of our network believe can add value, to
join our network. Our planned approach to venture development, along with the
risks and demands it places on Concept Affiliates and Concept Sponsors, is not
suited for every technology provider, professional services provider or
development stage company. Our marketing strategy reflects our belief that the
mass of resources we envision developing is of little utility without adequate
controls over quality. Going forward, we hope to incorporate this personalized
approach to both network development and business development through the use of
indirect, interactive media, which can be used to complement personal
descriptions of our business model. Our primary means of marketing our approach
to venture formation, and our network, is planned to be the efforts of our
officers, our network of Concept Affiliates as it grows and word of mouth as

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<PAGE>

Concept Sponsors achieve success. To direct and support this approach, our model
calls for specific executives to oversee network development and business
development for each major international region we seek to serve. As efforts
progress, we envision further global geographic and industry penetration.


Competitive Business Conditions

Competition

Nearly every business we plan to compete with is larger, more established, more
experienced, better funded, and has higher brand-recognition than us.
Competition for Internet products and services is intense. As the market for B2B
e-commerce grows, we expect that competition will intensify. Our plan
anticipates competition coming both from existing competitors and new market
entrants for various elements embodied in our planned services. These include
companies that provide incubation services such as idealab! and eCompanies,
Internet holding companies such as Internet Capital Group and CMGI, index
providers such as Dow Jones and NASDAQ, research firm such as Jupiter
Communications and vertical market companies such as e-Chemicals. Each of these
competitors pose a threat to our business model, should we successfully launch
the services we envision.

Incubation Companies: Companies such as idealab!, SOFTBANK, and Iron Street Labs
invest in the very early stages of promising Internet startups. Finding very few
barriers to entry it is relatively easy to become an incubator, although those
companies that aren't able to offer unique services to startups aren't likely to
be successful. Full service incubators such as idealab! offer everything from
office space to marketing to seed capital to business development. According to
these firms, when starting a business, 90% of an entrepreneur's time and
resources are typically spent raising money, finding partners, locating office
space and numerous other tasks necessary when forming a company. The remaining
10% is spent on the important issues such as marketing and product development,
the things that will ultimately make or break a startup in the marketplace.
These firms argue that using an incubator frees up their time to concentrate on
the critical matters at hand while the other essential ingredients are being
skillfully taken care of.

Internet Holding Companies: There are numerous companies such as Internet
Capital Group and CMGI that assist and invest in new companies. Our
understanding is that CMGI concentrates on content, marketing, advertising and
e-commerce. Recently, CMGI held stakes in over 60 Internet companies including
AltaVista, Lycos, Vicinity and Engage Technologies. CMGI invests in companies
through its Ventures funds and nurtures new companies in-house. According to
published company reports, it is believed that substantial opportunities exist
for companies such as these that can help conventional companies use the
Internet to develop markets and implement e-commerce. ICG concentrates on two
distinct types of companies: market makers and infrastructure service providers.
Market makers generally operate in a specific industry, bringing together
sellers and buyers for the exchange of services, information and goods.
Infrastructure service providers sell services and software to companies
involved in e-commerce, assisting businesses in developing business strategies
to take advantage of the Internet.

Vertical Market Companies: Companies in the vertical market segment typically
operate in a specific market such as auto parts, chemicals or livestock.
Companies such as e-Chemicals, AgProducer Network and AUTOVIA Corporation
providing distribution channels, products and services for their specific
industries. e-Chemicals provides an Internet-based marketplace through which it
sells a variety of industrial chemicals to businesses, eliminating the
conventional distribution channels that overload customers with high
administrative and transaction costs. e-Chemicals offers online support along
with efficient Web-based ordering and logistics systems.

Research Firms: We believe the rapid growth of Internet commerce has led to an
increase in groundbreaking services, products and technologies, making it
extremely difficult for the average business to compete against new companies
trying to keep up with the vast number of technological changes. We also believe
that most of these companies do not have the resources available in-house to
generate the extensive research on the issues and developments that are taking
place daily in the ever-changing Internet environment. Companies such as Jupiter
Communications and Forrester Research provide timely and trustworthy information
analyzing consumer and market trends, the industry forecast, competitive
landscape, and effective marketing and sales operations. In our opinion, these
companies have extensive staff to provide research in a wide range of industries
to help executives make informed business decisions.

In addition, our plan anticipates competition from service and capital providers
including publicly traded Internet companies, venture capital companies, large
corporations and Internet holding companies. Many of these competitors have
greater financial resources and brand name recognition than we do. Although we

                                        9

<PAGE>

believe our method and our brand differentiate us from our competitors,
competition from these companies may limit our opportunity to hire quality
entrepreneurs and other personnel to launch and support companies, or to acquire
interests in attractive companies brought to our attention by others. If we are
unable to hire quality entrepreneurs and other personnel to launch and work at
our companies, or to acquire interests in attractive companies, we may not be
able to meet our objective of expanding our business model.


Sources and Availability of Raw Materials

We intend to provide services that do not require raw materials.


Customer Dependence

We have not produced any meaningful revenue to date. As a service provider to a
wide range of companies, we do not anticipate relying on any large single
customer for a majority of our business.


Intellectual Properties

Intellectual Property

We intend to gain access to a broad range of Intellectual Property, using shares
of our common stock as payment. In addition, we continue to approach certain
ventures, whose continued existence is highly questionable (Reverse Incubation
Candidates), and propose exchanging certain rights to their intellectual
property for shares of our common stock. From time to time, we plan to register
or acquire domain names that we believe may be useful to us or our Concept
Affiliates in the future. On August 11, 2000, we entered into an agreement with
NVST.com whereby NVST.com agreed to provide a license, development, and hosting
services in exchange for 107,000 common shares of the Company. The Company
expenses all costs associated with acquiring technologies in developing its
application until a functional prototype has been developed. As a result, we
expensed $107,000, as a research and development cost, which we believe may
contribute to the online venture formation environment we have planned. On
August 4, 2000, we issued 100,000 shares of our common stock, priced at $1.00
per share for a total value of $100,000, to Trainingscape.com, Inc. in exchange
for future co-development of online training courses we believe will assist our
Concept Affiliates and Concept Sponsors, discounts on speaker bureau fees and
rights to resell other Trainingscape.com courses.

On March 24, 2000, we applied to register the market "DSTAGE" with the USPTO. A
non-final action was mailed on August 31, 2000 and the application was approved
for publication for opposition by the examining attorney on February 16, 2001.


Technology

We plan to maintain a network of highly experienced technology professionals and
organizations which dedicate a specified portion of their efforts to helping
Concept Sponsors with all facets of their initial and continuing technology
development initiatives, including their web development process and information
systems strategies. Our plan calls for many of the Concept Sponsors we hope to
secure to share software tools we acquired licenses to in exchange for shares of
our common stock.


Government Approval of Products and Services

Government Regulations

There are currently few laws or regulations directed specifically at Internet
businesses. However, because of the Internet's popularity and increased use, new
laws and regulations may be adopted. These laws and regulations may cover issues
such as the collection and use of data from website visitors and related privacy
issues, pricing, content, copyrights, trademarks, online gambling, distribution,
taxation and the quality of goods and services. The enactment of any additional
laws or regulations may impede the growth of the Internet and Internet
businesses, which could decrease the revenue of our affiliates and place
additional financial burdens on them. Laws and regulations directly applicable

                                       10

<PAGE>

to electronic commerce and Internet communications are becoming more prevalent.
For example, Congress recently enacted laws regarding online copyright
infringement and the protection of information collected online from children.
Although these laws may not have a direct adverse effect on our business or
those of our affiliates, they add to the legal and regulatory burden faced by
Internet commerce and content companies.

To some extent, the rapid growth of the Internet in the United States has been
due to the relative lack of government intervention in the marketplace for
Internet access, which may not continue in the future. For example, several
telecommunications carriers are seeking to have telecommunications over the
Internet regulated by the Federal Communications Commission in the same manner
as other telecommunications services. Additionally, local telephone carriers
have petitioned the Federal Communications Commission to regulate Internet
service providers in a manner similar to long distance telephone carriers and to
impose access fees on these providers. Some Internet service providers are
seeking to have broadband Internet access over cable systems regulated in much
the same manner as telephone services, which could slow the deployment of
broadband Internet access services. Because of these proceedings or others, new
laws or regulations could be enacted which could burden Internet infrastructure
and services companies and slow the rapid expansion of the Internet and its
availability to new users.

The growth of the Internet and electronic commerce may lead to the enactment of
more stringent consumer protection laws. The Federal Trade Commission may use
its existing jurisdiction to police electronic commerce activities, and it is
possible that the Federal Trade Commission will seek authority from Congress to
regulate certain online activities. The Federal Trade Commission has already
issued for public comment proposed regulations governing the collection of
information online from children. Generally applicable laws may affect us and
our affiliates. The exact applicability of many of these laws to Internet
infrastructure and services companies and Internet commerce and content
companies, however, is uncertain.

Investment Company Act

The Investment Company Act of 1940 provides a set of regulations for companies
engaged primarily in the business of investing, reinvesting, owning, holding or
trading in securities. A company may become subject to regulation under the
Investment Company Act if it owns "investment securities" with a value exceeding
40% of the value of its total assets. Although we are in the business of
creating, building and operating new Internet companies, we could become subject
to regulation under the Investment Company Act if enough of our future interests
in our affiliates are considered investment securities under the Investment
Company Act. Regulations applicable to investment companies are inconsistent
with our fundamental business strategy of promoting collaboration among our
affiliates. In order to avoid these regulations, we may have to take actions
that we would not otherwise choose to take.

Cybersquatting

In 1999, Congress enacted anti-cybersquatting legislation to address the
practice of domain name piracy. The legislation is designed to limit the
practice of registering an Internet address of an established trademark with the
hopes of selling the Internet address to the affected company. The legislation
also includes a prohibition on the registration of a domain name that is the
name of another living person, or a name that is confusingly similar to that
name. The scope of this legislation has not been precisely defined. We, or our
affiliates, may be subject to liability based on our or their use of domain
names or trademarks that allegedly infringe the rights of third parties.

Taxes

Congress enacted a three-year moratorium, ending on October 21, 2001, on the
application of "discriminatory" or "special" taxes by the states on Internet
access or on products and services delivered over the Internet. Congress further
declared that there will be no federal taxes on electronic commence until the
end of the moratorium. However, this moratorium does not prevent states from
taxing activities or goods and services that the states would otherwise have the
power to tax. Furthermore, the moratorium does not apply to certain state taxes
that were in place before the moratorium was enacted.

                                       11

<PAGE>

Recent Tax Developments

A key House committee on May 4, 2000 unexpectedly approved a five-year extension
of the moratorium on new taxes that target the Internet. The highly
controversial measure, attacked by traditional retailers and local tax
authorities, was not even expected to be taken up in 2000. But congressional
leaders have pushed the legislation forward, and an approval by the full House
is widely expected. Under current law, the tax moratorium would end in October
2001. The legislation approved May 4 by the House Judiciary Committee would
extend the exemption until 2006.

With the projected boom in the Internet, state and local jurisdictions would
lose $8 billion in tax revenues annually by 2004, according to Forrester
Research in Cambridge, Mass. Internet retailers say they are subject to the same
rules applying to mail order firms, which collect sales taxes only in states in
which they have operations. The current legislation would prevent states and
localities from targeting Internet sales for additional taxes. As Internet sales
heat up, the issue is bound to grow in importance. In 1999, consumers spent
about $20.3 billion online, according to Forrester. By 2004, an estimated 7% of
U.S. retail sales will be made using the Net, compared with roughly 2%
currently.

There are currently three Internet bills that congressional leaders are trying
to push through the House as quickly as possible. The others include a bill to
permanently prohibit any tax on Internet access and a second measure that would
repeal the 3% telephone excise tax. The three bills, which could reach the House
floor as early as the middle of May, are aimed at insulating consumers buying
goods on the Internet from the kind of taxes they pay in stores on Main Street.
The measures have met with such little resistance that even opponents say an
extension of the Internet tax moratorium is all but inevitable in the House.

