SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

 FOR ANNUAL AND TRANSITIONAL REPORTS UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

(MARK  ONE)

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

                     FOR FISCAL YEAR ENDED DECEMBER 31, 2001

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

          FOR  THE  TRANSITION  PERIOD  FROM  _____________  TO  ______________


                        COMMISSION FILE NUMBER: 000-00000

                                DSTAGE.COM, INC.
      (EXACT NAME OF SMALL BUSINESS REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                                 52-2195605
(State  or  other  jurisdiction                               (I.R.S.  Employer
of incorporation or organization)                          Identification  No.)

                            1600  BROADWAY,  SUITE  2400                80202
                                  DENVER,  COLORADO                 (Zip  Code)
                      (Address of principal executive offices)

                                 (303) 542-1802
               Registrant's telephone number, including area code


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

                                      NONE

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

                                (TITLE OF CLASS)
                         COMMON STOCK, PAR VALUE $0.001

    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[X]  No[ ]

    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. [X]

    The  approximate  aggregate  market  value  of  Common  Stock  held  by
non-affiliates  of  the  Registrant  was  $4,350,634  as  of  March  26,  2001.

    On  March  26,  2001,  the  Registrant  had outstanding 12,089,052 shares of
Common  Stock,  $0.001  par  value.

    The Registrant's revenues for the year ended December 31, 2001 were $53,500.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
================================================================================

                                        1
<PAGE>

                                TABLE OF CONTENTS
                            FORM 10-KSB ANNUAL REPORT
                       FISCAL YEAR ENDED DECEMBER 31, 2001

                                DSTAGE.COM, INC.


        ITEM                                                               PAGE

                                     PART I

1.     Description  of  Business                                               3
2.     Description  of  Properties                                            17
3.     Legal  Proceedings                                                     18
4.     Submission  of  Matters  to  a  Vote  of  Security  Holders            18

                                     PART II

5.     Market  for  Common  Equity  and  Related Stockholder Matters          18
6.     Management's  Discussion  and  Analysis                                24
7.     Financial  Statements                                                  33
8.     Changes in and Disagreements with Accountants on Accounting
       and Financial Disclosures                                              51

                                    PART III

9.      Directors,  Executive Officers, Promoters and Control Persons         51
10.     Executive  Compensation                                               54
11.     Security  Ownership of Certain Beneficial Owners and Management       55
12.     Certain  Relationships  and  Related  Transactions                    57
13.     Exhibits  and  Reports  on  Form  8-K                                 58
        Signatures                                                            59




THIS  REPORT  ON  FORM  10-KSB  CONTAINS  FORWARD-LOOKING  STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND WITHIN THE
MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH
ARE   SUBJECT  TO  THE  "SAFE  HARBOR"   CREATED  BY  THOSE  SECTIONS.  THESE
FORWARD-LOOKING  STATEMENTS INCLUDE BUT ARE NOT LIMITED TO 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.

                                        2
<PAGE>

ITEM  1.  -  DESCRIPTION  OF  BUSINESS



GENERAL

Dstage.com,  Inc.,  a  Delaware  corporation (the "Company") was incorporated on
October  12, 1999 to provide support, organization and restructuring services to
other  development  stage  companies. In the summer of 1999, our founders 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 our
team  to  devise a new model for venture creation and growth. Our 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,
we  plan  to offer advice and resources to entrepreneurs looking to launch novel
products  and  ventures  worldwide.

In  analyzing,  describing and discussing our business, we use certain terms and
phrases that may not be readily understood to persons unfamiliar with our model.
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.

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

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
and  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.

                                        3
<PAGE>

BUSINESS  DEVELOPMENT


Dstage.com  was  established  to pursue a self-developed approach to development
stage company formation. Using our common stock as payment, we have attempted 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  since our inception. 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 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.

At  the  beginning  of  2001,  we  focused  our  efforts on five key areas.  Key
progress  in  each  of  these  areas  since  inception  is  follows:

1.     ACQUIRING  RESOURCE  COMMITMENTS FROM CONCEPT AFFILIATES ACROSS THE GLOBE

In 1999, a partial year beginning on October 12, our network consisted of only 2
Concept  Affiliates and 4 officers, 1 of which also served as our sole director.
At  this  level, our efforts were primarily composed of organizing the business.
In  2000,  our network grew to a total of 6 concept affiliates, 7 officers, 3 of
which  also  served as directors, and 2 independent directors that served on our
audit committee.  This network, albeit young and small, allowed us to refine our
business  model,  prepare  our registration statement, file quarterly statements
with  the  SEC,  successfully  hold our first annual meeting, recruit additional
Concept  Affiliates,  invest  in  two early stage companies and secure our first
piece  of  licensed  technology.  These development activities were important to
our  growth and were accomplished primarily in exchange for shares of our common
stock,  with  all  activities  in  2000 consuming approximately $73,467 in cash,
including  expenses  paid in cash by our shareholders and reimbursed by us using
our  common  stock  and  notes.

As  of  December  31,  2001,  our  network  consisted  of  a total of 20 concept
affiliates,  7  concept  screeners,  9  officers,  3  of  which  also  served as
directors,  and  3 independent directors that served on our audit committee.  In
addition  to  the  number of resource providers growing, we pursued transactions
and  resource  commitments  for  larger  transacted dollar amounts with a larger
number  of  our  common  shares  required for each transaction.  During 2001, we
reviewed  and  negotiated  opportunities for a range of resources, including but
not limited to, customer relationship management technology, password protection
technology,  cancer  drug  technology, proprietary chemicals, RNA technology and
copy  protection  technology.  A  brief  summary  of  the larger transactions we
closed  during  2001,  along  with  their  current  status,  follows:

49  Year  Philippine  Property  Lease

In  June  of  2001, a Dstage  Concept Screener made  us aware  of a  Philippines
based  Company,  Bentley  House  Furniture  Company, that was seeking a means of
putting  an  idle manufacturing plant in Davao City, Philippines to a beneficial
use.  According  to  a  KPMG/Laya Mananghaya audit  report  dated  January  2001
and  an Asian Appraisal  report dated September 1998, the facility was completed
in  1998,  and valued  at  no  less  than $5,000,000.  Based on these  facts and
other  materials  provided  by Bentley  House  Furniture  Company,  we agreed to
exchange 1,000,000 of our  common  stock  in  lieu  of $6,000,000 cash to secure
a 49-year  lease.   The lease agreement  contained a  provision whereby we could
purchase the property  for $100,000  in  cash  should Philippine law ever permit
real  estate  ownership  by  a  U.S.  controlled  corporation.   For  accounting
purposes,  we  recorded  the transaction  at $1.15 per share, or $1,150,000 and
fully impaired the investment at  100%.

                                        4
<PAGE>

Progress:   Due   to  mounting   uncertainties   concerning  the   property,  we
Impaired 100%  of the recorded amount of the transaction in December of 2001. In
December  of 2001, a Dstage Concept Affiliate made us aware of a firm engaged in
the long-term storage of digital images, Quintek Technologies, Inc. ("Quintek").
The Concept Affiliate had a working relationship with Quintek and indicated that
Quintek  was  looking to expand their operations into Asia.  In January of 2002,
the  Company  entered into a non-binding LOI with Quintek Technologies to invest
the  Philippines  property  lease  as  part  of  Quintek Technologies' New Asian
Operation.  Subsequent  to  further  evaluation, the Company determined that the
agreement  with  Quintek  Technologies  was  no  longer  viable and negotiations
ceased.  Thereafter,  the  leasor,  Bentley  House  Furniture  Company,  Inc., a
Philippines  Corporation,  proposed  reacquiring  our  rights under the property
lease.  The  outcomes  of  these  proposed  transactions  remain  uncertain.


OTCBB  Data  Application  License

In  late October of 2001, a Dstage Concept Affiliate proposed that we license an
interactive database of OTCBB data from a Canadian firm, DataStand Technologies,
Inc.  Upon review of the application, our management asked the Concept Affiliate
to  negotiate  a  transaction  on our behalf to secure 3 premium licenses to the
technology in exchange for shares of our common stock.   In November of 2001, we
agreed  to  issue  270,000  shares of our common stock in exchange for the three
licenses.

Progress:  Under  the  agreement,  we  can  deploy  3  licenses of the DataStand
Technologies,  Inc.  database  and applications for periods of 3 years each.  We
have identified one planned  internal use of the technology and continue to seek
additional  uses.


Copy  Protection  Technology  License

In September of 2001, a client we had provided marketing and strategy consulting
services  to,  SunnComm,  Inc.  ("SunnComm")  made  us  aware of a complementary
technology  they  felt  would expand their market potential.  In anticipation of
marrying  the  two  technologies,  we began discussions with SunnComm to license
their  copy protection technology.   The SunnComm Copy Protection Technology was
developed  to  protect compact discs ("CDs") from unauthorized duplication.  The
technology  we  originally  agreed to license protected CD-R's from unauthorized
duplication  and  was  believed  to  hold potential for greater functionality if
combined  with  an  integrated media player technology.  As a result, we pursued
purchasing  a  media  player  technology  to complement the SunnComm Technology.

Progress:  After further review, we executed an expanded agreement with SunnComm
in  December  of  2001.  Under this agreement, we received rights to a number of
Copy  Protection  Technologies  developed  by  SunnComm.  Some  of  these rights
contain royalty payment schedules and some do not.  In exchange for the license,
we  issued  2,000,000  shares  of  our  common  stock in a transaction valued at
$4,000,000  for  negotiating purposes.  For accounting purposes, we recorded the
transaction  at  a  value of $2,000.  We are currently in negotiations to invest
the  licensed  technology  into  a  new  subsidiary.

Media  Player/Peer-to-Peer  Technology  Purchase

In  September  of 2001, we began discussions to purchase Media Player technology
from  VedaLabs,  Inc.  ("VedaLabs").  Our  intention was to combine the VedaLabs
Technology  with  the  SunnComm  Technology.

Progress:  We  entered into a binding letter of Intent with VedaLabs in November
of  2001.  We  are  currently  negotiating  the  definitive agreement.  However,
substantial  uncertainty exists as to whether or not the transaction will close.

                                        5
<PAGE>

We  also  continued  our  efforts  to  grow our operations globally in 2001.  In
January  of  2001, we assembled a team composed of four officers and two Concept
Affiliates  to lay the groundwork for building our network in Europe.  This team
met  with  potential  allies, officers, London Stock Exchange personnel, venture
capitalists and other parties in London, England to explain the Dstage model and
explore  potential  ways  to  work  together to the benefit of development stage
companies.  As  a  result of these efforts, along with continuing work performed
by  our  Vice  President of Business Development - Europe and our President, the
company  engaged  2  key Concept Affiliates in London during 2001. Both of these
groups,  a  government  consulting  group with strong ties to UK officials and a
small   Internet   development   practice,   attended   our  annual  meeting  in
Breckenridge, Colorado in June of 2001 and fielded business opportunities to and
from  the  U.S.  as a result of our network.  In addition, our efforts in Europe
have  resulted  in  discussions  and  negotiations  with  potential officers and
Concept  Affiliates  in  Europe  throughout  2001.


2.     COMPLETING  FUNCTIONAL  SPECIFICATIONS  AND  DETAIL  DESIGN OF OUR ONLINE
VENTURE  FORMATION  APPLICATION

We  continue  to  develop  functional  specifications  for  our  online  venture
formation  application,  the  Dstage  Application.  Throughout  2001,  our  Vice
President of Information Technology, along with several affiliates, investigated
various  online  applications  that  held  promise  as  components of the Dstage
application.  Beyond  the  primary  objective of defining the systems, work flow
and  functionality requirements, these efforts were expected to identify vendors
we  could  approach  to  accept  common  stock in exchange for licenses to their
components  for  use in our application.  The Company's executive officers and a
small  group of affiliates experimented with some of these systems.  Although we
have  not  yet  completed  the  functional specifications, key components of the
system  have  been  reduced  to  the  following  elements  and  features:

-Online  Project  Management
-Online  Collaboration
-An  Internet  Based  Exchange
-An  Online  Knowledge  Management  Solution
-Integration  With  Accounting  Systems


3.     ENGAGING  CONCEPT  AFFILIATES,  SERVICING CONCEPT SPONSORS, AND REVIEWING
POTENTIAL  REVERSE  INCUBATION  AND  RESIDUAL  INTELLECTUAL  PROPERTY  MINING
OPPORTUNITIES  MANUALLY  UNTIL  THE  DSTAGE.COM  APPLICATION  IS  COMPLETED

2001  represented the most extensive use of our growing network since inception.
Concept  Affiliates  provided  services in a number of business areas, including
but  not  limited  to  marketing,  multimedia  development,  strategic planning,
securities  compliance,  due  diligence, technology, corporate image development
and investor relations.  For the most part, these services were used to meet our
internal  business  needs,  analyze  and assess potential reverse incubation and
intellectual  property  opportunities  and  provide  professional  services that
generated  revenue  for  us.

In addition, we made progress in defining our intended use of the Private Equity
Site  we  licensed  from  NVST.com,  Inc. in 2000.  We intend to build an online
destination  using  this  technology  to facilitate exchanging resources between
OTCBB  companies  named "Dstage.net."  Concept Affiliates Zucker and Staub, Ltd.
and  BulletProof  Business  Plans, Inc. participated in preparing an overview of
the  customization  required to accomplish this project efficiently.  As part of
our  plans  to  build  this  online  destination,  we  licensed  a  database and
application  with  daily  updated OTCBB information from DataStand Technologies,
Inc.  in  November  of  2001.

Concept  Affiliate  Eagle  Consulting,  Inc.  participated in a number of Dstage
projects  during  the  year,  including  preparation  of  a  draft  registration

                                        6
<PAGE>

statement  and  a  draft  506,  along  with  agreements  for  transactions being
negotiated  by  us.  Some of these transactions were successfully executed, some
were  abandoned  and  others  remain  in  negotiations  as of December 31, 2001.

Concept  Affiliate  SagaCorp, Inc. prepared an Interactive CD-ROM business card,
which  contained  our annual report for 2000, along with other information about
our  business.  SagaCorp  also  revised our Internet site and digitally recorded
our  2001  annual  meeting.

Concept Affiliate Trainingscape, Inc. ("Trainingscape") completed development of
three new online courses in 2001, featuring performances by Faye Dunaway, Robert
Wagner,   Rachel  Hunter   and  Corbin  Bernson.     Under  our  agreement  with
Trainingscape,  executed  in  August   of   2000,  we   have  rights  to  market
Trainingscape's  courses  and to have similar courses developed on our behalf in
exchange  for  stock.  During  our  annual meeting in Breckenridge, Colorado, we
began  discussions  with  Trainingscape and another Dstage Concept Affiliate, US
Consults,  to  leverage  US   Consults'   expertise  with  obtaining  government
incentives  as  a means of marketing certain Trainingscape courses.  To date, we
have  not  used  any  of  the  services  or technology available to us under the
Trainingscape agreement.  As a result, we wrote off 100% of our prepaid services
related to this agreement, in accordance with our accounting policies.  We still
anticipate  engaging  the resources we acquired under this agreement, but cannot
reliably  determine  when  such  resources  will  be  used.