The advent of long distance calling over the Internet, for instance, could one
day rival the $90-billion market for long- distance dialing over ordinary
telephone lines. A recent University of Tennessee study has forecasted losses
even higher than other estimates. According to their report, by 2003 states
could start losing as much as $20 billion annually in all categories of tax
revenue if the Internet remains largely free of taxes.

Privacy Issues

Both Congress and the Federal Trade Commission are considering regulating the
extent to which companies should be able to use and disclose information they
obtain online from consumers. If any regulations are enacted, Internet companies
may find some marketing activities restricted. Also, the European Union has
directed its member nations to enact much more stringent privacy protection laws
than are generally found in the United States and has threatened to prohibit the
export of some personal data to United States companies if similar measures are
not adopted. Such a prohibition could limit the growth of foreign markets for
United States Internet companies. The Department of Commerce is negotiating with
the Federal Trade Commission to provide exemptions from the European Union
regulations, but the outcome of these negotiations is uncertain.


Effects of Government Regulations on Business
Government Regulation; Legal Uncertainties

In the United States and most countries in which we plan to conduct our major
operations, we are not currently subject to direct regulation other than
pursuant to laws applicable to businesses generally. Adverse changes in the
legal or regulatory environment relating to the interactive online services and
Internet industry in the United States, Europe, Japan or elsewhere could have a
material adverse effect on our business, financial condition and operating
results. A number of legislative and regulatory proposals from various
international bodies and foreign and domestic governments in the areas of
telecommunication regulation, access charges, encryption standards, content
regulation, consumer protection, intellectual property, privacy, electronic
commerce, and taxation, among others, are now under consideration. We are unable
at this time to predict which, if any, of such proposals may be adopted and, if
adopted, whether such proposals would have an adverse effect on our business,
financial condition and operating results.

Moreover, the manner in which existing domestic and foreign laws (including
Directive 95/46/EC of the European Parliament and of the European Council on the
protection of individuals with regard to the processing of personal data and on
the free movement of such data, to become effective in the individual member
states by October 24, 1998) will or may be applied to online service and
Internet access providers is uncertain, as is the effect on our business given
different possible applications. Similarly, we are unable to predict the effect
on us from the potential future application of various domestic and foreign laws
governing content, export restrictions, privacy, consumer protection, export
controls on encryption technology, tariffs and other trade barriers,
intellectual property and taxes.

                                       12

<PAGE>

We will rely on Internet services, in part, through data transmissions over
public telephone lines. These transmissions are governed by regulatory policies
establishing charges and terms for wire line communications. We are not
currently subject to direct regulation by the Federal Communications Commission
(the "FCC") or any other governmental agency, other than regulations applicable
to businesses generally. However, in the future we or one of our future partners
could become subject to regulation by the FCC or another regulatory agency as a
provider of basic telecommunications services. For example, a number of long
distance telephone carriers recently filed a petition with the FCC seeking a
declaration that Internet telephone service is a "telecommunications service
"subject to common carrier regulation. Such a declaration, if enacted, would
create substantial barriers to our future entry into the Internet telephone
market. The FCC has requested comments on this petition, but has not set a
deadline for issuing a final decision. Also, a number of local telephone
companies have asked the FCC to levy access charges on "enhanced service
providers," which may be deemed to include ISPs. Although the Chairman of the
FCC has indicated his opposition to levying service charges against ISPs, local
interconnection charges could be levied in the future. Moreover, the public
service commissions of certain states are exploring the adoption of regulations
that might subject ISPs to state regulation.

The recently enacted Telecommunications Act of 1996 (the "Telecommunications
Act") contains certain provisions that lift, or establish procedures for
lifting, certain restrictions relating to the RBOCs' ability to engage directly
in the Internet access business. The Telecommunications Act also makes it easier
for national long distance carriers such as AT&T to offer local telephone
service and allows RBOCs to provide electronic publishing of information and
databases. Competition from these companies could have a material adverse effect
on some of our future plans.

As Internet commerce continues to grow, the risk that federal, state or foreign
agencies will adopt regulations covering issues such as user privacy, pricing,
content and quality of products and services, increases. It is possible that
legislation could expose companies involved in electronic commerce to liability,
which could limit the growth of electronic commerce generally.

Legislation could dampen the growth in Internet usage and decrease its
acceptance as a communications and commercial medium. If enacted, these laws,
rules or regulations could limit the market for our services.

One or more states may seek to impose sales tax collection obligations on
out-of-state companies potentially like us that may engage in or facilitate
electronic commerce throughout numerous states. These proposals, if adopted,
could substantially impair the growth of electronic commerce and could adversely
affect our opportunity to derive financial benefit from these activities.

Effects of Compliance with Government Regulation

We will be subject to various federal, state and local laws, rules and
regulations affecting our Internet businesses and operations. We and each of our
potential partners may be subject to various licensing regulation and reporting
requirements by numerous governmental authorities which may include Internet
(domestic and worldwide) oversight regulations, production, manufacturing, OSHA,
securities, banking, insurance, building, land use, industrial, environmental
protection, health and safety and fire agencies in the state or municipality in
which each business is located. Difficulties in obtaining or failures to obtain
the necessary approvals, licenses or registrations, and unforeseen changes in
government regulations directly affecting the Internet could delay or prevent
the development or operation of a given business.

Future Regulation Could Increase Costs

As Internet e-commerce providers, we are not currently directly regulated by the
Federal Communications Commission or any other agency, other than regulations
applicable to businesses and publicly traded companies generally. In a report to
Congress on April 10, 1998, the Federal Communications Commission reaffirmed
that Internet service providers should be classified as unregulated "information
service providers" rather than regulated telecommunications providers" under the
terms of the Federal Telecommunications Act of 1996.

Nevertheless, Internet-related regulatory policies are continuing to develop,
and it is possible that we could be exposed to regulation in the future. For
example, in the same report to Congress, the Federal Communications Commission
stated its intention to consider whether to regulate voice and fax telephony
services provided over the Internet as "telecommunications" even though Internet
access itself would not be regulated. We cannot predict whether in the future
the Federal Communications Commission will modify its current policies against
regulation of Internet service providers.

                                       13

<PAGE>

We also could be affected by any change in the ability of customers to reach our
network through a dial-up telephone call without any additional charges. This
practice has allowed Internet service providers to offer flat rate, non-usage
sensitive pricing, and has been an important reason for the growth in Internet
use. Recently, the Federal Communications Commission ruled that connections
linking end users to their Internet service providers are jurisdictionally
interstate rather than local, but the Federal Communications Commission did not
subject such calling to the access charges that apply to traditional
telecommunications companies. Local telephone companies assess access charges to
long distance companies for the use of the local telephone network to originate
and terminate long-distance calls, generally on a per-minute basis. We could be
adversely affected by any regulatory change that would result in application of
access charges to Internet service because this would substantially increase the
cost of using the Internet. However, the FCC Chairman has stated that he opposes
Internet-related access charges, and we believe that this development is
unlikely, with one possible exception that is not currently relevant to our
business.

Specifically, there is substantial debate as to whether carrier access charges
should apply to Internet-based telephone services that substitute for
conventional telephony. We have no current plans to install gateway equipment
and other telephony, and so we do not believe we would be directly affected by
these developments were they to occur.

The law relating to the liability of Internet service providers and on-line
services companies for information carried on, stored on, or disseminated
through their network is unsettled, even with the recent enactment of the
Digital Millennium Copyright Act. While no one has ever filed a claim against us
relating to information carried on, stored on, or disseminated through our
network, someone may file a claim of that type in the future and may be
successful in imposing liability on us. If that happens, we may have to spend
significant amounts of money to defend ourselves against these claims and, if we
are not successful in our defense, the amount of damages that we will have to
pay may be significant. Any costs that we incur as a result of defending these
claims or the amount of liability that we may suffer if our defense is not
successful could materially adversely affect our business, financial condition
and results of operations.

If, as the law in this area develops, we become liable for information carried
on, stored on, or disseminated through our network, we may decide to take
actions to reduce our exposure to this type of liability. This may require us to
spend significant amounts of money for new equipment and may also require us to
discontinue offering some of our products or services.

Due to the increasing popularity and use of the Internet, it is possible that
additional laws and regulations may be adopted with respect to the Internet,
covering issues such as:

        Content;
        Privacy;
        Access to some types of content by minors;
        Pricing;
        Bulk e-mail or "spam;"
        Encryption standards;
        Consumer protection;
        Electronic commerce;
        Taxation; Copyright infringement; and
        Other intellectual property issues.

We cannot predict the impact, if any, that any future regulatory changes or
developments may have on our business, financial condition, and results of
operations. Changes in the regulatory environment relating to the Internet
access industry, including regulatory changes that directly or indirectly affect
telecommunication costs or increase the likelihood or scope of competition from
regional telephone companies or others, could have a material adverse effect on
our business, financial condition and results of operations.


Research and Development

Our research and development process centers primarily around the development of
approaches and systems, which we believe, will improve the new venture formation
process. We hope to develop services and infrastructure that will provide an
environment that can substantially improve a company's time-to-market and
potential for success. In 2000, we issued 107,000 shares of our common stock,
priced at $1.00 per share for a total value of $107,000, to NVST.com, Inc. As a
result, we expensed $107,000, as a research and development cost, which we

                                       14

<PAGE>

believe may contribute to the online venture formation environment we have
planned. On August 4, 2000, we issued 100,000 shares of our common stock, priced
at $1.00 per share for a total value of $100,000, to Trainingscape.com, Inc. in
exchange for future co-development of online training courses we believe will
assist our Concept Affiliates and Concept Sponsors, discounts on speaker bureau
fees and rights to resell other Trainingscape.com courses.


Compliance with Environmental Laws

As a provider of incubation, research, vertical marketing and market index
services for development stage businesses, we do not expect any compliance
issues with environmental laws.


Employees

None of our current executive officers or other personnel currently receive cash
compensation for their services. As a result, the company monitors the amount of
time devoted by each executive officer and other personnel engaged as
independent contractors. Part of this process involves determining how many
executive officers and other personnel engaged as independent contractors have
performed over 525 hours of service within a given quarter and how many have
performed less than 525 hours of service within a given quarter. As of the year
and quarter ended December 31, 2000, 3 of our executive officers were determined
to have performed over 525 hours of service within the quarter. At such time, 2
of these executive officers were based in Denver, Colorado and 1 was based in
Massapequa, New York. As of the quarter ended December 31, 2000, 5 other
personnel, including 4 executive officers and 1 manager, contributed less than
525 hours of service within the quarter. Of the 4 executive officers
contributing less than 525 hours within the quarter ended December 31, 2000, 1
was based in Hong Kong, 1 was based in the United Kingdom, 1 was based in San
Francisco, California and 1 was based in Middletown, New York. The remaining
independent contractor, a manager, performing less than 525 hours of service was
based in Denver, Colorado.

Reports to Security Holders

The public may read and copy any materials filed with the SEC at the SECs Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
also obtain information on the operation of the Public Reference Room by calling
the SEC at 1- 800-SEC-0330.

The SEC maintains and Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. This information, once we complete our filing, will be available
at http://www.sec.gov. It will also be available in the future on our web site
once it is established.


Item 2. DESCRIPTION OF PROPERTIES

Our corporate headquarters are located at 1600 Broadway, Suite 2400, Denver,
Colorado 80202. We currently occupy a 255 square foot office at a cost of $924
per month. The term of the lease is one year and expires on June 30, 2001. The
Company owns computer equipment, software, and office furniture that are in good
condition.


Item 3. LEGAL PROCEEDINGS

As of the date hereof, Dstage.com is not a party to any legal proceedings, and
none are known to be contemplated against the Company.


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

No matters were submitted to a vote of security holders during the fiscal year
ended December 31, 2000.

                                       15

<PAGE>

                                     PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) The common stock of the Company is currently not listed or traded on any
formal or national securities exchange. There is no trading market for the
Company's Common Stock at present and there has been no trading market to date.
On November 6, 2000, the Company submitted its disclosure statement pursuant to
Rule 15c2-11 under the Securities Exchange Act of 1934. The Company as of
December 31, 2000, of the 7,316,034 total Common Stock shares issued and
outstanding, 7,143,379 shares were considered to be restricted pursuant to Rule
144 under the Securities Act of 1933, as amended (the "Securities Act"). As of
December 31, 2000, the Company has no outstanding options to purchase shares of
our common stock.