We  began structuring a strategic alliance with Concept Affiliate US Consults in
late  2001.  US  Consults  was founded in 1985, born from its founder's pro bono
activities to help friends and colleagues obtain grants for training in Southern
California.   After   securing  Wang  Computers,  SmithKline-Beecham  and  other
companies  worth  several  million  dollars each, the founder formed what was to
become  US  Consults.  Current  active  clients  of U.S. Consults include larger
companies  such  as Sun Chemical, Frito-Lay, Exxon-Mobil, Florida Power, Reliant
Energy  as  well as companies with $30 to $200 million in sales (Clay-Park Labs,
Accra  Pac  Group, San-Mar Laboratories, Ultra-Flex Packaging, Disc Graphics and
Mana  Products,  Inc.).   US Consults obtains benefits for clients that can only
be  achieved  through   negotiation.   These  include  discretionary  government
incentives  as  well  as  utility  special contracts.  We executed the strategic
alliance  agreement  with  US  Consults in January of 2002.  Under the strategic
alliance,  we  will participate in servicing certain US Consult projects, advise
US  Consults  and  market  their services in exchange for participating in their
success  in  a  manner  consistent  with  existing  arrangements  with  their 25
partners.  We believe that successfully providing these services will provide us
with another source of revenue and cash flow, in addition to expanding the reach
and  utility  of  our  network.  A  Dstage  Concept Screener introduced us to US
Consults.

We  also  initiated  structuring  a new relationship with Concept Affiliate, and
major  shareholder,  BulletProof  Business  Plans, Inc. in late 2001.  Under the
agreement  being  developed,  we would offer business planning services to OTCBB
companies  and  certain  private  companies  using the BulletProof Business Plan
trademark,  process and approach.  In accordance with our model, we would accept
a  portion  of  our fees in stock.  We believe that successfully completing this
arrangement  could potentially provide us with a source of revenue, increase the
quality  of our deal flow and substantially subsidize our due diligence costs in
many  cases.

BulletProof  also developed a beta version of our first index, the Dstage Index.
The  Dstage Index is a market-weighted index of 50 stocks the Company expects to
be  indicative  of  the business environment facing technology and life sciences
firms  in  the  development stages.  Key performance measures of the index since
its  inception on September 6, 2001, as calculated by an independent third party
since the Index's creation, are as follows for the four  months ended January 4,
2002:

-     Increase/(Decrease)  -  The  beta Dstage Index increased 18.07% during the
period, compared to 5.98% increase in the S&P 500, 4.26% increase in the Dow and
10.14%  increase  in  the  Russell  2000  during  the  same  period.

-     PE:  34.30

-     Volatility:  29.00

                                        7
<PAGE>

-     Beta:  1.38

-     Price/Book:  8.41


Due  to  the  extremely  short  life  of  the  beta  Dstage Index, the potential
viability  of  it  can  still  not  be assessed.  We believe that another 6 to 8
months  of data will be required before we can make any meaningful deductions as
to  its  ability  to  serve  as  an  indicator


4.     ACQUIRING  RESOURCE  COMMITMENTS  FROM  CONCEPT SCREENERS THAT WE BELIEVE
WILL INSURE THE INTEGRITY AND QUALITY OF OUR COMMUNITY AND NETWORK OVER THE NEXT
SEVERAL  YEARS

In  late  2000,  we  began  recruiting  Concept Screeners.  As a result of these
efforts,  we  recruited  7  concept  screeners  in 2001.  To date, none of these
Concept  Screeners  have  been  engaged  to  review prospective deals.  However,
several  of  these  Screeners  have provided deal flow and opportunities for us.


5.     CONTINUE  BUILDING  OUT  OUR  MANAGEMENT  TEAM  WORLDWIDE  TO  ESTABLISH
"STEWARDS"  OF  OUR  BUSINESS  MODEL  ACROSS  THE  GLOBE

At  the  beginning  of  2001,  we  acknowledged  that to realize our model would
require  expanding  the  depth  of  our  management  team.  To  this  end,  we
successfully  recruited a Chairman with experience in managing a company of over
2,000  employees  and  1  million  customers.  We  also  recruited  a  new audit
committee  member with a CPA license and 20 years of management experience.  Our
management  addition  in  2001  was  our  new  Vice President of Corporate Image
Development,  a  former  manager  with  Disney  who  successfully  founded  two
multimedia  and  advertising  ventures.  We  are  currently in negotiations with
other  prospective officers in the U.S., Europe and the Middle East.  In January
of  2002,  our  CFO  resigned and was replaced on an interim basis by one of our
audit  committee  members.


BUSINESS  MODEL

Our business model is based upon the same primary assumptions we have held since
inception:

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  that  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 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 hope that founders of untested ventures and products engaging our
approach  will  benefit  from  a  reduction  in  economic  risks.

                                        8
<PAGE>

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. We believe 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  two  years  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 model is designed
to  reduce  the  risks  of  targeting  early stage investments, by reducing cash
requirements,  to  help  mitigate  the  cost  benefit  dilemma.

                                        9
<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

                                       10
<PAGE>

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.


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 measured 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

                                       11
<PAGE>

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
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  we do.
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  firms  such  as Jupiter
Communications  and vertical market companies such as e-Chemicals. Each of these
competitors  poses 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

                                       12
<PAGE>

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 technology has led to an increase
in  demand  for  market intelligence, concerning services, markets, products and
technologies.  Most small companies do not have the resources available in-house
to generate timely research on the issues and developments that are taking place
daily  in  the  information  technology,  life  sciences  and advanced materials
segments.  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
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

Sales  to  one  customer, SunnComm, Inc., accounted for 100% of revenue in 2001.
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 in 2002 or in future
periods.  However,  there  can  be  no assurance that a single customer will not
account  for  the  majority  of  our  business  in  any  future  period.

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 our Concept Sponsors or
us  in  the  future.

In December of 2001, we executed an expanded agreement with SunnComm, Inc. under
which  we  received rights to a number of Copy Protection Technologies developed
by SunnComm.  Some of these rights contain royalty payment schedules and some do

                                       13
<PAGE>

not.  In  exchange  for  the  license,  we issued 2,000,000 shares of our common
stock  in  a  transaction  valued  at  $4,000,000 for negotiating purposes.  For
accounting  purposes, the license was recorded at a nominal value of $2,000, and
booked  as  an  asset  under  the  caption,  "Licensed  Technology"

In  November  of  2001, we agreed to issue 270,000 shares of our common stock in
exchange for three licenses to deploy an interactive database of OTCBB data from
DataStand  Technologies, Inc.  For accounting purposes, two of the licenses were
recorded  at a minimal value. The third license was recorded at $0.40 per share,
or  $36,000,  and  booked  as an asset under the caption, "Licensed Technology."

In  June  of  2001  we  acquired  an exclusive license for an e-commerce backend
technology developed by Netoy.com, Inc, a company controlled by a related party.
Although the transaction was negotiated for $100,000, we recorded it at the same
price  used  for other stock transactions entered into during the second quarter
of 2001, $1.15 per share, or $19,167.  We expensed this technology as a research
and  development  charge  in  2001.

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.  In 2001, we decided that the application
we  had  licensed  would  best  be  suited  for use in an online exchange we are
developing  for  OTCBB  companies.

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.  In  December  of 2001 we
expensed  $100,000  of  the  prepaid  services  related to our rights under this
agreement,  as  the  services  had  not  been  used  within  a timely manner, in
accordance  with  our  accounting policies.  The $100,000 expense was charged to
research  and  development  in  2001.

On  March  24,  2000,  we  applied to register the name "DSTAGE" with the United
States  Patent  and  Trademark  Office "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.  On September 4, 2001, the
application  was  published  for opposition in the USPTO's Official Gazette.  On
November  27,  2001,  a notice of allowance was mailed to us from the USPTO.  We
have submitted a statement of use to the USPTO and expect our trademark "DSTAGE"
to  receive  a  registration  certificate  sometime  during  2002.


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.


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

                                       14
<PAGE>

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.


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 are projected to be made using the Net, compared with roughly
2%  in  2000.

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.

                                       15
<PAGE>

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,
venture  formation  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.

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.



EFFECTS  OF  COMPLIANCE  WITH  GOVERNMENT  REGULATION

We  will  be  subject  to  various  federal,  state  and  local  laws, rules and
regulations  affecting  our  affiliates  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.


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 in 2000.  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.  In  December of 2001, we
impaired  $100,000  related  to the rights granted to us under the Trainingscape
agreement.  In  June  of  2001 we acquired an exclusive license to an e-commerce
backend  technology  developed  by  Netoy.com,  Inc,  a  company controlled by a
related  party.  Although  the  transaction  was  negotiated  for  $100,000,  we
recorded  it  at  the  same price used for other stock transactions entered into
during  the  second  quarter  of 2001, $1.15 per share, or $19,167.  We expensed

                                       16
<PAGE>

this  technology  as  a  research  and  development charge in 2001, since it was
acquired  from  a  related  party.


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 receives
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, 2001, 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, 2001, 9 other
personnel,  including  4  executive  officers,  4  directors  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, 2001, 1 was based in Hong Kong, 1 was based in the London, England,
1  was  based  in  San  Francisco, California and 1 was based in Middletown, New
York.  Of  the  4  directors contributing less than 525 hours within the quarter
ended  December  31, 2001, 2 were based in Indianapolis, Indiana, 1 was based in
Denver,  Colorado  and  1 was based in Bernardsville, New Jersey.  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 SEC's
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.   Links to such information are also available on our web
site  at  www.dstage.com.


ITEM  2.  DESCRIPTION  OF  PROPERTIES

Our  corporate  headquarters  were located at 1600 Broadway, Suite 2400, Denver,
Colorado  80202.  Our lease at this location expired on June 30, 2001 and we did
not renew it.  Instead, we rented the facility on a month to month basis through
November  of  2001.  We still receive official mail and have our phones answered
at  this  location,  but  no  longer  occupy  a  physical  office there.  We are
currently  in  discussions  to secure a new physical location more suited to our
needs.  The Company owns computer equipment, software, and office furniture that
are  in  good  condition.

In  June  2001,  the Company entered into a 49-year lease agreement with Bentley
House  Furniture  Company  for  an idle manufacturing facility built in 1998 and
located  in  Davao  City,  Philippines.  The  Company paid a one-time payment of
1,000,000 common shares in lieu of $6,000,000 in cash for the full lease payment
of the property.  The Company has the option to purchase the facility during the
lease  term  for  $100,000 should Philippine law permit a transfer of title to a
U.S.  Corporation.

                                       17
<PAGE>

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,  2001.




ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Our  common  stock  is  quoted on the  Over-the-Counter  Bulletin  Board (OTCBB)
under  the  symbol  "DSTG".  The  following table reflects the high and low bid,
ask  and  sales  price  per  share  of  Common  Stock as  quoted  from the OTCBB
transactions  for  each  period  indicated.


Year Ended. . . .      Bid         Ask     Close Price
December 31, 2001  High  Low   High   Low   High  Low

First Quarter . .  N/A   N/A   N/A    N/A   N/A   N/A
------------------------------------------------------
Second Quarter. .  5.45  0.27  6.50  5.05  6.00  5.06
------------------------------------------------------
Third Quarter . .  4.00  1.10  6.00  1.50  6.00  1.19
------------------------------------------------------
Fourth Quarter. .  2.15  0.35  3.00  0.75  1.95  0.36
------------------------------------------------------


On  March  26,  2002,  there  were  87  holders  of  record of our Common Stock.
However,  we  estimate  there  are  2,287 beneficial owners of our Common Stock.

As  of  March  26, 2002 a  share  of our  Common  Stock  was $0.88 on the OTCBB.
OTCBB  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
mark-down,  or  commissions  and  may  not  represent  actual  transactions.

As  of  March  26,  2002,  there  were  12,089,052  shares  of  Common  Stock
outstanding.

We have never declared or paid cash dividends on our Common Stock.  We currently
intend  to  retain  cash  earnings,  if  any,  to  support expansion, and do not
anticipate paying any cash dividends for the foreseeable future.  Should we ever
produce  sufficient  earnings  as  a  result  of  gains in securities of Concept
Affiliates  we  develop,  our  Board of Directors, after taking into account our
earnings,  capital  requirements, financial condition and other factors, has the
discretion  to  distribute  such  securities  to  our  shareholders  as property
dividends.


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.

                                       18
<PAGE>

<TABLE>
<CAPTION>
Date        Person(s) Receiving                    Number of               Description, Exemption
            Shares                                 Shares                  Supporting Facts
<C>       <S>                                                <C>      <C>
10/29/99    BulletProof Business Plans, Inc.. . . . . . . .  250,000  Issued for $5,000 cash.  Shares issued are
                                                                      exempt and are considered to be restricted
                                                                      pursuant to Rule 144 under the Securities Act
                                                                      of 1933, as amended.
10/29/99    BulletProof Business Plans, Inc.. . . . . . . .  500,000  Issued for $10,000 cash.  Shares issued are
                                                                      exempt and are considered to be restricted
                                                                      pursuant to Rule 144 under the Securities Act
                                                                      of 1933, as amended.
10/30/99    BulletProof Business Plans, Inc.. . . . . . . .  363,288  Issued as consideration for reimbursement of
                                                                      expenses in the amount of $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 Plans, Inc.. . . . . . . .  229,217  Issued as consideration for reimbursement of
                                                                      expenses paid in the amount of $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 Plans, Inc.. . . . . . . .  250,000  Issued as consideration for convertible notes
                                                                      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.
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.
                                                                      as amended.
11/29/99    Workforce International LLC. . . . . . . . . . . 250,000  Issued as consideration for consulting
                                                                      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.
12/27/99    BulletProof Business Plans, Inc. . . . . . . . .   42,064  Issued as consideration for reimbursement of
                                                                      expenses in the amount of $841paid 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 Plans, Inc. . . . . . . . .  200,000 Issued as consideration for
                                                                      reimbursement of expenses in the amount of
                                                                      $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.
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
Date        Person(s) Receiving                    Number of               Description, Exemption
            Shares                                 Shares                  Supporting Facts
<C>       <S>                                                <C>      <C>

6/17/ 00 to. .  Various Parties                       10,835              We received $10,835 in cash from a
 8/11/00                                                                  Regulation D, 504 private placement
                                                                          offering that we underwent between June
                                                                          17, 2000 and August 11, 2000.
6/17/00 to .   Outside Vendors                       195,000              Issued as consideration for prepaid
  8/11/00                                                                 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.  The services for which
                                                                          we issued shares include consulting, SEC
                                                                          compliance, development and marketing.
6/17/00 to .. . Various Parties                        4,630              Issued as consideration for reimbursement
 8/11/00                                                                  of expenses in the amount of $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 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 Plans, Inc.. . . . .  15,000               Issued for $15,000 cash. Issued as
                                                                          consideration for convertible notes
                                                                          payable. Shares issued are exempt under
                                                                          Regulation D
                                                                          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
                                                                          Services, 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 in connection 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.
1/01/00 to. Various   Executive Officers,. . . .   89,000                 Issued as deferred compensation to
12/31/00    Directors and Controlling Parties . . . . .                   executive officers, directors and dates
                                                                          Directors and controlling parties. Shares
                                                                          issued are exempt and are considered to
                                                                          be restricted pursuant to Rule 144 under
                                                                          the Securities Act of 1933, as amended.
1/31/01    Frank Maresca . . . . . . . . . . . . .  1,248                 Issued as consideration for reimbursement
                                                                          of expenses 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.
 1/1/01    John F. Bronzo. . . . . . . . . . . .   11,111                 Issued as consideration for services to be
                                                                          rendered to the Company in the future.
                                                                          Shares issued are exempt and are
                                                                          considered to be restricted pursuant to
                                                                          Rule 144 under the Securities Act of 1933,
                                                                          as amended.
1/1/01    Laura J. Bronzo. . . . . . . . . . . . . 11,111                 Issued as consideration for services to be
                                                                          rendered to the Company in the future.
                                                                          Shares issued are exempt and are
                                                                          considered to be restricted pursuant to
                                                                          Rule 144 under the Securities Act of 1933,
                                                                          as amended.
1/2/01    Alex Handel. . . . . . . . . . . . . . . 11,111                 Issued as consideration for services to be
                                                                          rendered to the Company in the future.
                                                                          Shares issued are exempt and are
                                                                          considered to be restricted pursuant to
                                                                          Rule 144 under the Securities Act of 1933,
                                                                          as amended.
1/6/01    Peter Bianchi. . . . . . . . . . . .     6,667                  Issued as consideration for services to
                                                                          be rendered to the Company in the future.
                                                                          considered to be restricted pursuant to
                                                                          Rule 144 under the Securities Act of 1933,
                                                                          as amended.