(b) Holders: The number of holders of record of the Company's Common Stock as of
December 31, 2001 was 57.

(c ) Dividends: There have been no cash dividends declared or paid since the
inception of the Company, and no dividends are contemplated to be paid in the
foreseeable future. The future payment of dividends is within the discretion of
the Board of Directors and will depend on the Company's earnings, its capital
requirements and financial condition and other relevant factors.

(d) Sale of Unregistered Securities. The sale and issuance of securities in the
transactions described below were exempt from registration under the Securities
Act in reliance on Section 4(2) of the Securities Act as transactions by an
issuer not involving a public offering, where the purchasers were accredited or
sophisticated investors who represented their intention to acquire securities
for investment only and not with a view to distribution and received or had
access to adequate information about the Company, or in reliance on Rule 701
promulgated under the Securities Act.
<TABLE>
<CAPTION>
           Person(s) Receiving      Number of
  Date           Shares              Shares           Description, Exemption, Supporting Facts
------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                        <C>        <C>
10/29/99  BulletProof Business       250,000    Issued for $5,000 cash.  Shares issued are exempt and are considered to be
           Plans, Inc.                          restricted pursuant to Rule 144 under the Securities Act of 1933, as amended.

10/29/99  BulletProof Business       500,000    Issued for $10,000 cash.  Shares issued are exempt and are considered to be
           Plans, Inc.                          restricted pursuant to Rule 144 under the Securities Act of 1933, as amended.

10/30/99  BulletProof Business       363,288    Issued as consideration for reimbursement of expenses in the amount of
           Plans, Inc.                          $7,266 paid on behalf of the Company. Shares issued are exempt and are
                                                considered to be restricted pursuant to Rule 144 under the Securities Act
                                                of 1933, as amended.

11/22/99  BulletProof Business       229,217    Issued as consideration for reimbursement of expenses paid in the amount of
           Plans, Inc.                          $4,584 on behalf of the Company. Shares issued are exempt and are
                                                considered to be restricted pursuant to Rule 144 under the Securities Act
                                                of 1933, as amended.

11/22/99  BulletProof Business       250,000    Issued for $5,000 cash. Issued as consideration for convertible notes
           Plans, Inc.                          payable. Shares issued are exempt and are considered to be restricted
                                                pursuant to Rule 144 under the Securities Act of 1933, as amended.

11/29/99  H. Chen                    250,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

11/29/99  K. LaPoure                 250,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

11/29/99  L. Xie                     250,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

11/29/99  Stacie Perrault            100,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

                                                               16

<PAGE>

11/29/99  S. Perrault                500,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

11/29/99  S. Perrault                500,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

11/29/99  S. Perrault                500,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

11/29/99  Workforce International    250,000    Issued as consideration for consulting services rendered to the Company.
           LLC                                  Shares issued are exempt and are considered to be restricted pursuant to
                                                Rule 144 under the Securities Act of 1933, as amended.

12/27/99  BulletProof Business        42,064    Issued as consideration for reimbursement of expenses in the amount of $841
           Plans, Inc.                          paid on behalf of the Company. Shares issued are exempt and are considered
                                                to be restricted pursuant to Rule 144 under the Securities Act of 1933, as
                                                amended.

12/27/99  BulletProof Business       200,000    Issued as consideration for reimbursement of expenses in the amount of
           Plans, Inc.                          $4,000 paid on behalf of the Company. Shares issued are exempt and are
                                                considered to be restricted pursuant to Rule 144 under the Securities
                                                Act of 1933, as amended.

3/13/00   K. LaPoure                 500,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

4/10/00   BulletProof Business      1,000,000   Issued as consideration for convertible notes payable. Shares issued are
           Plans, Inc.                          exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

4/10/00   F. Maresca, Jr             250,000    Issued as consideration for services rendered to the Company. Shares issued
                                                are exempt and are considered to be restricted pursuant to Rule 144 under
                                                the Securities Act of 1933, as amended.

6/17/00 to Outside Vendors           195,000    Issued as consideration for prepaid services to the Company. Shares issued
 8/11/00                                        are exempt under Regulation D, 504 private placement offering that we
                                                underwent between June 17, 2000 and August 11, 2000. The services for which
                                                we issued shares include consulting, SEC compliance, development and marketing.

6/17/00 to Various Parties            10,835    We received $10,835 in cash from a Regulation D, 504 private placement
 8/11/00                                        offering that we underwent between June 17, 2000 and August 11, 2000.

6/17/00 to Various Parties             4,630    Issued as consideration for reimbursement of expenses in the amount of
 8/11/00                                        $4,630 paid on behalf of the Company. Shares issued are exempt and are
                                                considered to be restricted pursuant to Rule 144 under the Securities Act
                                                of 1933, as amended.

8/1/00    GoTo-MD, Inc.               50,000    Issued as consideration in connection with the Investment of GOTO-MD, Inc.
                                                Shares issued are exempt under Regulation D, 504 private placement offering
                                                that we underwent between June 17, 2000 and August 11, 2000.

8/2/00    BulletProof Business        15,000    Issued for $15,000 cash. Issued as consideration for convertible notes payable.
           Plans, Inc.                          Shares issued are exempt under Regulation D, 504 private placement offering
                                                that we underwent between June 17, 2000 and August 11, 2000.

8/8/00    AmeriBank Card Services,    10,000    Issued as consideration in connection with the Investment of AmeriBank Card
           Inc.                                 Service, Inc. Shares issued are exempt under Regulation D, 504 private
                                                placement offering that we underwent between June 17, 2000 and August 11, 2000.

8/11/00   NVST.com, Inc.             107,000    Issued as consideration for prepaid services to the Company. Shares issued
                                                are exempt under Regulation D, 504 private placement offering that we
                                                underwent between June 17, 2000 and August 11, 2000.


9/25/00   GoTo-MD, Inc.              650,000    Issued as consideration in connection with the Investment of GOTO-MD, Inc.
                                                Shares issued are exempt and are considered to be restricted pursuant to
                                                Rule 144 under the Securities Act of 1933, as amended.

Various   Executive Officers,         89,000    Issued as deferred compensation to executive officers, directors and
dates     Directors and                         controlling parties. Shares issued are exempt and are considered to be
during    Controlling Parties                   restricted pursuant to Rule 144 under the Securities Act of 1933, as amended.
2000
</TABLE>

                                                               17

<PAGE>

Notes Convertible to Common Stock

During 2000, we issued convertible notes payable in an approximate principal
amount of $40,000 to our largest shareholder, BulletProof Business Plans, Inc.
As of December 31, 2000, $35,000 of the outstanding notes payable was converted
into 1,015,000 shares of the Company's common stock.


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

Forward-Looking Statements
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains statements concerning our business outlook or
future economic performance; anticipated profitability, revenues, expenses or
other financial items; and statements concerning assumptions made or exceptions
as to any future events, conditions, performance or other matters which are
"forward-looking statements" as that term is defined under the Federal
Securities Laws. All statements, other than historical financial information,
may be deemed to be forward-looking statements. The words "believes", "plans",
"anticipates", "expects", and similar expressions herein are intended to
identify forward-looking statements. Forward-looking statements are subject to
risks, uncertainties, and other factors, which would cause actual results to
differ materially from those stated in such statements. Forward-looking
statements include, but are not limited to, those discussed in "Factors That May
Affect Future Results," and elsewhere in this report, and the risks discussed in
the Company's other SEC filings.


Overview
Dstage.com, Inc. (Dstage.com or the Company) hopes to become the leading source
for expert support, creation, and restructuring of development stage companies.
We plan to accomplish this by implementing several methods, including utilizing
Residual Intellectual Property Mining(TM), Reverse Incubation of troubled or
failed ventures, the focused delivery of professional resources, and the
development of our brand name identity. We believe that the skills and focus of
professional services companies, combined with the efficiencies of domain
experience, can come together to create a venture-shaping destination where
decision-making is optimally supported. Our unique structure is designed to
enable each of our affiliates, or "Concept Sponsors", to achieve focus and
strength in its market as an independent entity, while allowing it to benefit
from our network and the strength of the services we provide through our network
of professional service providers and technology providers, or "Concept
Affiliates."

We plan to accomplish this by building a substantial network of expert resources
for development stage companies. We plan to provide domain expertise in each
discipline critical to the success of development stage companies, including but
not limited to, marketing, product development, information technology,
research, law, corporate finance, and accounting. By bringing together a network
of individuals, corporations, and other entities, the Company plans to bring the
scale and depth needed to fundamentally change the speed and effectiveness with
which concepts become marketable ventures or products. The long-term success of
Dstage.com's strategy includes the establishment of a network of expert resource
providers, or "Concept Affiliates". We can utilize part time employees to save
money as we start to implement our model to be efficient and reserve resources.
We intend to compensate parties that contribute to the development of ventures,
products, and the mission of Dstage.com primarily with stock. It is also
anticipated that parties involved in the creation of new ventures will be
compensated with equity interests in the resulting new ventures. At all stages
of a "Concept Sponsor's" growth, our internal management team will continually
communicate the best practices developed by providing management mentoring,
market intelligence, and operational support. We believe that synergy within our
network will be achieved at all levels. As the corporate network hub, we are
able to observe and encourage relationships between our affiliates. We believe
that by providing our expert resources our affiliates will reduce the rate at
which they consume capital, further slowing the immediate need for funding.


We plan to continue to concentrate our efforts in the development of our network
of professional and technology resources for development stage companies. We are
also focused on developing and managing our online application that will
facilitate the rapid development of ventures and products. Before a new business
concept becomes a part of our business model, or before we pursue any strategic
acquisition, our internal strategy teams, known to us as "Concept Screeners",
must first demonstrate that the venture has the potential to become a market
leader. All strategic acquisitions or new business ventures must add value to
our business model. In addition to creating and acquiring businesses, we intend
to pursue opportunities in other growing markets that involve real-time
interactive communications. A major component of our business strategy is our

                                       18

<PAGE>

online community and application that will allow individuals and organizations
to rapidly develop their concepts into successful businesses or products.
Concept Screeners will thoroughly review each proposed concept submitted. Our
Concept Screeners are professionals in their respective disciplines, which
ensures each Concept is thoroughly and properly evaluated. We hope to enlist the
professional services of as many as 300 Concept Screeners by the fourth quarter
of 2001. While it is important to our business model to enlist a large pool of
Concept Screeners, we expect the effect of a smaller enlisted pool of Concept
Screeners would result in a reduction in the number of proposals the company
could review and execute.

We believe that the over funding of early stage Internet companies which did not
have sound business models led to the failure of many of these ventures. Our
strategy involves acquiring these technologies or the venture in its entirety at
liquidation valuations. We also intend to use a growing pool of entrepreneurial
executives and technical professionals to reorganize and redevelop these
ventures. These ventures will be temporarily staffed by Dstage.com affiliates
and outside professionals. In exchange for participation, these parties will
receive significant equity interests in the proposed ventures. These concepts or
ventures will then be sold to outside firms, organizations, or other
institutions wishing to operate the ventures. We have coined this strategy as
"Reverse Incubation".

We believe that the marketing experience and assistance we plan to offer our
affiliates can enable them to establish their brands and attract customers more
quickly than many stand-alone competitors. We will provide guidance in
marketing, advertising, and product positioning through commitments of our
internal management and "Concept Affiliates". We plan to organize a marketing
staff of committed "Concept Affiliates" with sales and marketing expertise to
develop a dynamic marketing program for our affiliates. Resources incorporated
in the marketing program by each marketing staff include; market related
information, market research, advertising services, public relations functions,
logo design and related branding services.

Results of Operations
We began operations on October 12, 1999. As a result, our operating results for
the full year ended December 31, 2000 are not readily comparable to the short
fiscal period ended December 31, 1999. Further, our fiscal years ended 2000 and
1999 may not be indicative of future results.