 2/2/01    Gail McGrath . . . . . . . . . . . .   11,111                  Issued as consideration for services to be
                                                                          rendered to the Company in the future.
                                                                          Shares issued are exempt and are
                                                                          considered to be restricted pursuant to
                                                                          Rule 144 under the Securities Act of 1933,
                                                                          as amended.
2/20/01    Laura Pinsky . . . . . . . . . . . .   2,222                   Issued as consideration for services to be
                                                                          rendered to the Company in the future.
                                                                          Shares issued are exempt and are
                                                                          considered to be restricted pursuant to
                                                                          Rule 144 under the Securities Act of 1933,
                                                                          as amended.
2/22/01    John Sable . . . . . . . . . . . . . . 11,111                  Issued as consideration for services to be
                                                                          rendered to the Company in the future.
                                                                          Shares issued are exempt and are
                                                                          considered to be restricted pursuant to
                                                                          Rule 144 under the Securities Act of 1933,
                                                                          as amended.
2/22/01    John Gadeken . . . . . . . . . . . ..  11,111                  Issued as consideration for services to be
                                                                          rendered to the Company in the future.
                                                                          Shares issued are exempt and are
                                                                          considered to be restricted pursuant to
                                                                          Rule 144 under the Securities Act of 1933,
                                                                          as amended.
</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>
Date        Person(s) Receiving                    Number of               Description, Exemption
            Shares                                 Shares                  Supporting Facts
<C>       <S>                                                <C>      <C>
2/20/01    Sagacorp, Inc. . . . . . . . . . . . . . . .  15,000  Issued as consideration for services to be
                                                                 rendered to the Company in the future.
                                                                 Shares issued are exempt and are
                                                                 considered to be restricted pursuant to ,
                                                                 Rule 144 under the Securities Act of 1933
                                                                 as amended.
2/27/01    Jeffrey Gill . . . . . . . . . . . . . . . .  11,111  Issued as consideration for services to be
                                                                 rendered to the Company in the future.
                                                                 Shares issued are exempt and are
                                                                 considered to be restricted pursuant to
                                                                 Rule 144 under the Securities Act of 1933,
                                                                 as amended.
 3/2/01    Richard Johnson. . . . . . . . . . . . . . .   6,667  Issued as consideration for services to be
                                                                 rendered to the Company in the future.
                                                                 Shares issued are exempt and are
                                                                 considered to be restricted pursuant to ,
                                                                 Rule 144 under the Securities Act of 1933
                                                                 as amended.
3/12/01    John Chatburn. . . . . . . . . . . . . . . .  11,111  Issued as consideration for services to be
                                                                 rendered to the Company in the future.
                                                                 Shares issued are exempt and are
                                                                 considered to be restricted pursuant to
                                                                 Rule 144 under the Securities Act of 1933,
                                                                 as amended.
3/12/01    John Chatburn. . . . . . . . . . . . . . . .  40,000  Issued as consideration for services to be
                                                                 rendered to the Company in the future.
                                                                 Shares issued are exempt and are
                                                                 considered to be restricted pursuant to
                                                                 Rule 144 under the Securities Act of 1933,
                                                                 as amended.
3/28/01    David Baird. . . . . . . . . . . . . . . . .   2,000  Issued as consideration for services to be
                                                                 rendered to the Company in the future.
                                                                 Shares issued are exempt and are
                                                                 considered to be restricted pursuant to
                                                                 Rule 144 under the Securities Act of 1933,
                                                                 as amended.
 6/3/01    Eagle Consulting Group, Inc. . . . . . . . .  41,667  Issued as consideration for services to be
                                                                 rendered to the Company in the future.
                                                                 Shares issued are exempt and are
                                                                 considered to be restricted pursuant to
                                                                 Rule 144 under the Securities Act of 1933,
                                                                 as amended.
6/12/01    Eagle Consulting Group, Inc. . . . . . . . .  10,000  Issued as consideration for services to be
                                                                 considered to be restricted pursuant to ,
                                                                 Rule 144 under the Securities Act of 1933
                                                                 as amended.
6/27/01     Zucker  -  Staub,  Ltd.                       1,250  Issued  as  consideration  for
                                                                 services  to  be
                                                                 rendered  to  the  Company  in  the  future.
                                                                 Shares  issued  are  exempt  and  are
                                                                 considered  to  be  restricted  pursuant  to
                                                                 Rule  144  under  the  Securities  Act  of  1933,
                                                                 as  amended.
6/27/01     Dynamic Plan Applications                    51,500  Issued as consideration for
services  to  be
                                                                 rendered  to  the  Company  in  the  future.
                                                                 Shares  issued  are  exempt  and  are
                                                                 considered  to  be  restricted  pursuant  to
                                                                 Rule  144  under  the  Securities  Act  of  1933,
                                                                 as  amended.
6/28/01     Bentley  House  Furniture                1,000,000  Issued  as consideration for  a  49  year
                                                                Company  lease  of  property  and  equipment  Shares
                                                                issued  are  exempt  and  are  considered  to
                                                                be  restricted  pursuant  to  Rule  144  under
                                                                the  Securities  Act  of  1933,  as  amended.
6/30/01     2Animate,  Inc.                             16,857  Issued  as consideration for services to  be
                                                                 rendered  to  the  Company  in  the  future.
                                                                 Shares  issued  are  exempt  and  are
                                                                 considered  to  be  restricted  pursuant  to  ,
                                                                 Rule  144  under  the  Securities  Act  of  1933
                                                                 as  amended.
6/30/01    Netoy, Inc.. . . . . . . . . . . . . . . . . 16,667  Issued as consideration for technology
                                                                license granted 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.
 7/2/01    Gilbert Serrano. . . . . . . . . . . . . . .   15,000  Issued as consideration for services to be
                                                                rendered to the Company in the future.
                                                                Shares issued are exempt and are
                                                                considered to be restricted pursuant to
                                                                Rule 144 under the Securities Act of 1933,
                                                                as amended.
 8/2/01    Governetz Limited. . . . . . . . . . . . . .    3,500  Issued as consideration for services to be
                                                                rendered to the Company in the future.
                                                                Shares issued are exempt and are
                                                                considered to be restricted pursuant to
                                                                Rule 144 under the Securities Act of 1933,
                                                                as amended.
 8/6/01    US Consults. . . . . . . . . . . . . . . . .   13,333  Issued as consideration for services to be
                                                                rendered to the Company in the future.
                                                                Shares issued are exempt and are
                                                                considered to be restricted pursuant to
                                                                Rule 144 under the Securities Act of 1933,
                                                                as amended.
 8/8/01    ISPEX.com, Inc.. . . . . . . . . . . . . . .  329,300  Issued as consideration for services to be
                                                                rendered to the Company in the future.
                                                                Shares issued are exempt and are
                                                                considered to be restricted pursuant to
                                                                Rule 144 under the Securities Act of 1933,
                                                                as amended.
8/23/01    Trinity Financial Services . . . . . . . . .    7,500  Issued as consideration for services to be
                                                                rendered to the Company in the future.
                                                                Shares issued are exempt and are
                                                                considered to be restricted pursuant to
                                                                Rule 144 under the Securities Act of 1933,
                                                                as amended.
8/23/01    Bronco Mountain Enterprises. . . . . . . . .   68,250  Issued as consideration for services to be
                                                                rendered to the Company in the future.
                                                                Shares issued are exempt and are
                                                                considered to be restricted pursuant to ,
                                                                Rule 144 under the Securities Act of 1933
                                                                as amended.
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
Date        Person(s) Receiving                    Number of               Description, Exemption
            Shares                                 Shares                  Supporting Facts
<C>       <S>                                                <C>      <C>
9/12/01     Family Assets, Inc.                      500,000     Issued as consideration for services to be rendered to
                                                                 future. Shares issued are exempt and are considered to be
                                                                 restricted pursuant to Rule  144  under  the  Securities
                                                                 Act  of  1933,  as  amended.
9/18/01     Glenn C. Faust                            17,333     Issued as consideration for services to be rendered to the
                                                                 future. Shares issued are exempt and are considered to be
                                                                 restricted pursuant to Rule  144  under  the  Securities
                                                                 Act  of  1933,  as  amended.
9/18/01     Penny King Holdings Corp.                108,333     Issued as consideration for services to be rendered to the
                                                                 future. Shares issued are exempt and are considered to be
                                                                 restricted pursuant to Rule  144  under  the  Securities
                                                                 Act  of  1933,  as  amended.
10/4/01     George Ulrich                             97,500     Issued as consideration for services to be rendered to the
                                                                 future. Shares issued are exempt and are considered to be
                                                                 restricted pursuant to Rule  144  under  the  Securities
                                                                 Act  of  1933,  as  amended.
10/8/01     Jim Weeks                                 17,333     Issued as consideration for services to be rendered to the Comp
                                                                 future. Shares issued are exempt and are considered to be
                                                                 restricted pursuant to Rule  144  under  the  Securities
                                                                 Act  of  1933,  as  amended.
11/2/01     DataStand                                270,000     Issued as consideration for technology licenses granted to the C
                                                                 Shares  issued  are  exempt and are considered to be restricted
                                                                 pursuant to Rule 144  under  the  Securities  Act  of  1933,  as
                                                                 amended.

12/31/01     Sunncomm, Inc.                        2,000,000     Issued as consideration for technology license granted to the
                                                                 issued are exempt and are considered to be restricted pursuant to
                                                                 Rule 144 under the  Securities  Act  of  1933,  as  amended.

</TABLE>

                                       22
<PAGE>

During  2000,  we  issued  convertible notes payable in an approximate principal
amount  of  $39,680 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.  During 2001, we issued an
additional  $25,320  of  convertible notes payable to BulletProof.  In the third
quarter  of  2001,  BulletProof  forgave  all  of  the  notes  payable  we  had
outstanding,  along  with  all  accrued  interest.

                                       23
<PAGE>

ITEM  6.  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

The  matters  discussed in this report contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and within
the  meaning  of Section 21E of the Securities Exchange Act of 1934, as amended,
which  are  subject  to  the  "safe  harbor"  created  by  those sections. These
forward-looking  statements include but are not limited to 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.

The  Company  has  defined  a  critical  accounting  policy  as one that is both
important  to  the portrayal of the Company's financial condition and results of
operations  and  requires  the  management  of  the  Company  to make difficult,
subjective  or complex judgments.  Estimates and assumptions about future events
and  their  effects  cannot  be perceived with certainty.  The Company bases its
estimates  on  historical  experience  and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis  for making judgments.  These estimates may change as new events occur, as
more  experience  is  acquired, as additional information is obtained and as the
Company's  operating  environment  changes.


RESULTS  OF  OPERATIONS

FISCAL  2001  COMPARED  TO  FISCAL  2000

REVENUE


                    CUMULATIVE DURING
                       DEVELOPMENT             YEAR ENDED DECEMBER 31,
                         STAGE             2001         2000          % CHANGE
------------------------------------------------------------------------------
Net revenues      .     $53,608           $53,500       $108          49, 437%
                    ==========================================================



The  increase  in 2001 revenue compared to 2000 was entirely due to professional
services  billed  to  a single client, SunnComm, Inc.  This client accounted for
100%  of  2001  revenue  and  100% of the increase in revenue from 2000 to 2001.
Although  the  percentage  increase  in revenue from 2000 to 2001 is substantial
quantitatively,  the  total  dollar  amount of revenue earned in 2001 is not.

There  are  important  differences  in  the  consideration received for services
rendered  in  2000  versus  services  rendered  in  2001.  In  2000, 100% of the
services  we  provided were paid for using equity of the client we serviced.  In
2001,  100%  of  the services we provided were paid for with cash.  The business
model we are pursuing anticipates a balance between these extremes, with most of
our  services being paid for with stock and certain services being paid for with
cash.  The ultimate balance we realize between sales settled with cash and sales

                                       24
<PAGE>

settled  with  stock,  if  any  future  sales are realized, will have a material
impact  on  our  results  of  operations, operating cash flow, and the degree to
which our earnings, revenues and costs fluctuate from period to period.  This is
due  in  part  to  the  complexities  of  transactions  settled in equity.  This
complexity  is  accentuated  by  our  focus  on  early  stage  companies,  whose
securities  are  privately  held,  thinly traded, or quoted on mediums that make
valuation  highly  subjective.

To  address  these complexities, our accounting policies generally require us to
record  services  issued  in  exchange  for  stock in early stage companies at a
nominal  value,  since  the  stock  issued generally has no readily determinable
value.  As  a  result,  the  extent  to  which  we  accept stock in exchange for
services  and  technology  we render to privately held, early stage clients will
directly  impact our future results.  In 2002, we intend to pursue opportunities
to  deliver  services  to  such  clients  in  exchange  for  cash,  stock  and a
combination  of  stock  and  cash.  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.  Similarly, it is expected
that  an  hourly  rate  will  be  used to track contract progress.  Professional
services  under  all  types  of  agreements  except  those  involving contingent
consideration  are  recognized  as  the  services  are  performed.

Another  important  consideration regarding the balance between services settled
in  cash  and  services  settled  in  the client's stock is our ability to cover
operating  expenses  we  are  required  to settle in cash.  Our primary business
focus  is  not on generating revenue.  Instead, our focus is on acquiring equity
interests in promising companies we believe will create capital appreciation for
our  shareholders.  Despite this focus, operating activities that result in cash
revenue  can  play an  important role in our ability to  meet cash requirements.
This is especially true to the degree that we do not successfully secure
External cash financing to satisfy expenses we cannot satisfy using our common
stock.


COST  OF  SERVICES


                  CUMULATIVE DURING
                     DEVELOPMENT                   YEAR ENDED DECEMBER 31,
                       STAGE             2001          2000         % CHANGE
------------------------------------------------------------------------------
Cost of Services     $  53,500        $  13,500      $  40,000       (66.25)%
                     =========================================================


Our  cost  of services are comprised principally of consulting services provided
by  contract  individuals to our customers.  Although the percentage increase in
our  gross  margin from 2000 to 2001 is substantial quantitatively, growing from
(369.37%)  in  2000  to 74.77% in 2001, the change in percentage gross margin is
not  qualitatively  significant.  Our  cost  of  services  in 2000, were applied
against a single contract we received equity for.  As a result of our accounting
policies,  the equity received was recorded at a nominal value of $108, compared
to  the  fees  we  were charged for the project, $40,000.  Also, 100% of cost of
services in 2000 was composed of services we prepaid using our common stock.  In
2001,  63%  of cost of services was composed of cash expenditures we incurred to
secure  market  research  needed to perform a contract we were paid in cash for.
In  future  periods, we expect the complexity of our model, which relies heavily
on  exchanges of our equity and exchanges of our clients' equities, to result in
a  lack of predictability and a great deal of volatility with regard to our Cost
of  Services  and,  therefore,  our  gross  margin  percentage.

                                       25
<PAGE>

SALES  AND  MARKETING


                         CUMULATIVE DURING
                            DEVELOPMENT           YEAR ENDED DECEMBER 31,
                              STAGE             2001        2000       % CHANGE
--------------------------------------------------------------------------------
Sales and Marketing      .  $  39,561        $  35,407    $  0            NM
                            ====================================================

Sales and marketing expenses consisted of advertising, promotional materials and
public  relations  expenses.  The  increase in sales and marketing expenses from
2000  to  2001  is  explained  primarily  by  press releases over wire services,
development  of  our  Internet  site,  development  of  our  interactive CD-ROM,
subscription  to  a  marketing  data  service and certain expenses relating to a
meeting  we  held  in  Breckenridge, Colorado.  Of our total sales and marketing
expenses  incurred in 2001, approximately 47%, or $16,600, was initially prepaid
for  using  our  common  stock.  The balance of these expenses, or approximately
$18,807,  was  paid  for  with  cash.

In  2002, we hope to substantially increase our sales and marketing efforts and,
therefore  expect  our  sales  and  marketing expenses to increase.  Whereas our
sales and marketing activities in 2001 were directed primarily at developing our
corporate  image  and  communicating  key  events,  we  plan  to promote certain
professional  services  we  offer in 2002, in addition to expanding the scope of
our  image  development  efforts.


RESEARCH  AND  DEVELOPMENT

                         CUMULATIVE DURING
                            DEVELOPMENT           YEAR ENDED DECEMBER 31,
                              STAGE             2001        2000       % CHANGE
--------------------------------------------------------------------------------
Research and Development   $ 251,621        $   132,997   $ 117,040     13.63%
                           =====================================================

Research  and  development  expenses  consist  primarily of costs related to the
acquisition,   testing,   design,   development  and  enhancement   of   certain
technologies  we  hold  rights  to  and  intend to use in the future to meet our
internal  needs  or the needs of ventures we may invest these technologies with.
The  increase  in  2001  research  and  development expenses compared to 2000 is
primarily  due to expensing our rights to certain technology rights we purchased
from Trainingscape in 2000, $100,000, or 75.19% of 2001 research and development
expenses.  Our  management  periodically  reviews  capitalized  technology  and
prepaid  services  we  acquire  to  insure  that they have been invested or used
within a reasonable period of time.  Although the potential technology rights we
initially  acquired  were  enhanced  by  the  development  of  new  courses  by
Trainingscape  in  2001,  we  had not invested the resource or used it by year's
end.  The  other  event that resulted in an increase in research and development
in  2001  was  our  acquisition of an exclusive license to an e-commerce backend
technology  developed by Netoy.com, Inc.  We expensed this technology.  Although
the  transaction  was  negotiated for $100,000, we recorded it at the same price
used  for  other  stock  transactions  entered into during the second quarter of
2001,  $1.15  per share, or $19,167.  Transactions settled with our common stock
accounted  for  approximately 89.60% of our research and development expenses in
2001,  compared  to  100%  of  our  research  and development expenses in 2000.

                                       26
<PAGE>

GENERAL  AND  ADMINISTRATIVE


                         CUMULATIVE DURING
                            DEVELOPMENT           YEAR ENDED DECEMBER 31,
                              STAGE             2001        2000       % CHANGE
--------------------------------------------------------------------------------
General and Administrative  $ 667,538        $  528,633    $  87,745    502.47%
                            ====================================================

General  and  administrative  expenses  consisted  primarily  of  professional
services,  insurance,  telephone,  occupancy,  travel  and  compliance  related
expenses.  The  increase in 2001 general and administrative expenses compared to
2000  is  primarily  due to expensing deferred compensation for Concept Screener
and  Concept  Affiliate  agreements  secured  in early 2001.  In 2001, expensing
deferred compensation accrued under these agreements accounted for approximately
51.29%,  or  $271,135,  of our general and administrative expenses for the year.
In  2001,  services  rendered  by  Concept  Affiliates,  officers  and directors
Accounted   for   approximately  35.36%,  or   $186,928,  of  our   general  and
administrative  expenses  for  the  year.  The  increase  in  2001  general  and
administrative  expenses compared to 2000 is primarily due to an increase in the
amount  of  services  rendered  to  us  by  our  officers, directors and Concept
Affiliates.  The  remaining  12.45%  is composed primarily of compliance related
expenses,  3.35%  or  $17,711,  insurance  expense,  2.88% or $15,223, telephone
expense,  2.68%  or  $14,177,  occupancy  expense,  2.24%  or $11,842 and travel
related  expenses,  1.82% or $9,613.  Compliance related expenses include legal,
accounting  and  other charges related to filing our reports with the Securities
and  Exchange  Commission.  Of  the  $528,633  we expensed under the general and
administrative  caption  in  2001, 85.92% or $454,179 were prepaid for using our
common stock, $72,802 or 13.77% required settlement in cash, and $1,652 or 0.31%
related  to depreciation charges.  We plan to utilize more professional services
from  our  officers,  directors  and  Concept  Affiliates in 2001.  Successfully
engaging  more  of  these  resources  will  require  growth in other general and
administrative  expenses,  many  of  which  can  only  be  paid for using cash.


IMPAIRMENT  OF  LONG-LIVED  ASSETS  AND  IMPAIRMENT  OF  INVESTMENTS  IN  OTHER
COMPANIES



                         CUMULATIVE DURING
                            DEVELOPMENT           YEAR ENDED DECEMBER 31,
                              STAGE             2001        2000       % CHANGE
--------------------------------------------------------------------------------
Impairment of Assets      $ 1,215,838       $    1,215,838  $       0      NM
                          ======================================================

Impairment of Investments
in Other Companies        $   709,908       $            0  $ 709,908      NM
                          ======================================================



Our  impairment  policy requires management to review assets and investments for
impairment  on an ongoing basis.  In the case of investments in other companies,
this  analysis combined with our other accounting policies is expected to have a
material  impact  on our results of operations in future periods. Our accounting
policies generally require us to record services issued in exchange for stock in
early  stage  companies at a nominal value, since the stock issued generally has
no  readily  determinable  value.  However,  when  we  use  our  stock to effect
investments  in  other  companies,  the  bid  price for our stock on the date of
issuance  is  used  to  value  the transaction initially.  An impairment of this
value  is  generally  required  to  reduce the carrying amount on our books to a
fair  value.

                                       27
<PAGE>

Our  financial  results  since  inception  are indicative of the extent to which
impairment  of  investments  and assets can impact our operating results.  Since
inception,  impairment  of  investments  in  other  companies  accounts  for
approximately  24.51%  of  our  $2,896,808  net  loss,  whereas  impairment  of
long-lived assets accounts for has accounted for approximately 41.98% of our net
loss since inception.  Together, these two expense categories account for 66.49%
of  our  net  loss  since  inception.

The  decrease  in impairment of investments in other companies, from $709,908 in
2000  to  $0 in 2001 was the result of making two investments in other companies
using  our  common  stock  in  2000, GOTO-MD and Ameribank Card Services, versus
making  no  investments  in  other  companies using our common stock in 2001.

The  increase in impairment of assets, from $0 in 2000 to $1,215,838 in 2001, is
primarily  the result of management's decision to fully impair our 49-year lease
of  a  Philippines  furniture factory.  For accounting purposes, we recorded the
transaction at $1.15 per share or $1,150,000.  The 100% impairment of this asset
accounts  for 94.58%, $,1,150,000 of impairment in long-lived assets expense for
2001.  The  remaining 5.42% or $65,898 results from a general impairment expense
recorded  for our long-lived prepaid services, $25,000, and specific impairments
of  long-lived  prepaid  services  in  the  amount  of  $40,838.

An  impairment loss is recorded in the period in which it is determined that the
carrying amount is not recoverable.  This requires the Company to make long-term
forecasts  of  its  future  revenues  and costs related to the assets subject to
review.  These  forecasts  require  assumptions  about  demand for the Company's
products  and services, future market conditions and technological developments.
Significant  and  unanticipated  changes  to  these  assumptions could require a
provision  for  impairment  in  a  future  period.


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,  2001  we  had  operating  loss carryforwards of
$2,896,808,  compared  to  operating  loss  carryforwards  of  $1,021,125  as of
December 31, 2000.  The operating loss carryforwards expire beginning in 2019.


NET  LOSS


                         CUMULATIVE DURING
                            DEVELOPMENT           YEAR ENDED DECEMBER 31,
                              STAGE             2001        2000       % CHANGE
--------------------------------------------------------------------------------
Net income (loss)           ($2,896,808)  ($1,875,683)  ($954,329)      96.54%
Net income (loss) per share      ($0.39)       ($0.22)     ($0.14)      57.14%
                            ===================================================
Weighted average
shares outstanding            7,439,688     8,592,521   6,548,339       31.22%
                            ===================================================


We  have  incurred  net  losses  from  operations  in each fiscal year since our
inception.   The  overall increase in our loss from operations was approximately
96.54%,  or  $921,354.  The changes in components of our net loss are important.
Impairment  of  assets  accounted  for  64.82%  of our net loss in 2001, whereas
impairment  of  investments  in  other companies accounted for 74.39% of our net
loss in 2000.  We anticipate that impairments will continue to play a major role
in our operating results in 2002 as well as in future periods.  Although none of
our  impairment  losses  have consumed cash flow since inception, our ability to
convert  the  assets,  resources  and  technology  we  acquire  into  gains, and
ultimately  positive  cash  flow,  will  largely  determine the viability of our
business  model.  Similarly,  to the degree that we have to issue more shares to
acquire  assets and resources that are later impaired and not readily recovered,
such  events  will  be  dilutive  to  our  existing  shareholders.

                                       28
<PAGE>

General and administrative expenses accounted for a higher proportion of our net
loss  from  in  2001  compared  to  2000.  In  2001,  general and administrative
expenses  represented  28.18%  of our net loss, whereas this caption represented
9.19%  of our net loss in 2000. We anticipate that these expenses will continue
to  increase  in  2002,  as  we  engage  more  officers,  directors  and Concept
Affiliates.  Similarly,  we  anticipate  that the total dollar amount of general
and  administrative  expenses  requiring  payment  by cash will also increase in
2002.  In  2001,  13.77%  of  our  general  and administrative expenses required
payment in cash.  To the extent that we are unable to secure additional external
financing,  and  or  increase  the cash revenue generated by our operations, our
results  and  ability  to  continue  as  an  ongoing  concern  may be materially
adversely  affected.



LIQUIDITY  AND  CAPITAL  RESOURCES

We  must  successfully  secure  external  cash  financing to satisfy expenses we
cannot  satisfy  using  our  common  stock  in  2002.  In  addition,  we  must
successfully  generate  sufficient  cash  revenue  to  meet  our  operating cash
requirements  in  2002.  Our working capital decreased substantially from Fiscal
2000  to  Fiscal  2001.  Working  capital  as of December 31, 2001 was ($7,069),
compared  to  positive  working  capital  of  $127,  074 in 2000.  The change in
working  capital  reflects  growth in current liabilities from $7,687 in 2000 to
$103,320  in  2001, combined with a decrease in current assets, from $134,761 in
2000  to  $96,251  in  2001.  The  increase  in  current  liabilities in 2001 is
primarily  attributable to a $60,000 accrual for executive compensation expense,
representing 58.07% of our current liabilities in 2001, compared to 0.00% of our
current liabilities in 2000.  None of our accrued executive compensation expense
requires  payment  in  cash.

Another  change  that  resulted  in  the increase of our current liabilities was
growth  in  accounts  payable,  from  $0  in  2000 to $14,781 in 2001.  Accounts
payable  represents  approximately  14.31%  of  our  current liabilities in 2001
compared  to  0.00%  of  our  current  liabilities in 2000.  All of our accounts
payable  require  payment  in  cash.  The  remaining  27.62% of our 2001 current
liabilities is primarily comprised of a note payable for our insurance coverage,
$9,676 or 9.37%, services due to a related party, $9,500 or 9.19% and short-term
demand  advances  due  to  a  related  party,  $5,863  or  5.67%.  Each of these
components,  with  the  exception  of  the  services  due  to the related party,
requires  payment  in  cash.

The  decrease  in current assets in 2001 is primarily attributable to a $100,000
impairment  of  prepaid  services  associated  with the Trainingscape technology
rights  we  were granted in 2000.  In addition, we expensed $25,000 of the total
balance  of  our  prepaid  services  at  the end of 2001.  None of these changes
resulted  in  a  decrease  in  cash  flow.  However,  an increase in our prepaid
expenses  and  deposits of $16,877 from a balance of $1,134 in 2000 to a balance
of  $18,011  in  2001  did  have  a  negative  impact on our net cash low.  This
increase  was almost entirely the result of a deposit and loan for our insurance
coverage  in  2001.  The  change  in  our  cash position, from $1,627 in 2000 to
$10,624  in 2001, is primarily attributable to a cash prepayment we received for
services,  in  the  amount  of  $9,500,  or  89.42%  of our 2001 cash position.