Net Loss from Operations
For the fiscal year ended December 31, 2000 and 1999, we have incurred net
losses of $954,329 or ($0.14) per share and $66,796 or ($.02) per share,
respectively. We have had a net loss from operations for each period since
inception. Our net operating losses are primarily due to recording a reserve of
$709,908 for impairment of investments in other companies, plus the costs
associated with organizing the Company, and developing our business model.
Impairment of investments in other companies is recorded in accordance with FAS
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of". Our business model is designed to allow the majority
of our expenses, namely the cost of professional services, personnel,
technology, consultants, and royalties for third-party information use to be
paid for with our common stock in lieu of cash. We expect that shares issued
under these arrangements may be subject to restrictions of transferability,
lockup provisions, and certain other restrictions. There can be no assurance
that personnel, consultants, or other parties will accept stock in lieu of cash.
If they do accept in lieu of cash, we expect our immediate operational resource
needs over the next twelve months will not exceed $250,000 in cash and services.
However, we can sustain operations for the next twelve months, albeit at a much
slower rate, with as little as $30,000 in cash alone.

From inception to December 31, 2000, we had incurred net losses of approximately
$1,021,000 or ($0.16) per share. Our net operating losses are due primarily to
the recognition of impairment of investments in other companies, professional
consulting, general and administrative expenses, organizational costs, and
initial start up operations. While our contractual agreements call for our
professional services to be billed at our hourly rates, we recognize non-cash
compensation for our services at fair market value. Fair market value is likely
to be less than contractual value.

                                       19

<PAGE>

Revenues
To date our business has not achieved material revenues, nor do we anticipate
producing material amounts of revenue in the near future. For the fiscal year
ended December 31, 2000, we have generated net revenues of $108. We have
classified our revenues as deriving from professional services. If our planned
revenue streams materialize in the future, we expect to have revenue from
professional services and revenue from online services. These classifications
are expected to represent the way in which we will operate our business and the
way in which we will position our offerings in the marketplace. Professional
services revenue is expected to occur from professional service and consulting
agreements. It is anticipated that these agreements will typically involve a
variety of contracting methodologies, including, but not limited to, performance
based compensation for services rendered, fixed sum, guaranteed maximum price,
and time and materials. It is also anticipated that in most of these contracts
we will accept payment in the customers' stock, in lieu of cash or in addition
to cash, for some or all of the services rendered. Similarly, it is expected
that an hourly rate will be used to track contract progress and determine client
billings. However, when the compensation earned is in a form other than cash we
will value our service revenues at the fair value of the property received.
Professional services under all types of agreements except those involving
contingent consideration are recognized as the services are performed.

Operating Expenses

Cost of services
Our cost of services are comprised principally of consulting fees billed by
outside parties delivering services to our customers. Since many of these
consultants are currently, and will be in the future, compensated primarily or
entirely by shares of our stock or certain shares of the customer's stock,
related party transactions are expected to be inherent to our operating
structure and strategy. This approach will enable us to minimize overhead costs
while providing both the company and the employee the maximum benefit for the
services being performed.

Sales and Marketing Expenses
During the fiscal year ended December 31, 2000, we had no sales and marketing
expenses. Our efforts during the fiscal year 2000 were focused on the
development of our business model, primarily in operations and development. From
inception to date, our sales and marketing expenses have not been significant.

However, we anticipate that during the fiscal year 2001 our sales and marketing
efforts will become a significant factor in the development of our business.
Sales and marketing is comprised of advertising and marketing related expenses.

Research and Development Expenses
During the fiscal year ended December 31, 2000, we had research and development
expenses of $117,040 compared with $1,584 in fiscal year 1999. Our research and
development are comprised of expenses related to the development of the
Company's technology infrastructure. We plan to continue to expand and improve
our technology infrastructure and hope that its development during fiscal year
2001 will be an important factor in our success. Since inception, we have
incurred research and development expenses of $118,624.

General and Administrative Expenses
General and administrative expenses for the fiscal year ended December 31, 2000
were $87,745 compared with $61,160 in fiscal year 1999. General and
administrative expenses are comprised of professional services, rent, telephone
and travel expenses.

Income Taxes
There is no current or deferred tax expense for the period from October 12, 1999
(inception) to December 31, 2000 due to net losses from operations by the
Company. As of December 31, 2000, we had operating loss carryforwards of
approximately $1,021,000. The operating loss carryforwards expire beginning in
2019.

                                       20

<PAGE>

Liquidity and Capital Resources
Our primary source of capital since inception has been our initial
capitalization, private equity sales and issuance of convertible notes payable
to BulletProof Business Plans, Inc. In order to preserve cash, our ability to
acquire prepaid services for stock will continue to be an important factor in
the success of our business model. In the future, we plan to generate cash from
revenues generated through our business offerings in the normal course of
business and the issuance of convertible notes payable to our major shareholder.

Since inception, we have been dependent on our management and shareholders
providing services for stock in lieu of cash. In order for our business model to
be successful, this trend will have to continue. We plan to build a cash reserve
that will be available in the event additional cash is needed in the future.
However, our business model is designed to be functional with minimum cash
requirements.

During the twelve months ended December 31, 2000, we have borrowed $39,680 from
our major shareholder through the issuance of convertible notes payable to
compensate the shareholder for expenses it has paid on our behalf. During the
fiscal year 2000, convertible notes payable of $35,000 were converted to
1,015,000 shares of common stock. We have received cash from our Private
Placement Memorandum that concluded in August 2000. In November 2000, we have
entered into another promissory note with our largest shareholder. This note
provides for us to receive advances or payment of expenses on our behalf of up
to $25,000. A significant factor to preserving our liquidity will be management
and our shareholders, who will provide services for stock in lieu of cash
consideration.

To date, we have acquired $195,000 in prepaid services for our common stock. As
of December 31, 2000, we have expensed $30,000 of our prepaid professional
services in the development of other companies. We plan to use our prepaid
expenses for the development of our investee companies during 2001 and for
certain administrative expenses. We also plan to use our prepayment with
Trainingscape.com over the next twelve to eighteen months to jointly develop
proprietary training courses. Since our development of training courses will
extend beyond twelve months, we have recorded $33,000 in non-current assets. Our
agreement with Sagacorp for $10,000 provides for design and development
multimedia services. We anticipate using these services in 2001. Our agreement
with Eagle Consulting provides for securities document preparation, filing, and
consulting services. We anticipate using these services in 2001. Our remaining
prepaid services total $165,000 at fiscal year end. To date, we have recorded
$89,000 in deferred compensation from our major stockholder, audit committee
members and officers and directors. As of December 31, 2000 we have expensed
$21,920 of this deferred compensation.

The Company plans to continue to acquire services for stock in lieu of cash in
the development of our business model. We plan to actively acquire investments
in development stage companies for stock or other consideration. Should
additional capital be needed to fund future operations, the Company may seek to
raise additional capital through public or private offerings of the Company's
stock.

                                       21

<PAGE>

Net Cash From Operating, Investing and Financing Activities
We have incurred a net loss of $954,329 and consumed $21,749 in cash in our
operating activities during 2000. We spent $4,145 to acquire computer hardware,
software, and office furniture during the year. We have received $10,835 from
the issuance of common stock. We have borrowed $39,680 in proceeds from issuance
of notes payable to our major stockholder as it has paid expenses on our behalf.
Of the amount borrowed, $35,000 was converted to 1,015,000 shares of common
stock. These transactions resulted in a decrease of net cash for the period of
$15,059. All of the cash outlays during the year were paid to third parties. As
of December 31, 2000, our cash position was $1,627.

Since inception, operating activities have consumed cash of $24,670. In
addition, we have had services provided to us by our management team for which
the consideration was stock in lieu of cash. Therefore, our consumption of cash
has been primarily directed to third party out-of-pocket costs, including
consulting, rent, telephone, legal and audit fees. Since inception, we have
received $30,835 in proceeds from the issuance of common stock and have borrowed
$39,680 through issuance of convertible notes payable to our major stockholder
as it has paid expenses on our behalf. Our cumulative net loss to date is
$1,021,125, the majority of which is a result of impairments of long-term
assets. The majority of our expenses have been paid for by the issuance of
common stock, greatly reducing our cash dependence.

Capital Expenditures
We require funding primarily for computer hardware and software, furniture,
fixtures, and general working capital needs. Substantially all of our capital
expenditures have been paid for by borrowing on convertible notes payable to our
major shareholder and from the proceeds from our Private Placement.

Material Commitments for Capital Expenditures
While we have budgeted approximately $250,000 for working capital and operating
expenditures in 2001, we have no material commitments for those expenditures.
Our expected source of funds for these expenditures will be a combination of
future revenues; the issuance of convertible notes payable and public or private
stock offerings. In the event we do not receive enough proceeds from these
sources, we will reduce our operating activity to coincide with the working
capital available.

Accounting for Affiliate Company Ownership
The various interests that we acquire in our affiliate companies are accounted
for under the following: equity method and cost method. The applicable
accounting method is generally determined based on our voting interest in an
affiliate company.

Equity Method. The equity method of accounting is used to account for our
investment in affiliate companies and other investees in which we have a
significant influence (at least 20%). Under the equity method of accounting, the
Company records its equity ownership share of the affiliate's earnings, losses,
and dividends paid.

Cost Method. The cost method of accounting is used to account for our investment
in affiliate companies and other investees in which we do not have significant
influence (less than 20% of the voting stock). Under the cost method of
accounting, our share of the earnings or losses of these companies is not
recorded and the investments are recorded at historical cost.

Affiliate companies accounted for under the cost method of accounting at
December 31, 2000 included:
                                                     Voting Ownership
                  GOTO-MD                                   10%
                  AmeriBank Card Services                    1%

Our cost method affiliate companies are in the development stage and have not
generated significant revenues.


Factors That May Affect Future Results
We operate in a rapidly changing business environment that involves several
risks, some of which are beyond our control. Factors that could cause actual
results to differ materially from results anticipated in forward-looking
statements include, but are not limited to the following.

Dstage.com was incorporated in October of 1999 and has a limited operating
history from which to base an evaluation of its business and prospects. Since
inception, we have incurred losses and as of December 31, 2000 had an
accumulated deficit of $1,021,125.

                                       22

<PAGE>

Our revenues, operating income or net income in the future are unpredictable. As
a result of our limited operating history and the nature of the industry in
which it competes, we are unable to accurately forecast revenues, operating
income or net income. We anticipate continuing to incur significant operating
expenses in the future. Our business strategy is designed to utilize
professional services paid in our common stock in lieu of cash, which will
permit us to operate under lower cash levels than traditional operations. Our
current expense levels are based largely on the Company's efforts to develop its
business model; therefore, current expense levels are not indicative of future
expense levels. We can give no assurance that it will achieve profitability or
be capable of sustaining profitable operations.

Our quarterly results of operations may fluctuate widely. It is anticipated that
future quarterly operating results could fluctuate significantly and that
period-to-period comparisons of its results may not necessarily be meaningful
and indicative of future results. There are many factors that may contribute to
these quarterly fluctuations, some of which are beyond our control. Factors
include, but are not limited to: (i) Charges for impairment of long-lived assets
in future periods; (ii) Market acceptance of our ventures, services, and
products; (iii) Economic conditions specific to the industry in which we
operate; and (iv) General economic conditions. In the event that we are unable
to continue our business model due to a major shift in the economy or some other
unforeseen reason, we may have to adjust our business model to a more
traditional reliance on cash consideration. This event could have an impact on
net operating results by, requiring us to obtain various loans to meet
obligations. This could result in interest payments and other debt expenses.

A substantial risk facing us is the issue of valuation of common stock in
negotiating common stock for service. We anticipate having to negotiate the
value of our stock in almost every transaction that will be completed for; stock
in Dstage.com, private venture equity, interests in licensed technology, and
other assets, for which market prices are highly subjective. We will be
dependent on the vagaries of negotiation in many transactions. Negotiations may
include subjective assessments of an asset or investment's value; therefore, an
over-valuation could result in an adverse consequence to our value.

We depend on key contractors and the loss of those contractors may harm us. Our
performance is dependent on the continued service and performance of our
executive officers. Our success is dependent on its ability to attract and
retain high quality personnel.

There may be conflicts of interest within our network. Our network of "Concept
Sponsors", "Concept Affiliates", officers and directors may face potential
conflicts of interest with each other and with Dstage.com shareholders. Some of
the our executive officers and directors also serve as officers or directors of
other companies.

We face competition from other investors, which may prevent us from realizing
strategic opportunities. We intend to develop an extensive network of resources
that will position us to acquire or invest in other companies. We expect to face
competition from Internet-related companies, venture capital firms, and large
corporations. Some of our competitors may have greater financial resources than
we do, which may limit our opportunity to acquire interests that could
compliment our business strategy.

We may experience adverse consequence in efforts costs to avoid the investment
company status. The Investment Company Act of 1940 provides a set of regulations
for companies engaged in the business of investing, reinvesting, owning, holding
or trading securities. Under the Investment Company Act, a company may be deemed
an investment company if it owns investment securities with a value exceeding
60% of its total assets, subject to certain exclusions and safe harbor
provisions.

We could become subject to regulation under the Investment Company Act if enough
of our future interests in our affiliates are considered investment securities.
Unless an exclusion or safe harbor provision was available to us, we would have
to reduce our investment securities as a percentage of total assets. In order to
avoid these regulations, we may have to take actions that we would not otherwise
choose to take. Regulations applicable to investment companies are inconsistent
with our fundamental business strategy of promoting collaboration among our
affiliates

                                       23
<PAGE>

Item 7. FINANCIAL STATEMENTS


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Dstage.com, Inc. (A Development Stage Company)
Denver, Colorado

We have audited the accompanying balance sheets of Dstage.com, Inc. (A
Development Stage Company) as of December 31, 2000 and 1999 and the related
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 2000, the period October 12, 1999 (Inception) to December 31, 1999
and the cumulative period October 12, 1999 (Inception) to December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Dstage.com, Inc. (A Development
Stage Company) as of December 31, 2000 and 1999 and the results of its
operations and cash flows for the year ended December 31, 2000, the period
October 12, 1999 (Inception) to December 31, 1999 and the cumulative period
October 12, 1999 (Inception) to December 31, 2000, in conformity with generally
accepted accounting principles.


                                                 /s/ GORDON, HUGHES & BANKS

March 11, 2001
Englewood, Colorado

                                       24

<PAGE>

Dstage.com, Inc.
(A Development Stage Company)
Balance Sheets
December 31, 2000 and 1999

                     Assets
                                                          2000          1999
                                                     ------------   ------------

CURRENT ASSETS
Cash                                                 $     1,627    $    16,686
Prepaid services (Note 2)                                132,000          1,347
Prepaid and deposit                                        1,134            379
                                                     ------------   ------------

        Total current assets                             134,761         18,412

Computer equipment and software, net of depreciation       3,282          2,449
Office furniture and equipment, net of depreciation        3,395          1,106
Investments in other companies, less impairment
   of $709,908 for 2000 (Note 3)                             200              -
Prepaid services (Note 2)                                 33,000              -
                                                     ------------   ------------


        Total assets                                 $   174,638    $    21,967
                                                     ============   ============


          Liabilities and Stockholders' Equity


CURRENT LIABILITIES
Accounts payable and accrued expenses                $     3,007    $        72
Note payable - stockholder  (Note 4)                       4,680              -
                                                     ------------   ------------

        Total current liabilities                          7,687             72

STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000 shares
 authorized; issued and outstanding 7,316,034 at
 December 31, 2000 and 4,434,569 at December 31,
 1999                                                      7,316          4,435
Additional paid-in capital                             1,247,840         84,256
(Deficit) accumulated during development stage        (1,021,125)       (66,796)
Deferred Compensation  (Note 6)                          (67,080)             -
                                                     ------------   ------------

        Total stockholders' equity                       166,951         21,895
                                                     ------------   ------------

        Total liabilities and stockholders' equity   $   174,638    $    21,967
                                                     ============   ============

See accompanying summary of accounting policies and notes to financial
statements

                                       25

<PAGE>


Dstage.com, Inc.
(A Development Stage Company)
Statements of Operations
For the Year ended December 31, 2000 and the period ended December 31, 1999
And Cumulative Periods Since October 12, 1999 (Inception of Development Stage)
<TABLE>
<CAPTION>
                                           Cumulative
                                              During
                                           Development
                                              Stage           2000           1999
                                           ------------   ------------   ------------
<S>                                        <C>            <C>             <C>
Revenue:
      Professional services                $       108    $       108     $        -

Operating expenses:
      Cost of services                          40,000         40,000              -
      Sales and marketing                        4,153              -          4,153
      Research and development                 118,624        117,040          1,584
      General and administrative               148,905         87,745         61,160
      Impairment of investments in other
         companies                             709,908        709,908              -
                                           ------------   ------------   ------------
Total operating expenses                     1,021,590        954,693         66,897
                                           ------------   ------------   ------------

Income (loss) from operations               (1,021,482)      (954,585)       (66,897)

Interest income (expense), net                     357            256            101
                                           ------------   ------------   ------------


Net income (loss)                          $(1,021,125)   $  (954,329)   $   (66,796)
                                           ============   ============   ============

Net income (loss) per share:
      Basic and diluted                    $     (0.16)   $     (0.14)   $     (0.02)
                                           ============   ============   ============

Weighted average shares used in
   computing net income (loss) per share
      Basic and diluted                      6,485,620      6,548,339      4,434,569
                                           ============   ============   ============

  See accompanying summary of accounting policies and notes to financial statements
</TABLE>

                                       26

<PAGE>

Dstage.com, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Year ended December 31, 2000 and the period ended December 31, 1999
And Cumulative Periods Since October 12, 1999 (Inception of Development Stage)
<TABLE>
<CAPTION>

                                                                  Cumulative
                                                                     During
                                                                  Development
                                                                     Stage           2000          1999
                                                                  ------------   ------------   ------------
<S>                                                               <C>            <C>            <C>
Cash flows from operating activities:
     Net (loss)                                                   $(1,021,125)   $  (954,329)   $   (66,796)

     Adjustments to reconcile net (loss)
               to cash provided (used) by operating activities:
        Depreciation                                                    1,023          1,023              -
        Issuance of common stock for services                         174,000        122,000         52,000
        Issuance of common stock for expense reimbursement             16,434          4,631         11,803
        Impairment of investments in other companies                  709,908        709,908              -
        Revenue paid in common stock                                     (108)          (108)             -
        Prepaid services expensed                                      30,000         30,000              -
        Amortization of deferred compensation                          21,920         21,920              -
        Expenses paid through notes payable proceeds                   39,680         39,680              -
        Change in assets and liabilities:
             Increase in other current assets                             591            591              -
             Increase in accounts payable and accrued expenses          3,007          2,935             72
                                                                  ------------   ------------   ------------

               Net cash (used) by operating activities                (24,670)       (21,749)        (2,921)

Cash flows from investing activities:
             Acquisition of fixed assets                               (4,538)        (4,145)          (393)
                                                                  ------------   ------------   ------------

               Net cash (used) by investing activities                 (4,538)        (4,145)          (393)

Cash flows from financing activities:
             Proceeds from issuance of common stock                    30,835         10,835         20,000
                                                                  ------------   ------------   ------------

               Net cash provided by financing activities               30,835         10,835         20,000
                                                                  ------------   ------------   ------------

Net increase in cash                                                    1,627        (15,059)        16,686

Cash, beginning of period                                                   -         16,686              -
                                                                  ------------   ------------   ------------

Cash, end of period                                               $     1,627    $     1,627    $    16,686
                                                                  ============   ============   ============

Non-cash transactions
     Purchased of equipment by issuance of common stock           $     3,162     $        -    $     3,162
                                                                  ============   ============   ============
     Payment of prepaid and other assets by issuance of
     common stock                                                 $     1,726    $         -    $     1,726
                                                                  ============   ============   ============
     Prepayment of services for common stock                      $   195,000    $   195,000    $         -
                                                                  ============   ============   ============
     Investments in other companies                               $   710,000    $   710,000    $         -
                                                                  ============   ============   ============
      Conversion of debt to common stock                          $    35,000    $    35,000    $         -
                                                                  ============   ============   ============

          See accompanying summary of accounting policies and notes to financial statements
</TABLE>

                                                       27

<PAGE>

Dstage.com, Inc.
(A Development Stage Company)  Statement of Stockholders' Equity
For the Period October 12, 1999 (Inception) to December 31, 2000
<TABLE>
<CAPTION>
                                                                                  Accumulated
                                                                                   (Deficit)
                                            Common Stock             Additional    During the
                                           -------------              Paid-in     Development     Deferred
                                           Shares        Amount       Capital        Stage       Compensation      Total
                                        ------------  ------------  ------------  ------------   ------------   ------------
<S>                                       <C>           <C>          <C>              <C>          <C>           <C>
Balance, October 12, 1999 (Inception)             -     $       -    $        -       $     -      $       -     $        -

Issuance of shares for cash at $.02
per share                                 1,000,000         1,000        19,000             -              -         20,000

Issuance of shares for services at
$.02 per share                            2,600,000         2,600        49,400             -              -         52,000

Issuance of shares for expense
reimbursement at $.02 per share             834,569           835        15,856             -              -         16,691


Net (loss)                                        -             -             -       (66,796)             -        (66,796)
                                        ------------  ------------  ------------  ------------   ------------   ------------

Balance, December 31, 1999                4,434,569         4,435        84,256       (66,796)             -         21,895

Issuance of shares for conversion of
notes payable at $.02 per share           1,000,000         1,000        19,000             -              -         20,000

Issuance of shares for services at
$.02 per share                              750,000           750        14,250             -              -         15,000

Issuance of shares for cash at $1.00
per share in private placement               10,835            11        10,824             -              -         10,835

Issuance of shares for conversion of
notes payable at $1.00 per share             15,000            15        14,985             -              -         15,000

Issuance of shares for expense
reimbursement at $1.00 per share              4,630             4         4,626             -              -          4,630

Issuance of shares for services at
$1.00 per share                             107,000           107       106,893             -              -        107,000

Investment in other companies by
Issuance of shares at $1.00 per share       710,000           710       709,290             -              -        710,000

Issuance of shares for prepaid
services at $1.00 per share                 195,000           195       194,805             -              -        195,000

Issuance of shares for deferred
compensation to officers, directors          89,000            89        88,911             -        (89,000)             -
and controlling parties at $1.00 per
share

Deferred compensation expensed                    -             -             -             -         21,920         21,920

Net (loss)                                        -             -             -      (954,329)             -       (954,329)

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

Balance, December 31, 2000                7,316,034   $     7,316   $ 1,247,840   $(1,021,125)   $   (67,080)   $   166,951
                                        ============  ============  ============  ============   ============   ============

                See accompanying summary of accounting policies and notes to financial statements
</TABLE>

                                                               28

<PAGE>

Dstage.com, Inc.
(A Development Stage Company)
Notes to Financial Statements

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND ORGANIZATION

Dstage.com, Inc., a Delaware corporation (the "Company") was incorporated on
October 12, 1999 to provide support, organization and restructuring services to
development stage companies.

For the period October 12, 1999 (Inception) to December 31, 2000, the Company
has been in the development stage. The Company's activities since inception have
consisted of developing the business plan, raising capital and initial business
plan implementation.

From inception to December 31, 2000, the Company has had minimal revenues and
has expensed costs in the amount of $1,021,590 during the development stage. The
Company has nominal cash resources and has been largely dependent on the direct
financial support from its largest stockholder to pay for cash expenditures. In
addition, the Company has been dependent on contributed time from its officers
and directors and contributed services from certain key vendors. A loss of
continuing cash investment from its largest stockholder, contributed time from
stockholders and directors and contributed services from key vendors in the near
term would have a detrimental effect on the Company and might cause its closure.
Management plans to continue to operate in the near term relying on contributed
cash, time and services and without expending significant amounts of cash or
incurring significant debt.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles 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.
Actual results could differ from those estimates. Substantial estimates have
been used regarding lives of assets and impairment of investments in other
companies.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash and cash equivalents. Cash and cash equivalents
are carried at cost plus accrued interest, which approximates market.