Our  primary  source  of capital since inception has been;  the sale of stock to
our  majority shareholder, BulletProof Business Plans, Inc. ("BulletProof"), for
$30,000  in cash, the sale of stock to BulletProof in exchange for expenses paid
on  our  behalf  in  the  amount  of $16,691, the conversion of $25,000 in notes
payable  into  common  stock  by  BulletProof, and the forgiveness of $30,000 in
notes  payable  by  BulletProof.  In  addition,  BulletProof provided a total of
$39,333  in  short-term demand advances and expenses paid on our behalf in 2001,
of  which  we  repaid  $33,470  under  these obligations, leaving balance due of
$5,863  as  of  December  31,2001.  In addition to this source of cash flow, our
revenue in 2001, while insignificant as a total dollar amount, was a substantial
source of cash given the limited cash requirements of our operations.  In total,
we  received  $53,500 in cash from sales in 2001, along with $9,500 in cash from
prepayments  for  services, and $25,500 in additional paid-in-capital.  Although
we  could  easily  meet our minimum cash requirements in 2002 were we to achieve
this  same level of cash revenue in 2002, there can be no assurance that we will
generate any revenue in 2002.  Furthermore, to realize the growth in our network
of  professional  service  providers  and licensed technology our business model

                                       29
<PAGE>

calls for, we will require far more cash than that which is required to meet our
minimum  needs.

In  order  to  preserve  cash,  we  have  prepaid  the services of our officers,
directors  and Concept Affiliates using our stock.  Our ability to continue this
model in the future is critical to our success and our ability to continue as an
ongoing  concern.  In the fourth quarter of 2001, our stock was quoted at $0.35.
However, our board had approved the issuance of shares to new Concept Affiliates
at  a negotiated value of $6.00 per share, although the bid price of $0.35 would
be  used to record any such transactions.  As a result, our ability to negotiate
new  Concept  Affiliate  agreements  in the fourth quarter of 2001 was adversely
impacted.  To  the  degree  that  our  stock price does not recover, we may have
difficulty  securing  new  agreements  with  service  providers,  acquiring  new
technology  and  executing  on  our  business  model.

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.  In 2002, we
have  budgeted  approximately $10,000 for capital expenditures, although we have
no  commitments  to  make  such  expenditures.


MATERIAL  COMMITMENTS  FOR  CAPITAL  EXPENDITURES

While  we have budgeted approximately $250,000 for working capital and operating
expenditures  in  2002,  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.

                                       30
<PAGE>

FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS

We  operate  in  a  rapidly  changing business environment that involves several
risks,  many  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,  2001  had an
accumulated  deficit  of  $2,896,808.


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 industries 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  and pursue initial sales; 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 or
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.

                                       31
<PAGE>

We  may  experience  adverse consequences in our efforts 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,
40%  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.

                                       32
<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS


                         INDEX TO FINANCIAL STATEMENTS

Independent  Auditors  Report                                             34
Balance  Sheets  as  of  December  31,  2001  and  2000                    35
Statements of Operations for the years ended December 31, 2001, 2000 and
Cumulative  During  Development  Stage                                     36
Statements of Stockholders' Equity for the period October 12, 1999
(Inception) to December 31, 2001                                           37
Statements of Cash Flows for the years ended  December 31, 2001, 2000 and
Cumulative  During  Development  Stage                                     38
Notes  to  Financial  Statements                                           40

                                       33
<PAGE>

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, 2001 and 2000 and the related
statements of operations, stockholders' equity and cash flows for the years then
ended  and  the  cumulative  period October 12, 1999 (Inception) to December 31,
2001.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with generally accepted auditing standards
in  the  United  States  of  America.  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,  2001  and  2000  and  the results of its
operations  and  cash  flows  for the years then ended and the cumulative period
October 12, 1999 (Inception) to December 31, 2001, in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.




                                                     GORDON, HUGHES & BANKS, LLP

March  1,  2002
Greenwood  Village,  Colorado

                                       34
<PAGE>

                                DSTAGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                            DECEMBER 31,
                                                                                                         2001          2000
ASSETS                                                                                                 (Audited)     (Audited)
<S>                                                                                   <C>            <C>           <C>
Current assets:
Cash                                                                                                 $    10,624   $     1,627
Prepaid services (Note 3)                                                                                 67,616       132,000
Prepaid expenses and deposits           .                                                                 18,011         1,134
  Total current assets                                                                                    96,251       134,761

Computer equipment and software, net of depreciation                                                       3,716         3,282
Office furniture and equipment, net of depreciation        .                                               3,460         3,395
Prepaid services (Note3)                   .                                                             238,901        33,000
Investments in other companies, less impairment
  of $709,908 for 2001 and $709,908 for 2000                                                                 200           200
Licensed Technology              .                                                                        38,000             -
  Total assets                                                                                       $   380,528   $   174,638
                                                                                                     ==========================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued liabilities                                                             $    78,281   $     3,007
Due to stockholders (Note 7)                                                                              15,363             -
Notes payable                       .                                                                      9,676             -
Note payable - stockholder (Note 8)                                                                            -         4,680
  Total current liabilities                                                                              103,320         7,687
                                                                                                         __    __    __________
Stockholders' equity:
Common stock, $.001 par value, Authorized 50,000,000 shares at
  December 31, 2001 and 2000: issued and outstanding 12,064,101 at December 31, 2001
  and 7,316,034 at December 31, 2000                                                                      12,064         7,316
Additional paid-in capital                                                                             4,211,961     1,247,840
(Deficit) accumulated during development stage                                                        (2,896,808)   (1,021,125)
Deferred Compensation (Note 10)                                                                       (1,050,009)      (67,080)

  Total stockholders' equity                                                                             277,208       166,951

  Total liabilities and stockholders' equity                                                         $   380,528   $   174,638
                                                                                                     ==========================
</TABLE>


                 See accompanying notes to financial statements

                                       35
<PAGE>

                                DSTAGE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                            CUMULATIVE
                                              DURING
                                            DEVELOPMENT           DECEMBER 31,
                                               STAGE          2001            2000

<S>                                        <C>            <C>             <C>
Revenue:
  Professional services                    $     53,608   $      53,500   $      108

Operating expenses:

  Cost of services                               53,500          13,500       40,000

  Sales and marketing                            39,561          35,407            -

  Research and development       .              251,621         132,997      117,040

  General and administrative       .            677,538         528,633       87,745

  Impairment of assets                        1,215,838       1,215,838            -
  Impairment of investments in other
    companies       .                           709,908               -      709,908
Total operating expenses          .           2,947,966       1,926,375      954,693

Income (loss) from operations        .       (2,894,358)     (1,872,875)    (954,585)

  Other income (expense), net                    (2,450)         (2,808)         256


Net income (loss)             .            $ (2,896,808)  $  (1,875,683)  $ (954,329)
                                           ==========================================
Net income (loss) per share:
  Basic and diluted           .            $      (0.39)  $       (0.22)  $    (0.14)
                                           ==========================================
Weighted average shares used in computing
net income (loss) per share
  Basic and diluted                           7,439,688       8,592,521    6,548,339
                                           ==========================================
</TABLE>

                 See accompanying notes to financial statements

                                       36
<PAGE>

                                DSTAGE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                          COMMON               ADDITIONAL
                                                                                           STOCK                PAID IN
                                                                                          SHARES      AMOUNT    CAPITAL
<S>                                                                                     <C>          <C>       <C>
Balance, October 12, 1999 (Inception). . . . . . . . . . . . . . . . . . . . . . . . .            -  $      -  $        -

Issuance of shares for cash at $.02 per share          . . . . . . . . . . . . . . . .    1,000,000     1,000      19,000
Issuance of shares for services at $.02 per share. . . . . . . . . . . . . . . . . . .    2,600,000     2,600      49,400
Issuance of shares for expense reimbursement at $.02 per share  .. . . . . . . . . . .      834,569       835      15,856

Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -         -           -
Balance, December 31, 1999                .. . . . . . . . . . . . . . . . . . . . . .    4,434,569     4,435      84,256

Issuance of shares for conversion of notes payable at $.02 per share . . . . . . . . .    1,000,000     1,000      19,000
Issuance of shares for services at $.02 per share. . . . . . . . . . . . . . . . . . .      750,000       750      14,250
Issuance of shares for cash at $1.00 per share . . . . . . . . . . . . . . . . . . . .       10,835        11      10,824
Issuance of shares for conversion of notes payable at $1.00 per share. . . . . . . . .       15,000        15      14,985
Issuance of shares for expense reimbursement at $1.00 per share. . . . . . . . . . . .        4,630         4       4,626
Issuance of shares for services at $1.00 per share . . . . . . . . . . . . . . . . . .      107,000       107     106,893
Investment in other companies by Issuance of
                 Shares at $1.00 per share . . . . . . . . . . . . . . . . . . . . . .      710,000       710     709,290
Issuance of shares for prepaid services at $1.00 per share     . . . . . . . . . . . .      195,000       195     194,805
Issuance of shares for deferred compensation to officers,
directors and controlling parties at $1.00 per share . . . . . . . . . . . . . . . . .       89,000        89      88,911
Deferred compensation expensed

Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -         -           -
Balance, December 31, 2000                .. . . . . . . . . . . . . . . . . . . . . .    7,316,034     7,316   1,247,840

Issuance of shares for expense reimbursement at $4.50 per share  . . . . . . . . . . .        1,248         1       5,616
Issuance of shares for prepaid services at $1.19 per share . . . . . . . . . . . . . .      337,208       337     400,407
Property & equipment lease by issuance of shares at $1.15 per share. . . . . . . . . .    1,000,000     1,000   1,149,000
Licensed technology by issuance of shares at $0.017 per share   .. . . . . . . . . . .    2,270,000     2,270      35,730
Issuance of shares for deferred compensation to officers, directors and
related parties at $1.16 per share . . . . . . . . . . . . . . . . . . . . . . . . . .    1,122,944     1,123   1,297,229
Issuance of shares for developed technology expensed at $1.15 per share. . . . . . . .       16,667        17      19,150
Forgiveness of debt by shareholder . . . . . . . . . . . . . . . . . . . . . . . . . .            -         -      31,489
Related party services paid for by shareholder . . . . . . . . . . . . . . . . . . . .            -         -      25,500
Deferred compensation expensed . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -         -           -

Net (loss)                        .. . . . . . . . . . . . . . . . . . . . . . . . . .            -         -           -
Balance, December 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12,064,101   $12,064  $4,211,961
                                                                                      ===================================
</TABLE>

                 See accompanying notes to financial statements

                                       37
<PAGE>

                                DSTAGE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                  (continued)

<TABLE>
<CAPTION>
                                                                          ACCUMULATED
                                                                           (DEFICIT)
                                                                           DURING THE
                                                                           DEVELOPMENT   DEFERRED
                                                                             STAGE      COMPENSATION     TOTAL
<S>                                                                       <C>           <C>           <C>
Balance, October 12, 1999 (Inception)                                       $       -      $      -      $       -

Issuance of shares for cash at $.02 per share          . . . . . . . . .            -             -         20,000
Issuance of shares for services at $.02 per share. . . . . . . . . . . .            -             -         52,000
Issuance of shares for expense reimbursement at $.02 per share  .. . . .            -             -         16,691

Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (66,796)            -        (66,796)
Balance, December 31, 1999                .. . . . . . . . . . . . . . .      (66,796)            -        21,895

Issuance of shares for conversion of notes payable at $.02 per share . .            -             -        20,000
Issuance of shares for services at $.02 per share. . . . . . . . . . . .            -             -        15,000
Issuance of shares for cash at $1.00 per share . . . . . . . . . . . . .            -             -        10,835
Issuance of shares for conversion of notes payable at $1.00 per share. .            -             -        15,000
Issuance of shares for expense reimbursement at $1.00 per share. . . . .            -             -         4,630
Issuance of shares for services at $1.00 per share . . . . . . . . . . .            -             -       107,000
Investment in other companies by Issuance of
                 Shares at $1.00 per share . . . . . . . . . . . . . . .            -             -       710,000
Issuance of shares for prepaid services at $1.00 per share     . . . . .            -             -       195,000
Issuance of shares for deferred compensation to officers, directors and
controlling parties at $1.00 per share . . . . . . . . . . . . . . . . .            -       (89,000)            -
Deferred compensation expensed . . . . . . . . . . . . . . . . . . . . .            -        21,920        21,920

Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (954,329)                   (954,329)
Balance, December 31, 2000                .. . . . . . . . . . . . . . .   (1,021,125)      (67,080)      166,951

Issuance of shares for expense reimbursement at $4.50 per share  . . . .            -             -         5,617
Issuance of shares for prepaid services at $1.19 per share . . . . . . .            -             -       400,744
Property & equipment lease by issuance of shares at $1.15 per share. . .            -             -     1,150,000
Licensed technology by issuance of shares at $0.017 per share   .. . . .            -             -        38,000
Issuance of shares for deferred compensation to officers, directors and
related parties at $1.16 per share . . . . . . . . . . . . . . . . . . .            -    (1,298,352)            -
Issuance of shares for developed technology expensed at $1.15 per share             -             -        19,167
Forgiveness of debt by shareholder . . . . . . . . . . . . . . . . . . .            -             -        31,489
Related party services paid for by shareholder . . . . . . . . . . . . .            -             -        25,500
Deferred compensation expensed . . . . . . . . . . . . . . . . . . . . .            -       315,423       315,423

Net (loss)                        .. . . . . . . . . . . . . . . . . . .   (1,875,683)            -    (1,875,683)
Balance, December 31, 2001 . . . . . . . . . . . . . . . . . . . . . . .  $(2,896,808)  $(1,050,009)  $   277,208
                                                                        ==========================================
</TABLE>

                 See accompanying notes to financial statements

                                       38
<PAGE>

                                DSTAGE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



                                                                     CUMULATIVE
                                                                       DURING
                                                                     DEVELOPMENT
                                                                         STAGE         2001          2000
<S>                                                                 <C>            <C>           <C>
Cash flows from operating activities:
  Net (loss)                                                        $ (2,896,808)  $(1,875,683)  $(954,329)
  Adjustments to reconcile net (loss)
      to cash provided (used) by operating activities:
    Depreciation                                                           2,675         1,652       1,023
    Issuance of common stock for services                                174,000             -     122,000
    Issuance of common stock for expense reimbursement                    22,051         5,617       4,631
    Issuance of common stock for technology                               19,167        19,167           -
    Impairment of investments in other companies                         709,908             -     709,908
    Impairment of assets                                               1,215,838     1,215,838           -
    Revenue paid in common stock                                            (108)            -        (108)
    Prepaid services expensed                                            223,388       193,388      30,000
    Amortization of deferred compensation                                337,343       315,423      21,920
    Expenses paid through notes payable proceeds                          66,490        26,810      39,680
    Change in assets and liabilities:
      Increase in other current assets           .                       (16,286)      (16,877)        591
      Increase in accounts payable and accrued liabilities   .            93,644        90,637       2,935
      Increase in notes payable                                            9,676         9,676           -
      Net cash (used) by operating activities        .                   (39,022)      (14,352)    (21,749)
Cash flows from investing activities:
    Acquisition of fixed assets                                           (6,689)       (2,151)     (4,145)
      Net cash (used) by investing activities        .                    (6,689)       (2,151)     (4,145)
Cash flows from financing activities:
    Contributed capital                                                   25,500        25,500           -
    Proceeds from issuance of common stock                                30,835             -      10,835
      Net cash provided by financing activities       .                   56,335        25,500      10,835
Net increase (decrease) in cash                                           10,624         8,997     (15,059)
Cash, beginning of period                                                      -         1,627      16,686
Cash, end of period                                                 $     10,624   $    10,624   $   1,627
                                                                     ======================================
Non-cash transactions
  Purchase of property and equipment by issuance of common stock.   $  1,153,162   $ 1,150,000   $       -
                                                                     ======================================
  Purchase of licensed technology by issuance of common stock       $     38,000   $    38,000   $       -
                                                                     ======================================
  Payment of prepaid and other assets by issuance of
    common stock                                                    $      1,726   $         -   $       -
                                                                     ======================================
  Prepayment of services for common stock                           $  1,894,095   $ 1,699,095   $ 195,000
                                                                     ======================================
  Investments in other companies              .                     $    710,000   $         -   $ 710,000
                                                                     ======================================
  Conversion of debt to common stock            .                   $     35,000   $         -   $  35,000
                                                                     ======================================
  Forgiveness of debt by stockholder                                $     31,489   $    31,489   $       -
                                                                     ======================================
</TABLE>

                 See accompanying notes to financial statements

                                       39
<PAGE>

                                DSTAGE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS

(1)  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, 2001, the Company
has  been  in  the  development stage.  The Company's activities since inception
have  consisted  of developing the business plan, raising capital, business plan
implementation,  recruiting a management team and entering into new ventures and
alliances  with  affiliates.