CONCENTRATION OF CREDIT RISK AND FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 105, "Disclosure of
Information About Financial Instruments with Off- Balance Sheet Risk and
Financial Instruments with Concentrations of Credit Risk", requires disclosure
of significant concentrations of credit risk regardless of the degree of such
risk. Financial instruments with significant credit risk include cash. The
Company transacts its business with one financial institution. The amount on
deposit in that financial institution did not exceed the $100,000 federally
insured limit at December 31, 2000. Management believes that the financial
institution is financially sound.

PREPAID EXPENSES AND DEFERRED COMPENSATION

The Company has negotiated contracts to grant common stock in exchange for
future services with various other companies and individuals. Where the other
companies or individuals are independent or have minimal common stock ownership
in the Company, those future services have been presented in the accompanying
balance sheet as a prepaid expense (asset). Where the other companies or
individuals have significant stock ownership or are functioning as, employees,
officers or directors, such future services have been presented on the balance
sheet as deferred compensation and a reduction to total equity. The Company
expenses prepaid and deferred compensation amounts as services are rendered.

                                       29

<PAGE>

RESEARCH AND DEVELOPMENT

The Company expenses costs of research and development until the product under
development reaches technological feasibility, after which the development costs
are capitalized. Once the product is placed into service, the capitalized costs
are amortized over the life of the product.

PROPERTY AND EQUIPMENT

Property and equipment, which consists of office computers, furniture, and
purchased software, is stated at cost, less accumulated depreciation. The cost
of additions and improvements are capitalized, while maintenance and repairs are
charged to expense when incurred. Depreciation is provided on the straight-line
basis over estimated useful life of the equipment. The Company recognizes gains
or losses on the sale or disposal of equipment in the period of disposal.
Long-lived assets held and utilized by the Company are reviewed for impairment
whenever changes in circumstances indicate the carrying value of such assets may
not be recoverable. Depreciation expense for the periods ended December 31, 2000
and 1999 was $1,023 and none, respectively.

ORGANIZATION COSTS

The Company accounts for organization costs under the provisions of Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities" which requires
that all organization costs be expensed as incurred.

INCOME TAXES

The Company accounts for deferred income taxes in accordance with the liability
method as required by Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes." Deferred income taxes are recognized for the
tax consequences in future years for differences between the tax bases of assets
and liabilities and their financial reporting amounts at the end of each period,
based on enacted laws and statutory rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the expected
realizable amount. The provision (benefit) for income taxes consists of the
current tax provision (benefit) and the change during the period in deferred tax
assets and liabilities. Any liability for actual taxes to taxing authorities is
recorded as income tax liability.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company adheres to the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of". The Company reviews the carrying
value of its long-lived assets and certain identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable through undiscounted net cash
flows. Impairment is calculated based on fair value of the asset, generally
using net discounted cash flows. Any long-lived assets to be disposed of are
reported at the lower of the carrying amount or fair value less estimated costs
to sell.

REVENUE RECOGNITION

Revenues for services are recognized when the services are rendered. The amounts
of such revenues are recorded based on the value of compensation received for
the services. In the Company's current operations, compensation to the Company
has consisted of stock in start up companies to whom the services were rendered.
The value of the stock received for services has been minimal to date.

EARNINGS (LOSS) PER COMMON SHARE

Statement of Financial Accounting Standards No. 128, "Earnings Per Share,"
requires two presentations of earnings per share - "basic" and "diluted." Basic
earnings or (loss) per common share is computed using the weighted average
number of shares of common stock outstanding during the period. Diluted earnings
per common share is computed using the weighted average number of shares of
common stock outstanding, adjusted for the dilutive effect of potentially
outstanding common shares consisting of common stock options and warrants and
contingently issuable shares of common stock. Potentially outstanding common
shares outstanding are calculated using the treasury stock method. There are no
stock options, warrants or contingently issuable shares of common stock

                                       30

<PAGE>

outstanding at December 31, 2000. In the case of a net (loss), the dilutive
calculation is equivalent to the basic earnings per share since including
additional potential shares outstanding would be antidilutive.

STOCK BASED COMPENSATION

The Company follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB No. 25") in accounting for stock based
compensation. Under APB 25, the Company recognizes no compensation expense
related to employee or director stock options unless options are granted with an
exercise price below fair value on the day of grant. Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123") provides an alternative method of accounting for stock-based
compensation arrangements for employees and directors, based on fair value of
the stock-based compensation utilizing various assumptions regarding the
underlying attributes of the options and stock. Stock, options or warrants
issued to consultants and outsiders are recorded at fair value under SFAS No.
123. The Financial Accounting Standards Board encourages, but does not require,
entities to adopt the fair-value based method. The Company will continue its
accounting under APB No. 25 for employees and directors but uses the
disclosure-only provisions of SFAS No. 123 for any options issued to employees
and directors. No options or warrants have been granted or are outstanding.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with the current
year presentation. The impact of these changes is not material and did not
affect net (loss).

CAPITAL STRUCTURE

The Company utilizes Statement of Financial Accounting Standards No. 129,
"Disclosure of Information about Capital Structure" ("SFAS No. 129"), which
requires companies to disclose all relevant information regarding their capital
structure.

COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" requires the presentation and disclosure of all changes in equity from
non-owner sources as "Comprehensive Income". The Company had no items of
comprehensive income in the period from the date of inception through December
31, 2000.

SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") replaces the industry
segment approach under previously issued pronouncements with the management
approach. The management approach designates the internal organization that is
used by management for allocating resources and assessing performance as the
source of the Company's reportable segments. SFAS 131 also requires disclosures
about products and services, geographic areas and major customers. At present,
the Company only operates in one segment.

PENSION AND OTHER POST RETIREMENT BENEFITS

The Statement of Financial Accounting Standards No. 132, Employers' Disclosures
about Pension and Other Post Retirement Benefits" requires certain disclosures
about employers' pension and other post retirement benefit plans and specifies
the accounting and measurement or recognition of those plans. SFAS No. 132
requires disclosure of information on changes in the benefit obligations and
fair values of the plan assets that facilitates financial analysis. This
standard currently has no impact on the Company.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging. SFAS 133 is effective
for all fiscal quarters of fiscal years beginning after June 15, 1999.
Currently, as the Company has no derivative instruments, the adoption of SFAS
133 has no impact on the Company's financial condition or results of operations.

                                       31

<PAGE>

MORTGAGE BACKED SECURITIES RETAINED AFTER THE SECURITIZATION OF MORTGAGE LOANS
BY MORTGAGE BANKING ENTERPRISES

The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 134, "Accounting for Mortgage Backed Securities
Retained after the Securitization of Mortgage Loans Held by Mortgage Banking
Enterprises" ("SFAS No. 134"). SFAS No. 134 establishes new reporting standards
for certain activities of mortgage banking enterprises. The Company believes
this statement has no impact on its financial statements.

NOTE 2 - PREPAID EXPENSES
During 2000, the Company entered into with four contracts in which vendors
agreed to provide future professional services in exchange for common stock of
the Company. The services include multimedia design, securities filings
preparation, promotion, interactive database technology license, training course
design and development, and direct marketing. The services were negotiated at
the market value of the Company's stock, which was $1.00 per share. The total
value of services recorded was $195,000, of which $30,000 has been expensed for
services rendered through December 31, 2000. The Company plans to use the
prepaid services over the next twelve to eighteen months as follows:

          2001                         $132,000
          2002                           33,000
                                       ---------

          Total                        $165,000
                                       =========
Double score
The shares issued by the Company in connection with this transaction are not
registered under the Securities Act of 1933 and are subject to restrictions on
transferability for a period of one year from the date of issuance.

NOTE 3 - INVESTMENT IN OTHER COMPANIES
In August 2000, the Company acquired a warrant to purchase stock in another
company in exchange for issuance of 50,000 shares of the Company's common stock.
The warrant further entitled the Company to purchase additional stock of GOTO-MD
up to the aggregate value of $1,400,000. In September 2000, the Company
exercised the warrant to purchase 10% of GOTO-MD's outstanding common stock in
exchange for 650,000 of common shares of the Company. The Company exchanged
650,000 shares of its common stock at $1.00 per share for 1,111,111 shares, at
$0.63 per share, of GOTO-MD's outstanding common shares. As GOTO-MD is in the
development stage, an adjustment has been made to recognize the impairment of
the investment to its estimated fair value. The Company has recorded the
investment in GOTO-MD at $700,000 and has impaired substantially all of that
amount to recognize the fair value of the investment in 2000.

In August 2000, the Company acquired 1% of AmeriBank Card Services in exchange
for 10,000 common shares of the Company. The Company has recorded the investment
in AmeriBank Card Service at $10,000 less an impairment of $9,900 to recognized
the estimated fair value of the acquisition.

In September 2000, the Company provided professional services for the
development of GOTO-MD in the contractual amount of $10,800 in exchange for
17,143 GOTO-MD common shares under the exercised warrant with GOTO-MD. However,
the Company has valued the stock received from GOTO-MD for services rendered at
a minimal amount to reflect the fair value of GOTO-MD. As a result, the Company
has recorded the revenue earned and the investment in GOTO-MD at $108. As of
December 31, 2000, GOTO-MD had issued 1,128,254 common shares, or 10.1% of its
outstanding stock, to the Company under this agreement.

NOTE 4 - NOTE PAYABLE - STOCKHOLDER
In 1999, the Company entered into promissory note agreement under which
BulletProof Business Plans, Inc. ("BulletProof"), the Company's largest
stockholder, loaned the Company $20,000. Interest was at prime rate and
principal and interest was due on demand. The promissory note included
conversion provisions and in April 2000, BulletProof converted the $20,000 note
payable into one million shares of the Company's common stock at $.02 per share
as payment of the note balance.

In May 2000, the Company entered into a second promissory note agreement with
BulletProof under which the Company borrowed $10,000. Interest was at prime rate

                                       32

<PAGE>

and principal and interest was due on demand. The promissory note included
conversion provisions and, in August 2000, BulletProof converted the $10,000
note payable into 10,000 shares of the Company's common stock at $1.00 per share
as payment of the note balance.

In August 2000, the Company entered into a third promissory note agreement with
BulletProof under which the Company borrowed $5,000. Interest was at prime rate
and principal and interest was due on demand. The promissory note included
conversion provisions and, in August 2000, BulletProof converted the $5,000 note
payable into 5,000 shares of the Company's common stock at $1.00 per share as
payment of the note balance.

In September 2000, the Company entered into a fourth promissory note agreement
with BulletProof under which the Company borrowed $4,680. Interest is at prime
rate and principal and interest are due on demand. The promissory note includes
conversion provisions, allowing the creditor to convert all borrowings to common
stock at a rate of $2.00 per share. As of December 31, 2000, BulletProof had not
converted the note payable to common stock.

In November 2000, the Company entered into a fifth promissory note payable
agreement with BulletProof under which the Company could borrow up to $25,000.
Interest is at prime rate and principal and interest are due on demand. The
promissory note includes conversion provisions, allowing the holder to convert
all advances to common stock at a rate of $4.50 per share. As of December 31,
2000, the Company had not borrowed any amounts under the note payable agreement.

NOTE 5 - STOCKHOLDERS' EQUITY
In October 1999, the Company issued 750,000 shares of its common stock valued at
$.02 per share to BulletProof in exchange for $15,000 cash. In November 1999,
the Company issued 250,000 shares of its common stock valued at $.02 per share
to BulletProof in exchange for $5,000 cash.

In October 1999, the Company issued 2,600,000 shares of common stock valued at
$52,000 ($.02 per share) to six officers, directors and consultants of the
Company as consideration for services provided to the Company. During 1999, the
Company issued 834,569 shares of common stock valued at $16,691 ($.02 per share)
to BulletProof as consideration for administrative expenses paid on behalf of
the Company.

During 1999 and 2000, the Company entered into a series of promissory note
agreements with BulletProof to borrow cash directly or to have BulletProof pay
expenses on the Company's behalf. In April 2000, the Company converted the
$20,000 note from the 1999 borrowing into 1,000,000 shares of the Company's
common stock at $.02 per share. In May and August 2000, the Company borrowed
$10,000 and $5,000, respectively, from BulletProof and in August 2000 converted
the notes into 15,000 shares of the Company's common stock at $1.00 per share.

In March and April 2000, the Company issued 500,000 shares and 250,000 shares of
common stock valued at $10,000 and $5,000, respectively, at $.02 per share, to
two officers of the Company as consideration for services provided to the
Company. The shares issued by the Company in connection with this transaction
are not registered under the Securities Act of 1933 and are subject to
restrictions on transferability for a period of one year from the date of
issuance.

In May 2000, the Company issued a private placement memorandum under Regulation
D, Rule 504 of the Securities and Exchange Act of 1933, as amended, for the
purpose of raising $500,000 administrative and marketing costs, web site and
content development, capital expenditures and the establishment of a cash
reserve. Pursuant to the private placement, the Company sold 10,835 shares of
common stock at $1.00 per share in cash.

In June and July 2000, the Company issued 4,630 shares of its common stock at
$1.00 per share to three parties as reimbursement of expenses paid on the
Company's behalf.

In August 2000, the Company issued 107,000 shares of common stock to another
company at $1.00 per share for interactive database technology services. These
amounts have been expensed as research and development costs.

During August and September 2000, the Company issued 700,000 and 10,000 shares
of common stock to purchase interests in two other companies, respectively. See
Note 3. The transactions were valued at $710,000, or $1.00 per share.

In August 2000, the Company issued 45,000 shares of common stock valued at
$45,000 ($1.00 per share) as consideration for future services to be provided to
the Company by BulletProof. In December 2000, the Company issued 4,000 and
40,000 shares of common stock, respectively, to two Audit Committee Members and

                                       33

<PAGE>

two new officers as compensation for future services. The services for these
individuals were negotiated at a total value of $198,000, or $4.50 per share.
However, the Company has valued the transaction at $1.00 per share for
accounting purposes, which is the most recent amount for which the Company has
sold shares for cash. During 2000, of the aggregate $89,000 recorded as deferred
compensation, $21,920 has been expensed as services rendered in 2000. The shares
issued by the Company in connection with these transactions are not registered
under the Securities Act of 1933 and are subject to restrictions on
transferability for a period of one year from the date of issuance.

NOTE 6 - DEFERRED COMPENSATION
In August 2000, the Company entered into an agreement with BulletProof to
receive professional consulting services in exchange for 45,000 common shares of
the Company. The stock was negotiated and recorded at $1.00 per share, or a
total of $45,000, and recorded as deferred compensation. As of December 31,
2000, professional services of $20,000 had been provided to the Company and
expensed under this agreement. The Company plans to utilize the remainder of
these services in March and April of 2001. As services are rendered, the
deferred compensation will be reduced and the services will be expensed in the
statement of operations.

In December 2000, the Company entered into agreements with four individuals to
serve as officers or as audit committee members in exchange for an aggregate of
44,000 shares of the Company's common stock at a negotiated value of $4.50 per
share; however, for accounting purposes the Company has recorded the stock at
$1.00 per share, or a total of $44,000. The Company will ratably expense the
deferred compensation over the next twelve to twenty four months as the services
are rendered, or a total of $22,112 in 2001 and $19,968 in 2002.

The shares that were issued by the Company for these services are not registered
under the Securities Act of 1933 and are subject to restrictions on
transferability for a period of one year from the date of issuance.

NOTE 7 - LEASE COMMITMENTS
As of December 31, 2000, the Company had a single 1-year, non-cancelable
operating lease for office space expiring on June 30, 2001. The lease provides
for monthly payments of $924.

Rent expense was $7,356 for the period ending December 31, 2000 and $8,114 from
Inception (October 12, 1999 to December 31, 2000. The minimum future rental
commitments over the next five years under the Company's operating leases at
December 31, 2000 are as follows:

         2001                          $5,544
         Thereafter                         -
                                       -------
         Total                         $5,544
                                       =======

NOTE 8 - RELATED PARTY TRANSACTIONS
During 2000, the Company issued 45,000 share of common stock valued at $45,000
to BulletProof Business Plans, Inc. as consideration of professional consulting
services to be performed in the future.

During 2000, the Company issued 1,015,000 shares of common stock to BulletProof
Business Plans, Inc. as consideration for the payment of notes payable in the
amount of $35,000. As stated in Note 4, there was $4,680 due to BulletProof
Business Plans as of December 31, 2000.

During 2000, several vendors for which prepaid services were recorded at
December 31, 2000 and one individual for whom deferred expense was recorded at
December 31, 2000 had directly, or had relatives who, purchased minimal amounts
of common stock prior to stock being issued for prepaid services.

NOTE 9 - INCOME TAXES
There is no current or deferred tax expense for the period from October 12, 1999
to December 31, 2000 due to net losses from operations by the Company.

Deferred income taxes are recorded to reflect the tax consequences on future
years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year-end. Deferred income tax assets are
recorded to reflect the tax consequences on future years of income tax
carry-forward benefits, reduced by benefit amounts not expected to be realized
by the Company.

The net deferred tax asset is comprised of the following at December 31, 2000:

                                       34

<PAGE>

                                                           2000
                                                           ----
       Net operating loss benefit carry forward        $   93,500
       Valuation allowance for deferred tax assets        (93,500)
                                                       -----------
       Net deferred tax asset                          $        -
                                                       ===========


As of December 31, 2000, the Company had operating loss carryforwards of
approximately $471,000 ($66,800 expires after December 31, 2019 and the balance
expires December 31, 2020). The operating loss carryforward is calculated based
on book versus tax computations.

NOTE 10 - SUBSEQUENT EVENTS (UNAUDITED)
During 2001, we have entered into various agreements with "Concept Affiliates"
and "Concept Screeners. Our Concept Affiliates have agreed to provide
information technology, marketing, strategic planning, and administrative
services for periods of three to five years. Our Concept Screeners have agreed
to provide screening services for periods of two to five years.

In March 2001, the Company entered into an agreement with an individual to serve
as an audit committee member in exchange for 2,000 shares of the Company's
common stock. The Company recognizes the transaction as deferred compensation
and will ratably expense these deferred expenses over the next twelve months as
services are rendered.

The shares issued by the Company in connection with these transaction are not
registered under the Securities Act of 1933 and are subject to restrictions on
transferability for a period of one year from the date of issuance.


Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

Our independent accountant is Gordon, Hughes & Banks LLP, 6851 South Holly
Circle, Suite 125, Englewood, Colorado 80112. There are no changes in and
disagreements with accountants on accounting and financial disclosure.

                                    PART III

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

Director Compensation
All authorized out-of-pocket expenses incurred by a Director on our behalf will
be subject to reimbursement upon receipt by us of required supporting documents
of such expenses. Although Directors may be eligible to participate in our
future stock option and/or incentive plan(s), if any, Directors do not receive
any additional compensation or an annual Directors fee at the present time.

(a)  Directors and Executive Officers
The Director and Executive Officers of the Company are appointed annually at the
first meeting of the Company's Board of Directors held after each annual meeting
of stockholders. Each executive officer will hold office until his successor is
duly elected and qualified, until his resignation or until he shall be removed
in the manner provided by the Company's By-Laws. The entire Board of Directors
will be up for election at the next annual meeting of stockholders.

The Directors and executive officers of the Company were appointed between
October 12, 1999 and December 31, 2000. As of December 31, 2000, the names,
ages, and positions are as follows:
<TABLE>
<CAPTION>
Name                       Age    Position                                                 Since
----                       ---    --------                                                 -----
<S>                        <C>    <C>                                                     <C>        <C>
Sue Perrault               45     President and Director                                  November   1999

D. Kirk LaPoure            32     Chief Financial Officer and Director                     March     2000

Frank R. Maresca, Jr.      31     Vice President of Strategic Acquisitions and Director    April     2000

Helen Chen                 29     Vice President of Research                               March     2000

                                       35

<PAGE>

Lan Xie                    27     Vice President of Index Development                      March     2000

Melvyn Bloomberg           44     Vice President of Business Development Europe           December   2000

William A. Grazier III     35     Vice President of Information Technology                December   2000

Eric Schmitz               34     Audit Committee Member                                  December   2000

Jane Olmstead              46     Audit Committee Member                                  December   2000
</TABLE>

Note (1): These persons may be deemed "promoters" of the Company as that term is
defined under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

(b) Significant Employees
We rely on our Board of Directors, Executive Officers, and all of our employees
to further the development of our business.
(c) Family Relationships
Stacie Perrault, Communications Manager, is the daughter of Sue Perrault,
President. There are no other family relationships.

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who beneficially own more than ten
percent of a registered class of our equity securities (referred to as
"reporting persons"), to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities. Reporting persons are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file. To
the Company's knowledge, all Section 16(a) filing requirements applicable to its
directors, executive officers and greater than ten percent beneficial owners
during such period were satisfied.

Sue Perrault, President, has extensive experience in strategic analysis and
writing, marketing, project management, promotions and sales. Currently, Ms.
Perrault provides consulting services to BulletProof Business Plans, Inc. where
she is responsible for analytical research and writing, public relations,
marketing, sales and strategic campaign development. Previously, she served as
Promotions Manager for the National Conference of State Legislatures, where she
was responsible for the creation and implementation of the organization's
marketing initiatives. These included all marketing materials for the
organization's publications, meetings and membership, including public relations
materials, brochures, website content, advertisements and catalogs. Prior to
this, Ms. Perrault owned and operated a successful specialty glass-blowing
business.

D. Kirk LaPoure, Chief Financial Officer, brings over eight years of financial
management experience to the Dstage.com team. Currently, Mr. LaPoure provides
consulting services to BulletProof Business Plans, Inc., where he is responsible
for strategic analysis and the preparation of projected financial statements.
Mr. LaPoure was the Chief Financial Officer of Mountain Sales and Service, Inc.,
a wholesaler of food service equipment, from May 1996 to March 2000. Prior to
this, Mr. LaPoure was the Controller of Evergreen Caissons, Inc., a
foundation-drilling subcontractor in the Rocky Mountain region. Mr. LaPoure
received his Bachelor of Science in Finance from Metropolitan State College of
Denver.

Frank R. Maresca, Jr., Vice President of Strategic Acquisitions, has held
several key positions in the securities industry over the past decade. In the
course of his career, Mr. Maresca has successfully taken several companies
public, effectively led numerous mergers and acquisitions and raised funds for
public and private ventures poised for rapid expansion. Mr. Maresca also serves
as CFO of Longport, Inc., a publicly traded medical technology company. From
1995 to 1997, he served as Head Trader for D. Weckstein, Inc., a boutique
Investment banking firm in New York City. Prior to this, Mr. Maresca was the CEO
of BMV Financial, a West Coast Investment Banking Firm in which he oversaw the
operations, directed, and supported all brokerage activity and operations. Prior
to joining BMV Financial, he served as a trader and broker for Waterhouse
Securities. Mr. Maresca received his Bachelor of Science in Business
Administration from Pace University, New York, New York, in 1992, with
concentrations in Accounting, Finance, and Management. He holds a number of
securities licenses and credentials, including Series 4 Options Principal
Registration, Series 24 General Principal Registration, Series 7, 55 and 63
Licenses.

Helen Chen, CPA, Vice President of Research, currently serves on the accounting
staff of Doll Capital, a venture capital fund. Previously, Ms. Chen served as a
Vice President for BulletProof Business Plans, Inc., where she has developed a
library of industry profiles. Prior to joining BulletProof Business Plans, Ms.
Chen served in Taiwan, and later in Silicon Valley, as a research analyst for

                                       36

<PAGE>

Crimson Capital, a private equity fund focused on investment opportunities in
U.S. and Asia. Before joining Crimson Ms. Chen was with KPMG Peat Marwick's
Information, Communications and Entertainment practice. Ms. Chen holds Master of
Science and Master of Business Administration degrees from Northeastern
University's Graduate School of Business, Graduate School of Public Accounting.
Ms. Chen received her Bachelor of Arts in Political Science from Wellesley
College, with cross sectional courses at Massachusetts Institute of Technology,
and holds a Diploma from London School of Economics.