From  inception  to  December 31, 2001, the Company has had minimal revenues  of
$53,608,  and  has  expensed  operating  costs in the amount of $2,947,966.  The
Company  has nominal cash resources and has been largely dependent on the direct
financial  support  from  its  largest  stockholder  and revenue 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.
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.  The Company has earned revenue in 2001 and plans to
increase  revenues  from  existing  and  proposed  contractual  relationships in
addition  to  obtaining external financing.  There can be no assurance that such
revenues  and  or  financing  will  be  successfully  obtained.

(2)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements.  Substantial  estimates  have  been  used regarding lives of assets,
impairment of investments in other companies and impairment of long-lived assets
and  prepaid  expenses,  which may not be realized.  Actual results could differ
materially  from  those  estimates.

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.

Major  Customers  and  Concentration  of  Credit  Risk

Statement  of Financial Accounting Standards No. 105, "Disclosure of Information
about  Financial  Instruments  with  Off-  Balance  Sheet  Risk  and  Financial
Instruments  with  Concentrations  of  Credit  Risk"  ("SFAS  105"),  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,  2001.  Management believes that the financial
institution  is  financially  sound.

                                       40
<PAGE>

Statement  of  Financial Accounting Standards No. 30, "Disclosure of Information
about  Major  Customers"  ("SFAS  30"),  requires  disclosure  of customers that
compose  10%  or  more  of  an  enterprise's  revenue.  Sales  to  one customer,
SunnComm,  Inc.,  accounted  for  100%  of  revenue  in  2001.


Prepaid  Expenses  and  Deferred  Compensation

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

It  is  Company  policy  to expense those items which have been unused after the
contractual period or after one year, if not used.  Other prepaid expenses where
services  are  being  used  are  amortized  over  the  life  of  the  contract
or as incurred.

Research  and  Development

The  Company  expenses  costs  of  research and development until the product or
service  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 estimated useful 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  lives  of  the respective assets (three to seven
years).  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,  2001  and  2000  was $1,652 and $1,023,
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 No. 109,
"Accounting  for  Income  Taxes"  ("SFAS  109").  Deferred  income  taxes  are
determined  based  on  differences  between financial reporting and tax basis of
assets  and  liabilities, and are measured using the statutory rates and enacted
laws  that  will  be  in  effect  when  the differences are expected to reverse.
Valuation  allowances  against  deferred  tax  assets  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.

                                       41
<PAGE>

Impairment  of  Long-Lived  Assets

The  Company  adheres  to  the  provisions  of Statement of Financial Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for  the  Impairment or Disposal of
Long-Lived  Assets" ("SFAS 144").  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.

Going  Concern  Uncertainties

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a  going  concern.  However,  the Company has experienced recurring
operating  losses  and  negative  cash  flows  from  operations.  The  Company's
continued existence is dependent upon its ability to increase operating revenues
and/or  obtain  additional  equity  financing.  Dstage  relies  on  BulletProof
Business  Plans,  Inc. to provide cash infusion when necessary and this reliance
will  continue  in  the  near  future.

In  view  of  these  matters, the Company is currently in negotiations to obtain
additional  equity  financing  to enable it to achieve its strategic objectives.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

Revenue  Recognition

Revenue consists of professional services.  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  was  $108  in  2000  and  $0  in  2001.


Earnings  (Loss)  Per  Common  Share

Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"), 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  are  computed  when  the  effect  of  including common stock
equivalents  in  the  earnings  per share calculation is dilutive.  Common stock
equivalents  include  items  such  as  common  stock  options,  warrants  and
contingently  issuable  shares  of  common  stock.  Common stock equivalents are
calculated  using  the  treasury  stock method. 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.

As  of December 31, 2000 and 2001, the Company had no outstanding stock options,
warrants  or  contingently  issuable  shares  of  common  stock.  The  Company's
weighted  average shares outstanding were 8,592,521 and 6,548,339 as of December
31,  2001  and  December  31,  2000  respectively.  Weighted  average  shares
outstanding  since  inception  were  7,439,688.

Stock  Based  Compensation

The  Company follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock  Issued  to  Employees"  ("APB  25")  in  accounting  for  stock  based

                                       42
<PAGE>

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
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 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 25
for  employees and directors but uses the disclosure-only provisions of SFAS 123
for  any options issued to employees and directors.  No options or warrants have
been  granted  and  none  are  outstanding.

Capital  Structure

The  Company  has  adopted  Statement of Financial Accounting Standards No. 129,
"Disclosure of Information about Capital Structure" ("SFAS 129"), which requires
companies  to  disclose  all  relevant  information  regarding  their  capital
structure.  The Company issued no shares in 2001 due to conversion, exercises or
contingent  issuances.  In  2000, the Company issued 1,015,000 shares due to the
conversion  of  notes  payable  (See  Note  8).

Comprehensive  Income

Statement  of  Financial  Accounting Standards No. 130, "Reporting Comprehensive
Income"  ("SFAS 130") 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,  2001.

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" ("SFAS 132") requires certain
disclosures about employers' pension and other post retirement benefit plans and
specifies  the  accounting  and measurement or recognition of those plans.  SFAS
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, as amended
by  SFAS  137 and SFAS 138, is effective for all fiscal quarters of fiscal years
beginning  after  June  15,  2000.  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.

                                       43
<PAGE>

Business  Combinations

Statement  of  Financial  Accounting  Standards No. 141, "Business Combinations"
("SFAS  141"),  requires that all business combinations initiated after June 30,
2001  be  accounted for using the purchase method.  The adoption of SFAS 141 did
not have an impact on the Company's financial condition or results of operations
for  the  year  ended  December  31,  2001.



Goodwill  and  Other  Intangible  Assets

Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets" ("SFAS 142"), establishes accounting and reporting standards
for  recording,  valuing, and impairing goodwill and other intangible assets.
The adoption of  SFAS  142  did  not  have  an impact on the Company's financial
condition or results  of  operations  for  the  year  ended  December  31, 2001.


Reclassifications

Certain  reclassifications  have  been  made  to  the  prior years' consolidated
financial  statements  to  conform  the  presentation  used  for  the year ended
December  31,  2001.


(3)  -  PREPAID  SERVICES

During  2000  and 2001, the Company entered into various contracts with "Concept
Affiliates"  in  which vendors agreed to provide future professional services in
exchange  for common stock of the Company.  Services contracted in 2000 and 2001
included  multimedia  design,  securities  filings  preparation,  promotion,
interactive database technology, training course design and development, project
screening,  tax incentive consulting, strategic planning and direct marketing.

Future  service  commitments secured under these arrangements were negotiated at
prices  of  $4.50  per share in the first quarter of 2001 and $6.00 per share in
the  remaining  three  quarters of 2001.  As the Company's stock was not traded,
quoted  or  listed  on  any  formal or national securities exchange or quotation
medium  prior  to  May  of  2001,  the Company recorded these transactions at an
estimated  fair market value per share on the corresponding issuance date in the
first two quarters of 2001.  An estimated fair market value of $1.00 was used to
record  these  transactions  for  the  first  quarter  of 2001.  Thereafter, all
transactions  entered  into under these arrangements were recorded using the bid
price on the date of issuance as reported by the Over The Counter Bulletin Board
(OTCBB).

The  total  value  of  prepaid  services  recorded  under these arrangements was
$185,000  in  2000.  Of  this  amount, $20,000 was expensed in 2000 for services
rendered  to  the Company, $65,000 was expensed in 2001 for services rendered to
the  Company  and  $100,000  was expensed in 2001 as an impairment of long-lived
assets  in  accordance  with  SFAS  144.

                                       44
<PAGE>

The  total  value  of prepaid services recorded under these arrangements in 2001
was  $306,517.  Of  this  amount,  $19,036  was  expensed  in  2001 for services
rendered,  $34,352  was expensed in 2001 as an accrual for services rendered but
not  yet  billed and $40,838 was expensed in 2001 as an impairment of long-lived
assets  in  accordance with SFAS 144.  As a result, the total balance of prepaid
services  as of December 31, 2001 was $306,517, consisting of $67,616 in current
assets  and  $238,901  in  non-current  assets.

During 2001, the Company entered into ten contracts in which companies agreed to
provide  future  professional  services  in  exchange  for  common  stock of the
Company.  The  Company  plans  to  use  the  prepaid services on its books as of
December  31,  2001  over  the  next  twelve  to  eighteen  months.

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 at least one year from the date of issuance.


(4)  -  INVESTMENT  IN  OTHER  COMPANIES

In  2000,  the Company exchanged 650,000 shares of its common stock at $1.00 per
share  for  1,111,111  shares  of GOTO-MD, Inc.'s ("GOTO-MD") outstanding common
shares  valued  at $0.63 per share.  As GOTO-MD was in the development stage, an
adjustment  was  made  to  recognize  the  impairment  of  the investment to its
estimated  fair  value.  The  Company  has recorded the investment in GOTO-MD at
$720,800 and has impaired substantially all of that amount to recognize the fair
value  of  the  investment  in  2000  and  2001.  During  2001,  GOTO-MD  had no
significant operations.  GOTO-MD's primary asset during that period consisted of
the  650,000  shares of the Company's common stock exchanged in the transaction.


In  2000,  the  Company acquired 1% of Ameribank Card Services, Inc. in exchange
for 10,000 common shares of the Company.  The Company recorded the investment in
Ameribank  Card Services at $10,000 less an impairment of $9,900, resulting in a
net  asset  value  of  $100.  Ameribank  Card  Services  continued to pursue its
business  model  in  2001,  growing  its portfolio of merchant accounts from 327
merchants  at the beginning of 2001 to 412 as merchants as of December 31, 2001.


(5)  -  LICENSED  TECHNOLOGY

On  November  5,  2001,  the Company entered into a technology license agreement
with  Sunncomm,  Inc.  ("SunnComm"),  to license its Proprietary Copy Management
Technology.  Under the terms of the agreement, the Company was to pay Sunncomm a
one-time  license  fee of $4,000,000 payable in the Company's common stock, with
the  amount  of  shares  issued not to exceed 2,000,000.  Initially, the Company
hoped to combine the SunnComm technology licensed with what was believed to be a
complementary  technology  the  Company  was  negotiating  to  acquire.

Following  execution  of  the  license  agreement, both parties, the Company and
SunnComm,  agreed  that  it  would  be  beneficial  to  expand  the scope of the
agreement  to  potentially  address  market  realities  more  effectively.  As a
result,  the  boards  of  both  parties deferred closing the transaction pending
completion  and  execution  of the expanded agreement.  On December 31, 2001, an
expanded agreement was executed and the Company's board approved the issuance of
2,000,000  restricted  shares, or approximately 16.69% of the outstanding common
shares  of  the  Company,  to SunnComm, Inc.  The Company's negotiated price was
$2.00  per  share;  however,  the  licensed technology was recorded at a minimal
value  of  $2,000,  since  the  ownership  percentage  by  SunnComm  following
consummation  of  the  transaction  made  SunnComm  a  related  party.

In  November  of  2001,  the  Company  entered  into an agreement with DataStand
Technologies, Inc. ("DataStand") to secure three premium licenses to DataStand's
OTCBB  interactive  databases  for  terms of three years in exchange for 270,000
shares of the Company's common stock.  The licensed technology was recorded at a
value  of  $36,000.

(6)  -  PROPERTY  &  EQUIPMENT  LEASE

In  June  2001,  the Company entered into a 49-year lease agreement with Bentley
House  Furniture  Company, Inc., a Philippine company, for an idle manufacturing
facility  built  in  1998  and  located in Davao City, Philippines.  The Company
granted  a  one-time payment of 1,000,000 common shares in lieu of $6,000,000 in
cash  for the full lease payment on the property.  The Company has the option to

                                       45
<PAGE>

purchase  the  facility during the lease term for $100,000 should Philippine law
permit a transfer of title to a U.S. Corporation.  The lessor agreed to bear all
legal,  tax  and  similar costs related to the transaction.  The lease agreement
was  negotiated  at a value of $6.00 per share; however, for accounting purposes
the  Company recorded the transaction at $1.15 per share.  The Company has fully
impaired  the value of the asset by $1,150,000 for 2001, in accordance with SFAS
144  because  expected  sublease opportunities did not materialize.  The Company
believes  that, there are substantial risks involved with this investment in the
property  and  equipment  lease.




(7)  -  DUE  TO  STOCKHOLDERS

In 2001, the Company's major shareholder, BulletProof Business Plans, provided a
total of $39,333 in cash advances and expenses paid on the Company's behalf. The
advances  were  all  short-term  obligations, due on demand and are non-interest
bearing.  As  of December 31, 2001, the Company had repaid a total of $33,470 to
BulletProof  under  these  obligations,  leaving  a  balance  of  $5,863.