Lan Xie, CPA, Vice President of Index Development of Dstage.com, Inc. Ms. Xie is
the Internal Audit Manager of Reuters America, Inc. where she has reviewed and
evaluated global operations in efficiency and productivity. Ms. Xie has directed
management regarding strategic business decisions since August 1998. Ms. Xie's
prior experience includes serving as a Senior Associate with Price Waterhouse
Coopers LLP from June 1994 to July 1998. Ms. Xie graduated Summa cum Laude from
Boston University with a B.S. in Business Administration.

Melvyn Bloomberg, Vice President of Business Development-Europe, has a lifetime
of experience working with new inventions and innovative business ideas. Through
his numerous business dealings he has established a wide-range of contacts in
the fields of finance, law and general commercial areas. Mr. Bloomberg received
his 1-1 Law Degree at the Open University of Milton Keenes in the United
Kingdom.

William A. Grazier, III, Vice President of Information Technology, currently
serves as Chief Information Officer for Longport, Inc., a medical device
manufacturer, and as Director of Technology for RackLogic Technologies, Inc., an
Internet infrastructure company located in Silicon Valley. At Longport, Mr.
Grazier is responsible for providing direction to, and overseeing the progress
of, the company's Information Technology initiatives. Major projects currently
underway include the company's CRM (Customer Relationship Management) and DICOM
(Document Imaging and Communications in Medicine) implementation initiatives. At
RackLogic Technologies, Mr. Grazier is responsible for various business and
product development activities including strategic relationship formation,
channel development and marketing, pipeline product research and development,
and interfacing and consulting with high-level enterprise customers. Previously,
Mr. Grazier served as acting Chief Information Officer and System Design
Engineer for GFI Group, Inc., a Wall Street Inter-Dealer Brokerage firm with
offices spanning four continents and numerous equity, fixed income, derivative
and exotic financial markets. Mr. Grazier earned his Bachelor of Science in
Electrical Engineering from the University of Rochester, College of Engineering
and Applied Science in Rochester, New York.

Jane Olmstead, CPA, Audit Committee Member, has over 20 years experience in the
financial and accounting fields, including serving as a Senior Management
Consultant with Touche Ross & Co. (currently Deloitte & Touche) for nine years.
Ms. Olmstead's expertise is in strategic business planning, financial systems
design and implementation and tax preparation and planning. Her involvement with
numerous Fortune 500 companies such as Ford Motor Co., Mobil Oil and Coors
resulted in cost savings measures and increases in profitability through the
implementation of improved financial and communication systems. Ms. Olmstead has
focused on improving corporate efficiency and effectiveness through a variety of
means including: acting as CFO, implementing new procedures, creating
reorganization plans, forecasting and planning for future growth. Some of her
additional strengths are in asset management, systems integration, budgeting and
cost control. Ms. Olmstead graduated Magna cum Laude from the University of
Tennessee with a B.S. in Accounting and a Minor in Statistics. She is currently
a member of the Colorado Society of CPAs and the Association of Professional
Consultants.

Eric Schmitz, CPA, Audit Committee Member, has seen several sides of the
healthcare industry while working for Anthem Blue Cross and Blue Shield. Mr.
Schmitz has successfully moved through varying positions of increased
responsibility. During the course of his career at Anthem, he has audited
hospitals for financial compliance, developed software now utilized by numerous
Blue Cross Blue Shield plans nationwide and held the highest financial position
of a downstreamed subsidiary. Mr. Schmitz earned his B.S. in Business
Administration and Accounting at the University of Evansville.

Item 10. EXECUTIVE COMPENSATION

None of our executive officers or directors currently has a compensation
package. We have not entered into any written employment agreements with our
executive officers as of the date of this filing. All members of management have
elected to postpone negotiations with us regarding salaries, until such time as
our revenue is adequate to pay salaries without causing financial damage to our
plan for business development. When it becomes necessary, more detailed written
employment contracts may be entered into between our key personnel and the
Company.

                                       37

<PAGE>

Our Board of Directors has not adopted any Stock Incentive Plans as of the date
of this filing. We are considering formulating such a plan in the future to
encourage our Directors, executive officers and employees to bring in better
operation results and to maximize the value of our common stock. Stock options
may be granted to eligible participations in the form of Incentive Stock Options
(ISOs) under the Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") or options which do not qualify as ISOs (non-Qualify Stock Options
or "NQSOs").

<TABLE>
<CAPTION>
Summary Compensation Table
                                                                 Annual         Other            Total
           Name and Principal Position                Year       Salary      Compensation     Compensation
----------------------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>      <C>                 <C>
Sue Perrault                                          2000         $0             $0               $0
President                                             1999         $0       Stock $30,000       $30,000
D. Kirk LaPoure                                       2000         $0       Stock $10,000       $10,000
Chief Financial Officer                               1999         $0        Stock $5,000        $5,000
Frank R. Maresca, Jr.                                 2000         $0        Stock $5,000        $5,000
Vice President of Strategic Acquisitions              1999         $0             $0               $0
Helen Chen                                            2000         $0             $0               $0
Vice President of Research                            1999         $0        Stock $5,000        $5,000
Lan Xie                                               2000         $0             $0               $0
Vice President of Index Development                   1999         $0        Stock $5,000        $5,000
William A. Grazier III                                2000         $0             $0               $0
Vice President of Information Technology              1999         $0            n/a              n/a
Melvyn Bloomberg                                      2000         $0             $0               $0
Vice President of Business Development Europe         1999         $0            n/a              n/a
Eric Schmitz                                          2000         $0             $0               $0
Audit Committee Member                                1999         $0            n/a              n/a
Jane Olmstead                                         2000         $0             $0               $0
Audit Committee Member                                1999         $0            n/a              n/a
</TABLE>

                                       38

<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners
The following table sets forth information as of the date hereof, based on
information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by each person known by us to own
beneficially 5% or more of the Common Stock:
<TABLE>
<CAPTION>
                                                                                Name and Address of
    Name and Address                    Number of       Title of     Percent    Beneficial Owner
    of Beneficial Owner                   Shares          Class      of Class   Controlling Shareholders
    -------------------                   ------          -----      --------   -------------------------
    <S>                                 <C>               <C>          <C>      <C>
    BulletProof Business Plans,         2,891,969         Common       39.53%   Lorenzo Carver, CPA
    Inc.  1600 Broadway, Suite 2400                                             550 E. 12th Ave. #810 Denver,
    Denver, CO  80202                                                           CO  80203
                                                                                (49%)
                                                                                Sandra Carver
                                                                                7680-D  Santa Barbara Drive
                                                                                Indianapolis, IN  46268  (15%)
                                                                                Lester and Vanessa Carver
                                                                                1621 W. 76th Place
                                                                                Indianapolis, IN  46260
                                                                                (12%)
                                                                                Sandra and Todd Welch
                                                                                6547 Scenic Court
                                                                                Indianapolis, IN  46260
                                                                                (12%)

    Sue Perrault                        1,500,000         Common       20.50%   N/A
    2261 Blake 2G
    Denver, CO  80205

    D. Kirk LaPoure                       750,000         Common       10.25%   N/A
    30296 Stagecoach Lane Evergreen,
    CO  80439
    GOTO-MD, Inc.                         700,000         Common        9.57%   Schiffer, LLC
    100 N. Winchester, Suite 275                                                275 Saratoga Ave., Ste. 152
    Santa Clara, CA  95050                                                      Santa Clara, CA  95050
                                                                                (78%)
                                                                                Dstage.com, Inc.
                                                                                1600 Broadway, Suite 2400
                                                                                Denver, CO  80202   (10%)
                                                                                Linda Lowery
                                                                                624 Charmain Drive, Campbell,
                                                                                CA  95008
                                                                                (6%)
    Total  5% Shareholders              5,841,969         Common       79.85%
    as a Group
</TABLE>

Note (1) The number of shares of Common Stock owned are those "beneficially
owned" as determined under the rules of the Securities and Exchange Commission,
including any shares of Common Stock as to which a person has sole or shared
voting or investment power and any shares of Common Stock which the person has
the right to acquire within 60 days through the exercise of any option, warrant
or right. Note (2) All shares are held beneficially and of record and each
record shareholder has sole voting and investment power.

                                       39

<PAGE>

(b) Securities Ownership of Management
                                            Number of    Title of        Percent
     Name                                     Shares       Class        of Class
     ----                                     ------       -----        --------
     Sue Perrault                           1,500,000     Common         20.50%
     D. Kirk LaPoure                          750,000     Common         10.25%
     Frank R. Maresca, Jr.                    253,441     Common          3.46%
     Helen Chen                               250,000     Common          3.42%
     Lan Xie                                  250,000     Common          3.42%
     Stacie Perrault                          100,000     Common          1.37%
     Melvyn Bloomberg                          20,000     Common          0.27%
     William A. Grazier III                    20,000     Common          0.27%
     Eric Schmitz                               2,000     Common          0.03%
     Jane Olmstead                              2,000     Common          0.03%
     ---------------------------------------------------------------------------
     Officers & Directors as a Group        3,147,441                    43.02%

Note (1) The number of shares of Common Stock owned are those "beneficially
owned" as determined under the rules of the Securities and Exchange Commission,
including any shares of Common Stock as to which a person has sole or shared
voting or investment power and any shares of Common Stock which the person has
the right to acquire within 60 days through the exercise of any option, warrant
or right.
Note (2) No officer, director or security holder listed above owns any warrants,
options or rights.
Note (3) All shares are held beneficially and of record and each record
shareholder has sole voting and investment power.
Note (4) The address at which each Executive Officer and Director can be reached
is the Company's headquarters, located at 1600 Broadway, Suite 2400, Denver, CO
80202.

(c) Involvement in Certain Legal Proceedings
None of our management is involved in any type of legal proceedings.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

BulletProof Business Plans, Inc., our largest shareholder, has had, and
continues to have, certain transactions with us as described herein.

During the fiscal year ended December 21, 2000, the Company issued 45,000 shares
of common stock valued at $45,000 to BulletProof Business Plans, Inc. as
consideration of professional consulting services to be performed in the future.
As of December 31, 2000, $20,000 of this amount had been expensed.

During the fiscal year ended December 31, 2000, the Company issued 1,015,000
shares of common stock to BulletProof Business Plans, Inc. as consideration for
the payment of notes payable in the amount of $35,000. As of December 31, 2000,
there was $4,680 due to BulletProof Business Plans.

As of December 31, 2000, BulletProof Business Plans, Inc. owned 2,891,969
shares, or 39.53%, of our outstanding common stock. Our President, Sue Perrault,
owns 4% of BulletProof Business Plans, Inc. and performs consulting services for
them in the areas of sales and marketing. Vice President Helen Chen has
performed research on a consulting basis for BulletProof Business Plans, Inc. in
the past and owns 1% of their company. Our Communications Manager, Stacie
Perrault, is the daughter of our President, Sue Perrault, and also previously
served as part of the BulletProof Business Plans, Inc. management team on a
consulting basis. Our Secretary/Treasurer and CFO, Kirk LaPoure, also serves as
the CFO for BulletProof Business Plans, Inc. on a consulting basis.


Item 13. EXHIBITS AND REPORTS ON FORM 8-K

                                       40

<PAGE>

(a) List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-B. Where so indicated by footnote, exhibits, which were
previously filed, are incorporated by reference. For exhibits incorporated by
reference, the location of the exhibit in the previous filing is indicated in
parentheses.

Index to Exhibits

Exhibit Number        Description
-------------------   ----------------------------------------------------------
2.                    Charter and Bylaws
2.1                   Articles of Incorporation of Dstage.com, Inc.

2.2                   By-Laws of Dstage.com, Inc.

3.                    Instruments Defining the Rights of Security Holders
3.1                   See Exhibit 2.1 "Articles of Incorporation

5.                    Voting Trust Agreement
5.1                   None

6.                    Material Contracts
6.1                   Office Lease Agreement


(b) Reports on Form 8-K

Dstage.com, Inc. did not file any reports on Form 8-K during the fiscal year
ended December 31, 2000.

SIGNATURES

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


Dstage.com, Inc.
                             Dated: March 23, 2001   By: /s/ Sue Perrault
                                                         -----------------------
                                                         Sue Perrault, President


                             Dated: March 23, 2001   By:  /s/ D. Kirk LaPoure
                                                         -----------------------
                                                         D. Kirk LaPoure, CFO

                                       41