In  the  fourth  quarter  ended  December  31, 2001, the Company entered into an
agreement  with  its largest shareholder, BulletProof Business Plans, Inc. and a
company  owned by its CEO, Frank Maresca, Frank Maresca & Associates, to provide
consulting  services  for a biopharmaceutical company engaged in the development
of generic paclitaxel. The balance of $9,500 in services due under the agreement
is  reflected  as  due  to  stockholders.


(8)  -  NOTE  PAYABLE  -  STOCKHOLDER

Since  inception,  the  Company  has  entered  into  a series of promissory note
agreements  with BulletProof Business Plans, Inc. ("BulletProof"), the Company's
largest stockholder, to borrow cash directly or to have BulletProof pay expenses
on  the  Company's  behalf.  Each  of these promissory notes included conversion
provisions,  was due on demand and earned interest at the prime rate.  The total
principal  borrowed  under  these notes from inception through December 31, 2001
was  $70,000;  $20,000  in  1999, $19,680 in 2000 and $30,320 in 2001.  Of these
principal  amounts,  $5,000  was  converted into common shares of the Company in
1999,  $35,000  was  converted  into  common  shares  of the Company in 2000 and
$31,489 was  forgiven  by  the  BulletProof  in  2001.

In  1999,  the  Company  entered  into  a  promissory note agreement under which
BulletProof 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
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 the 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 in 2000 and $320 in
2001.  Interest  was  at  the  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.
In September 2001, BulletProof forgave all principal and interest due under this
note.

                                       46
<PAGE>

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.
In  2001,  the  Company  borrowed $25,000 under this note and in September 2001,
BulletProof  forgave  all  principal  and  interest  due  under  this  note.

In  September 2001, BulletProof forgave the Company of all amounts due under its
promissory  note  payable agreements.  The forgiveness of convertible promissory
notes  extinguishes  the  Company's  obligation,  which  included  principal and
interest of $31,489.  BulletProof waived and sacrificed its right to convert the
notes to common stock of the Company.  The benefit of the extinguishment was not
reflected  in  the  Company's  statement  of  operations, but was recorded as an
increase in paid-in-capital, since BulletProof is a related party.  See Note 12,
"Related  Party  Transactions."


(9)  -  STOCKHOLDERS'  EQUITY


In  2001,  the Company issued a total of 4,748,067 shares of its common stock to
various  parties  for a variety of resources, services and technology. Equity or
capital  transactions  transacted  for  non-cash  consideration  are complex and
require  substantial  estimates  by  management.  See Note 2 "Use of Estimates."
The  Company  received  no  cash  for  any  of  the  shares  it issued in 2001.

In  January,  2001,  the  Company  issued  1,248 shares of its common stock at a
negotiated  price of $4.50 per share to an Executive Officer as reimbursement of
expenses  paid  on  the  Company's  behalf.

In February and March 2001, the Company issued 55,000 shares of common stock for
future  professional  services  to  be  provided to the Company.  For accounting
purposes,  the Company recorded these transactions for common stock at $1.00 per
share.  See  Note  3  "Prepaid  Services."

In  March,  2001,  the  Company  issued  2,000 shares of its common stock at a
negotiated  price of $4.50 per share to an Audit Committee Member in exchange
for services to be rendered to the Company in that capacity.  For accounting
purposes,  the Company recorded these transactions for common stock at $1.00 per
share.  See  Note  10  "Deferred Compensation."

During  the  first  quarter of 2001, the Company issued 104,444 shares of common
stock  to  eleven  "Concept Screeners" in exchange for reviewing future business
and  investment  opportunities for the Company.  The services are to be provided
to  the  Company  over  the  next  two  to  five years.  The "Concept Screeners"
services  were  negotiated  at  a  total  value of $470,000, or $4.50 per share.
However,  the  Company  has  valued  the  transaction  at  $1.00  per  share for
accounting  purposes.  The aggregate amount of $104,444 was recorded as deferred
compensation.  The  Company fully expensed deferred compensation associated with
these  Concept Screener agreements in the fourth quarter of 2001, resulting in a
charge  against  earnings  of  $104,444.

During  the  second  quarter  of  2001, the Company issued 121,292 shares of its
common  stock  to four ""Concept Affiliates" for future professional services to
be  provided  to  the  Company.  The  professional services were negotiated at a
total value of $727,750, or $6.00 per share and recorded at the bid price on the
date  of  issuance.  See  Note  3  "Prepaid  Services."

During  the  second  quarter,  the  Company issued 1,000,000 common shares for a
one-time  lease  payment  of a manufacturing facility lease agreement in lieu of
$6,000,000  in cash.  See Note 6 "Property and Equipment Lease."  For accounting
purposes,  the  Company  recorded  the transaction for common stock at $1.15 per
share.  In  the  fourth  quarter  of  2001,  the  Company  fully  impaired  the
capitalized  lease,  resulting  in  an  impairment  expense  of  $1,150,000.

During  the  second  quarter of 2001,  the Company issued 16,667 shares  of  its
common  stock  in  lieu  of $100,000 cash to acquire a software license  for
e-commerce  software  from  Netoy,  Inc.  For accounting purposes,  the  Company
expensed the transaction for common stock at $1.15 per share.

During  the  third  quarter  of 2001, the Company issued 1,047,583 shares of its
common stock to several "Concept Affiliates" for future professional services to
be  provided  to  the  Company.  The  professional services were negotiated at a
total  value  of  $6,285,500  or  $6.00  per share.  See Note 3.  For accounting
purposes,  the  Company  recorded  the  transaction for common stock at the fair
market  value  per  share  on  the  corresponding  issuance  date.

                                       47
<PAGE>

In  July 2001, Board of Directors approved Gilbert Serrano to the Executive post
of  Vice  President  of  Corporate Image Development.  The Company issued 15,000
shares  of  its common stock in lieu of $90,000 cash for services to be rendered
to  the  Company.  For accounting purposes, the Company recorded the transaction
for  common  stock  at  the  bid  price  on  the  corresponding  issue  date.

During  the  fourth  quarter,  the  Company issued 2,000,000 common shares for a
one-time  license  fee  to  SunnComm, Inc. for their Proprietary Copy Management
Technology  in  lieu  of  $4,000,000 in cash.  See Note 5 "Licensed Technology."
The licensed technology was recorded at a nominal value of $2,000 for accounting
purposes,  as  the  issuance  of shares to SunnComm makes the licensor a related
party  as  of  December  31,  2001.

In  November  of  2001,  the  Company  issued 270,000 common shares to DataStand
Technologies, Inc. ("DataStand") to secure three premium licenses to DataStand's
OTCBB  interactive  databases  for  terms of three years in exchange for 270,000
shares  of  the  Company's  common stock.  The combined licenses were recorded a
value  of  $36,000,  due  to an  insufficient sales history of similar licenses
with which  to  base  an  objective  valuation.

During  the  fourth quarter  of 2001, the Company issued 114,833 shares of its
common stock to several "Concept Affiliates" for future professional services to
be  provided  to  the  Company.  The  professional services were negotiated at a
total  value  of  $574,165 or  $6.00  per share.  See Note 3.  For accounting
purposes,  the  Company  recorded  the  transaction for common stock at the fair
market  value  per  share  on  the  corresponding  issuance  date.


The  shares  issued by the Company in connection with the above 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.
Certain stockholders contributed $25,500 to the Company in the fourth quarter of
2001.

(10)-  DEFERRED  COMPENSATION

During the year ended December 31, 2001,the Company issued 1,122,944 shares to
officers, directors and related parties recorded at an average per share price
of $1.16.  Officers, directors and related parties have provided some services
in 2001.  The Company has expensed $315,423 of deferred compensation in 2001.

(11)-  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 provided
for  monthly  payments  of  $924.  The Company decided not to renew the lease on
June  30,  2001.

Rent expense was $8,114 and $11,842 for the periods ending December 31, 2000 and
2001  respectively.   The  minimum  future rental commitments over the next five
years under the Company's operating leases at December 31, 2000 are as follows:

                     2002                 $0
                     Thereafter            -
                     Total                $0

                                       48
<PAGE>

(12)  -  RELATED  PARTY  TRANSACTIONS

During  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.

During  the  second  quarter  ended  June 30, 2001, the Company borrowed $12,291
under  the  note payable agreement with the Company's major shareholder.  During
the  period  ending  June 30, 2001, the Company's major shareholder, BulletProof
Business  Plans, paid $11,035 of expenses on the Company's behalf.  The advances
were  short-term.

During  the  second  quarter  ended  June  30,  2001, the Company entered into a
"Concept  Affiliate"  agreement  with  2animate.com  to  provide  professional
services.  The  Company  issued  16,875  shares  of  its common stock in lieu of
$101,250 cash for prepaid professional services.  The professional services were
negotiated  at  a value of $6.00 per share; however, for accounting purposes the
Company  has  recorded  the common stock at $1.12 per share.  Gilbert Serrano is
the  majority  owner  of  2Animate.com.

On  July  2, 2001, Gilbert Serrano was elected Vice President of Corporate Image
Development  of  the  Company.    During  June  2001,  the Company issued 16,667
shares  of  its  common  stock  in  lieu  of $100,000 cash to acquire a software
license  for  e-commerce  software  from  Netoy,  Inc.  Gilbert  Serrano  is the
majority  shareholder  of  Netoy,  Inc.

During  2001,  the  Company's  major  shareholder,  BulletProof  Business Plans,
provided  a total of $39,333 in cash advances and expenses paid on the Company's
behalf.  The  advances  were  all  short-term  obligations,  due  on  demand and
non-interest  bearing.  As  of December 31, 2001, the Company had repaid a total
of  $28,470 to BulletProof under these obligations, leaving a balance of $5,863.


In  September 2001, The Company's major shareholder, BulletProof Business Plans,
forgave  the  Company  of  its  promissory  note  payable  obligations including
principal  and  interest  totaling  $31,489.

During  the  third  quarter ended September 30, 2001, the Company entered into a
"Concept  Affiliate"  agreement  with  ISPEX.com,  Inc,  to provide professional
services.  The  Company  issued  329,333  shares  of its common stock in lieu of
$1,976,000  cash for prepaid professional services to be provided to the Company
in  the  future.  The  Company  has  recorded  the  transaction  as  deferred
compensation  and records the expense in the statement of operations as services
are provided.  The professional services were negotiated at a value of $6.00 per
share;  however,  for  accounting  purposes  the Company has recorded the common
stock  at  the  bid price on the corresponding issuance date.  Frank R. Maresca,
Jr.,  is  the  majority  owner  of  ISPEX.com,  Inc.

During  the  third  quarter ended September 30, 2001, the Company entered into a
"Concept  Affiliate"  agreement  with Family Asset, Inc. to provide professional
services.  The  Company  issued  500,000  shares  of its common stock in lieu of
$3,000,000  cash for prepaid professional services to be provided to the Company
in  the  future.  The  Company  has  recorded  the  transaction  as  deferred
compensation  and records the expense in the statement of operations as services
are provided.  The professional services were negotiated at a value of $6.00 per
share;  however,  for  accounting  purposes  the company has recorded the common
stock  at the bid price on the corresponding issuance date.  Donald J. Marinari,
Chairman  of  the  Board  of Directors, Dianne Marinari is the majority owner of
Family  Assets,  Inc.

In  the  fourth  quarter  ended  December  31, 2001, the Company entered into an
agreement  with  its largest shareholder, BulletProof Business Plans, Inc. and a
company  owned by its CEO, Frank Maresca, Frank Maresca & Associates, to provide
consulting  services  for a biopharmaceutical company engaged in the development
of generic paclitaxel. The balance of $9,500 in services due under the agreement
is  reflected  as  due  to  stockholders.

                                       49
<PAGE>

(13)  -  FOREIGN  CURRENCY  AND  INTERNATIONAL  OPERATIONS

As  indicated in Note 6, the Company entered into a 49-year lease agreement with
Bentley  House  Furniture  Company,  Inc.,  a  Philippine  company,  for an idle
manufacturing  facility  built in 1998 and located in Davao City, Philippines in
June  2001.  The  lease  agreement was negotiated at a value of $6.00 per share;
however,  for  accounting purposes the Company recorded the transaction at $1.15
per  share.  The Company has fully impaired the value of the asset by $1,150,000
for 2001, in accordance with SFAS 144.  The property lease was acquired with the
intention  of  investing it into an enterprise that could make use of the lease,
as  opposed  to  being operated by the company as a division or as a subsidiary.
The  average  inflation  rate  in the Philippines as of December 31, 2001, using
data  published by the Philippine government through November of 2001, was 6.3%.
The  rate of inflation as of the end of November 2001, the latest published date
available,  was  4.4%.  As of June 30, 2001, the exchange rate of the Philippine
Peso  was  52.366 for each U.S. Dollar, according to the Reference Exchange Rate
Bulletin.  As of December 31, 2001, the exchange rate of the Philippine Peso was
51.404  for  each  U.S.  Dollar.




 (14)  -  INCOME  TAXES


There is no current or deferred tax expense for the period from October 12, 1999
to  December  31,  2001  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  components of the Company's net deferred tax asset at December 31, 2001 and
2000  are  as  follows:


                                             2001                2000
 Net operating loss carryforward         $  181,196          $  93,500

 Valuation allowance for
deferred tax assets                      $ (181,196)         $( 93,500)

  Net deferred  tax asset        .       $        0          $       0
                                         =============================


As  of  December  31,  2001,  the  Company  had  operating loss carryforwards of
$2,896,808.  The  operating loss carryforward is calculated based on book versus
tax  computations. The operating loss carryforwards expire beginning in 2019 and
2020.

                                       50
<PAGE>

(15)  -  SUBSEQUENT  EVENTS


On  or about January 15, 2002, BulletProof Business Plans, Inc. ("BulletProof"),
the  major  shareholder  of  the Company, transferred 2,876,819 common shares of
Dstage.com,  Inc.  to its shareholders.   The transaction involved approximately
23.85%  of  the  outstanding  common shares of the Company.  As a result of this
transaction,  BulletProof Business Plans is no longer a major shareholder of the
Company.  However,  BulletProof  Business  Plans  is  still considered a related
party  due  to  its  involvement  with  the Company since inception, its role in
financing  transactions  and services provided to the Company by BulletProof and
common  ownership  elements.

On  January  14,  2002,  Kirk LaPoure resigned as Chief Financial Officer of the
Company and Director.  Jane  Olmstead  has  been appointed as interim CFO until
a new CFO has been  retained.  In  exchange for her services as CFO, the Company
issued 50,000 shares  of  common  stock  to  Jane  Olmstead  on  January  15,
2002.

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

Our independent accountant is Gordon, Hughes & Banks, LLP, 6061 S. Willow Drive,
Suite  230,  Greenwood Village, CO  80111.  There have been no changes in and no
disagreements  with  our  accountants on accounting and financial disclosures.

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

As  of  December  31,  2001,  the  names,  ages,  and positions are as follows:

<TABLE>
<CAPTION>
Name                                Age                     Position                      Since
<S>                             <C>                                                <C>       <C>

Sue Perrault                    46  President and Director                         November  1999
D. Kirk LaPoure (1)             33  Chief Financial Officer and Director           March     2000
Frank R. Maresca, Jr (2)        32  Vice President of Strategic
                                    Acquisitions and Director                      April     2000
                                    Chief Executive Officer                        July      2001
Donald J. Marinari              59  Chairman of the Board                          June      2001
Gilbert Serrano                 47  Vice President of Corporate Image Development  July      2001
Helen Chen                      30  Vice President of Research                     March     2000
Lan Xie                         28  Vice President of Index Development            March     2000
Melvyn Bloomberg                45  Vice President of Business Development Europe  December  2000
William A. Grazier III          36  Vice President of Information Technology       December  2000
Eric Schmitz                    35  Director, Audit Committee Member               December  2000
Jane Olmstead (1)               47  Director, Audit Committee Member               December  2000
Dave Baird                      53  Director, Audit Committee Member               March     2001
</TABLE>

                                       51
<PAGE>

Note  (1):  Effective  as  of  January  14,  2001, Mr. LaPoure resigned as Chief
Financial  Officer.  Audit committee member Ms. Olmstead replaced Mr. LaPoure on
a  temporary  basis.
Note  (2)Effective  as  of July 31, 2001 Mr. Maresca was elected to serve as our
Chief  Executive  Officer.
Note (3): 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.
(d)  Involvement  in  certain  legal  procedures:  none.

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,
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.

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 in 2000, was
elected  Chief  Executive  Officer  in  November, 2001.  He 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,

                                       52
<PAGE>

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.

Donald  J.  Marinari,  Chariman  of the Board, brings extensive expertise in all
aspects of business operations to Dstage.com.  Over Mr. Marinari's distinguished
career,  he  has  developed  the breadth of functional experience and creativity
required  to transform rapidly growing ventures while proving his mastery of the
executive  leadership  required  for  profitably  guiding  a  large  and  mature
enterprise.  Prior to joining Dstage, Mr. Marinari served as Presidetn and Chief
Executive  Officer  for  Bell  Atlantic  Directory  Group,  where  he  directed
operations  including  publishing, direct mail and Internet ventures.  Under his
leadership, the company grew to more than 2,000 employees serving over 1 million
customers.  During  this  same time, he consistently improved operating margins,
producing  impressive  pretax  shareholder  returns.  Prior  to  Bell  Atlantic
Directory  Group, Marinari was President and CEO of National Telephone Directory
Company/Penn-Del  Directory Company, where he built a subsidiary from the ground
up  to a multi-division, 700 person organization generating over $600 million in
annual  revenue.

Mr.  Marinari  earned  his Bachelor of Science - Business Management degree, cum
laude  at  Seton  Hall  University.  He  has  served  as  Director  for numerous
organizations  including  BCE Publitech Corporation, British American Bank Note,
Edward  H.  O'Brien  Pty.  Ltd, Energy Initiatives, Inc., and the North American
Directory  Corporation.

Gilbert  Serrano,  Vice  President  of  Corporate Image,  brings twenty years of
experience  and  business acumen to Dstage.  He currently serves as President of
2animate.com, Inc., a company which develops multimedia solutions to build brand
identity  and  sell  products.  Prior  to 2animate, Mr. Serrano served as CEO of
Netoy,  on  of  the first online toy companies.  Mr. Serrano spent five years at
Walt  Disney World, first as manager of retail operations for the Disney Village
Marketplace,  then as manager of sports merchandise planning and development for
Disney  Sports  Attractions.  In  these  roles,  Mr.  Serrano  established  and
maintained  merchandise  strategies,  including  driving  the  global vision and
strategies for Disney's Wide World of Sports  merchandise.  Prior to Disney, Mr.
Serrano  founded  Sun-Gill  Industries,  a  manufacturer  of  children and adult
sportswear.  As  Chief  Executive  Officer  of  Sun-Gill  from 1985 to 1994, Mr.
Serrano  oversaw  the  operations  of  a  company  with  6  Divisions,  over 300
employees,  and  sales in excess of $20 million.  Prior to Sun-Gill, Mr. Serrano
served  as  Comptroller, Corporate Accounting Division, for Canada Dry USA.  Mr.
Serrano  attended  St.  John's University, where he earned a BA in Accounting in
1980.  In  addition,  Mr.  Serrano  is a 1995 graduate of the prestigious Disney
Leadership  Development  Program.

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
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.

                                       53
<PAGE>

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.

Dave  Baird,  CPA,  Audit  Committee Member, has over 30 years experience in the
financial,  executive management, healthcare, real estate and accounting fields.
Mr.  Baird  is  currently  involved  as  a real estate developer and consultant,
specializing in senior housing and assistance development, other commercial real
estate  investments.  From  1995  to  1997, Mr. Baird held a number of executive
posts  for  a  variety  of  health  and  insurance subsidiaries of Anthem.  This
included  CFO  and  Vice President, Vice President of Healthplan Administration,
where  he grew revenue by over 60% and served as corporate planning manager.  In
addition,  he  served  for  five  years  as  Director  of Network Management for
Associated  Insurance  Companies,  another  Anthem  subsidiary,  where  he  was
responsible  for  strategy,  development  and  implementation  of  a  $1 billion
healthcare  plan.  A  former  CPA  for  over  10  years,  Mr. Baird received his
Bachelor  of  Science  in  Accounting  from  Indiana  University.

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.

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. Stock

                                       54
<PAGE>

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").

The  following  table  summarizes  all  compensation paid to our Chief Executive
Officer  (the "Named Executive Officer") and our President for services rendered
in  all capacities to the Company during each of the fiscal years ended December
31, 2001, 2000 and 1999. None of our executive officers received compensation in
excess  of  $100,000  during  any of the last three fiscal years and none of our
executive  officers  have  been  paid  a  salary in any of the last three fiscal
years.

<TABLE>
<CAPTION>
                                                       ANNUAL COMPENSATION
                                                                                  OTHER
                                            FISCAL                       ALL   (RESTRICTED
NAME AND PRINCIPAL POSITION                  YEAR    SALARY     BONUS   OTHER     STOCK)
<S>                                        <C>      <C>      <C>       <C>      <C>
Frank R. Maresca, Jr. . . . . . . . . . .                   (1)
 Chief Executive Officer                     2001   $     0  $      0  $ 5,617  $      0
 Vice President of Strategic Acquisitions    2000   $     0  $      0  $     0  $  5,000

Sue Perrault
 President                                   2001   $     0  $      0  $     0  $      0
                                             2000   $     0  $      0  $     0  $      0
                                             1999   $     0  $      0  $     0  $ 30,000
</TABLE>


Note  (1):  In  2001,  Mr.  Maresca accepted 5,617 shares of our common stock as
reimbursement  for  travel  expenses  incurred  on  behalf  of  us.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

(a)  Security  Ownership  of  Certain  Beneficial  Owners
The  following table sets forth as of March 28, 2002, certain information, 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>

                                     AMOUNT AND NATURE OF                    PERCENT OF
TITLE OF CLASS             NAME AND ADDRESS OF BENEFICIAL HOLDER      BENEFICIAL OWNERSHIP   CLASS
<S>                                        <C>                        <C>                   <C>
Common Stock. . . . . . . .  Sue Perrault, 2261 Blake, Loft 2G
                             Denver, CO  80205                             1,600,284 (1)     13.24%

Common Stock. . . . . . . .  D. Kirk LaPoure, 20296 Stagecoach Lane
                             Evergreen, CO  80439                            750,000 (1)      6.20%

Common Stock. . . . . . . .  Bentley House Furniture Company
                             502 MidlandMansion, Antonio Arnaiz Ave,
                             Makati City MM, Philippines                   1,000,000 (1)(2)   8.29%

Common Stock. . . . . . . .  SunnComm, Inc., 668 N. 44th Street, #248      2,000,000 (1)(3)  16.58%
                             Phoenix, Arizona  85008
---------------------------------------------------------------------------------------------------
       Total 5% Shareholders As A Group                                    5,350,284         44.26%
===================================================================================================
</TABLE>

                                       55
<PAGE>

Note  (1)  Direct  ownership.

Note (2)  According to Bentley House Furniture Company, no single investor holds
more  than  a  60%  interest  in Bentley House Furniture Company.  Therefore,
based on this information, no single investor in Bentley House Furniture Company
is  a  5%  beneficial  owner  of  our  common  stock.

Note  (3)  According to SunnComm, Inc., no single investor holds more than a 30%
interest  in  SunnComm,  Inc.  Therefore,  based  on this information, no single
investor  in  SunnComm,  Inc.  is  a  5%  beneficial owner of our common stock.

Note  (4)  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  (5)  All  shares  are  held  beneficially  and  of  record and each record
shareholder  has  sole  voting  and  investment  power.



(b)  Securities  Ownership  of  Management
<TABLE>
<CAPTION>



                             AMOUNT AND NATURE OF        TITLE OF        PERCENT
NAME AND ADDRESS (1)         BENEFICIAL OWNERSHIP          CLASS         OF CLASS
<S>                               <C>                           <C>            <C>
Sue Perrault        .             1,600,284         (1)  Common Stock      13.24%
D. Kirk LaPoure                     750,000          (1) Common Stock       6.20%
Frank R. Maresca, Jr                582,774       (1)(2) Common Stock       4.82%
Donald J. Marinari                  500,000          (3) Common Stock       4.10%
Gilbert Seranno                      48,542       (1)(4) Common Stock       0.40%
Helen Chen                          267,550          (1) Common Stock       2.21%
Lan Xie                             250,000          (1) Common Stock       2.07%
Stacie Perrault       .             100,000          (1) Common Stock       0.83%
Melvyn Bloomberg     .               20,000          (1) Common Stock       0.17%
William A. Grazier III    .          20,000          (1) Common Stock       0.17%
Eric Schmitz                          2,000          (1) Common Stock       0.02%
Jane Olmstead       .                 2,000          (1) Common Stock       0.02%
Dave Baird                            2,000          (1) Common Stock       0.02%
Officers &
Directors as a Group              4,145,150                                34.29%
=================================================================================
</TABLE>


Note  (1)  Direct  ownership.

Note  (2)  Indirect  or  beneficial  ownership.  Frank Maresca beneficially owns
329,333  shares  issued  to  ISPEX.com, Inc. , a company owned and controlled by
Frank  Maresca.

Note  (3)  Indirect  or  beneficial  ownership.  Don  Marinari beneficially owns
500,000 shares issued to Family Assets, Inc. , a company owned and controlled by
Dianne  Marinari,  Don  Marinari's  wife.

                                       56
<PAGE>

Note  (4)  Indirect  or beneficial ownership.  Gilbert Serrano beneficially owns
16,667  shares  issued to Netoy, Inc. , a company controlled by Gilbert Serrano,
and  beneficially  owns  16,875  shares issued to 2animate, Inc., a company also
controlled  by  Gilbert  Serrano.

Note  (5)  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 (6) No officer, director or security holder listed above owns any warrants,
options  or  rights.

Note  (7)  All  shares  are  held  beneficially  and  of  record and each record
shareholder  has  sole  voting  and  investment  power.

Note (8) 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  2000,  the  Company  issued  convertible notes payable in an approximate
principal  amount of $39,680 to BulletProof Business Plans, Inc.  As of December
31,2000,  $35,000  of the outstanding notes payable was converted into 1,025,000
shares  of  the  Company's  common  stock.  During 2001, we issued an additional
$25,320 of convertible notes payable to BulletProof Business Plans, Inc.  In the
third  quarter  of  2001,  BulletProof  forgave  all of the notes payable we had
outstanding,  along  with  all  accrued  interest.

In August, 2001, 329,333 shares of Dstage common stock were issued to ISPEX.com,
Inc.  as consideration for services to be rendered to the Company in the future.
Our  Chief  Executive Officer, Frank Maresca, Jr., is the President of ISPEX and
is  a  related  party.

In  September  2001, 500,000 shares of Dstage common stock were issued to Family
Asset,  Inc.  to  provide  professional  services  under  a  Concept  Affiliate
agreement.  Dianne Marinari is the majority owner of Family Assets, Inc.  Donald
J.  Marinari,  Chairman  of  our  Board  of  Directors,

During  the  second  quarter  ended  June  30,  2001, the Company entered into a
"Concept  Affiliate"  agreement  with  2animate.com  to  provide  professional
services.  The  Company  issued  16,875  shares  of  its common stock in lieu of
$101,250  cash  for  prepaid  professional  services.  Our  Vice  President  of
Corporate  Image  Development,  Gilbert  Serrano,  is  the  majority  owner  of
2Animate.com.

During  June  2001, the Company issued 16,667 shares of its common stock in lieu
of  $100,000  cash  to  acquire  a software license for e-commerce software from
Netoy, Inc.  Our Vice President of Corporate Image Development, Gilbert Serrano,
is  the  majority  shareholder  of  Netoy,  Inc.

                                       57
<PAGE>

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

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


            3.    Articles of Incorporation and Bylaws

          3.1     Articles of Incorporation of Dstage.com, Inc. (Incorporated by
                  reference from exhibit 2.1 to Form 10-KSB filed on April 17,
          3.2     By-Laws of Dstage.com, Inc. ((Incorporated by reference from
                  exhibit 2.2 to Form 10-KSB filed on April 17, 2001)

            4.    Instruments Defining the Rights of Security Holders
          4.1     See Exhibit 3.1 "Articles of Incorporation" (Incorporated by
                  reference from exhibit 2.1 to Form 10-KSB filed on April 17, 2

           5.     Voting Trust Agreement
         5.1      None

           6.     Material Contracts
         6.1      Office Lease Agreement (Incorporated by reference from the
                  like numbered exhibit to Form 10-KSB filed on April 17, 2001)
         6.2     SunnComm Technology License Agreement Dated November 5, 2001
                 (Incorporated by reference to Exhibit 1.1 to Form 8-K as filed
         6.3     SunnComm Technology License Agreement Dated December 31, 2001
                (Incorporated by reference to Exhibit 1.2 to Form 8-K as file


b.  Reports  filed during the last quarter covered by this report.  Dstage filed
no  reports  on  form  8-K  in  the  last  quarter  of  2001.

                                       58
<PAGE>

SIGNATURES

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

Dstage.com,  Inc.

Dated:  April  2,  2001

By:

/s/  Frank  R.  Maresca,  Jr.
Frank  R.  Maresca,  Jr.,  Chief  Executive  Officer,  Director

/s/Sue  Perrault
Sue  Perrault,  President,  Director,  Secretary  Treasurer

/s/Jane  Olmstead
Jane  Olmstead,  Director,  Interim  Chief  Financial  Officer,  Audit Committee
Member

/s/Eric  Schmitz
Eric  Schmitz,  Director,  Audit  Committee  Member

                                       59
<PAGE>