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, 2002

               [ ]     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.)

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<PAGE>

                                DSTAGE.COM, INC.
                            1000 ORTEGA WAY, SUITE C
                           PLACENTIA, CALIFORNIA 92870
               (Address of principal executive offices) (Zip Code)

                                 (909) 471-2898
               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, based on 16,271,601 outstanding shares less
5,831,968 shares held by affiliates and 2,400,000 treasury shares for a total of
  8,039,633 shares at a market price of $.015,  was  $120,594  as  of
                                March 31, 2003.

   On March 31, 2003, the Registrant had outstanding 16,271,601 shares of Common
                            Stock, $0.001 par value.

   The Registrant's revenues for the year ended December 31, 2002 were $4,960.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                   SEE ITEM 13

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                                TABLE OF CONTENTS
                            FORM 10-KSB ANNUAL REPORT
                       FISCAL YEAR ENDED DECEMBER 31, 2002

                                DSTAGE.COM, INC.

     ITEM                              PAGE

     PART  I

1.     Description  of  Business                                               4
2.     Description  of  Properties                                            29
3.     Legal  Proceedings                                                     30
4.     Submission  of  Matters  to  a  Vote of Security Holders               30

     PART  II

5.     Market  for  Common  Equity  and  Related Stockholder Matters          30
6.     Management's  Discussion  and  Analysis                                36
7.     Financial  Statements                                                  58
8.     Changes  in  and  Disagreements  with  Accountants  on  Accounting
        and  Financial  Disclosures                                           59

     PART  III

9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons     59
10.     Executive  Compensation                                               61
11.     Security Ownership of Certain Beneficial Owners and Management        63
12.     Certain  Relationships  and  Related  Transactions                    66
13.     Exhibits  and  Reports  on  Form  8-K                                 67
14.     Controls  and  Procedures                                             68

F-1     Financial Statements with Footnotes                                   69

     Signatures                                                               95

Exhibits

99.1     Certifications                                                       96
99.2     Certifications                                                       97
99.3     Certifications                                                       98
99.4     Certifications                                                      100

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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.

PART  1

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
development  stage  companies.  For  the  period October 12, 1999 (Inception) to
December  31, 2002, 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,  2002,  the  Company  has  had minimal revenues of $58,568 and has
expensed  operating  costs  in the amount of $5,934,681. The Company has nominal
cash  resources  and  has been largely dependent on the direct financial support
from  its  founding  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.

As  a  result of an investment banking contract entered into between the Company
and  the  Camelot  Group,  Inc.  during 2002, the Company will no longer receive
continuing cash investment from its founding stockholder. This loss of financial
support,  along  with  the  failure  of  the Camelot Group to provide funding as
called  for  in the investment banking agreement has had a detrimental effect on
the  Company. There can be no assurance that the Company will recover from these
events.

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<PAGE>

In  view of these matters, the Company has undergone a series of negotiations to
obtain  additional  equity  financing  to  enable  it  to  achieve its strategic
objectives.  The  Company  has reached an agreement with Eagle Consulting Group,
Inc.,  a  Nevada  corporation ("Eagle"), which it expects to finalize during the
second  quarter  of  2003, to provide equity financing. While Eagle has advanced
the  Company  a  limited  amount of funds in 2003, it appears unlikely that such
funding  will  be  enough to meet all of the Company's cash requirements in 2003
and  beyond.  As a result, the Company must find additional sources of financing
in  order  to  remain  a  going  concern  in  the  future.

The Company has earned revenue in 2001 and nominal revenue in 2002, and hopes to
increase  revenues  from  existing  and  proposed  contractual  relationships in
addition  to  obtaining  external  financing.  We  cannot  assure  you that such
revenues  and  or  financing  will  be  successfully  obtained.

In  March  2003,  the  Company reached an agreement with The Corporate Solution,
Inc.,  a  Nevada  based business consulting firm, resulting in Robert P. Atwell,
President  of  The  Corporate  Solution,  becoming President and Chief Executive
Officer  of  the Company and Albert Golusin becoming Chief Financial Officer. As
part  of  the  ongoing  restructuring  of  the Company's management team, former
President  Rounsevelle  Schaum  and  Jane  Olmstead will remain on the Company's
Board  of  Directors.  All  other  directors  and  committee members have either
resigned  or  their term has expired. The Company's new management team plans to
continue  to  develop  the Company's business model while refining its scope and
direction.

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.

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<PAGE>

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.

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 2002, we focused our efforts on four key areas. Key progress
in  each  of  these  areas  since  inception  is  follows:

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<PAGE>

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.
During  2001,  our  network  grew to 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,  we  pursued
transactions  and resource commitments for larger transacted dollar amounts with
a  larger number of our common shares required for each transaction. 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.

As  of  December  31,  2002,  our  network consisted of 20 concept affiliates, 7
concept  screeners,  3  officers,  2  of  which  also served as directors, and 3
independent  directors  that  served on our audit committee. The terms of all of
our  other  officers and committee members expired in November 2002. On December
31,  2002,  our senior management team consisted of Chairman Donald J. Marinari,
President  and Chief Financial Officer Rounsevelle W. Schaum and Chief Executive
Officer  Frank  Maresca.  Our  Board  of  Directors was comprised of five voting
members.  Rounsevelle  W. Schaum, Frank Maresca, Eric Schmitz, Jane Olmstead and
Dave  Baird  served  as  voting  directors,  with  Donald J, Marinari serving as
chairman  of  the  Board  in a non-voting capacity and Shirlee Gordon serving as
interim  Secretary Treasurer. Subsequent to December 31, 2002, Mr. Marinari, Mr.
Maresca,  Mr.  Schmitz  and Mr. Baird resigned. Mr. Schaum resigned as President
and Chief Financial Officer while remaining on the Board of Directors. Robert P.
Atwell  and  Albert  Golusin  were  appointed to the Board of Directors in March
2003,  with  Mr.  Atwell  becoming President and Chief Executive Officer and Mr.
Golusin  becoming  Chief  Financial  Officer  and  Secretary  Treasurer.

                                        7
<PAGE>

During  2002,  we  continued to pursue transactions and resource commitments for
larger  transacted  dollar  amounts  with  a  larger number of our common shares
required  for  each  transaction. 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. As of
December 31, 2002, none of these transactions have generated any revenue for us.
A  brief  summary  of  the  larger  transactions  we  closed during and prior to
December  31,  2002,  along  with  their  current  status,  follows:

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%.

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, we
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, we determined that the agreement with Quintek
Technologies  was  no  longer  viable  and  negotiations ceased. Thereafter, the
leasor,  Bentley  House Furniture Company, Inc., proposed reacquiring our rights
under  the  property  lease.

In  April  of  2002,  we  were informed that Bentley House Furniture Company had
pledged its Dstage shares to Weylock Trading Company, Inc., a Philippine Company
("Weylock"),  in  exchange  for  a  loan.  We were also informed at that time of
Weylock's interest in selling the shares back to us in exchange for our interest
in  the  property  lease.  In  May of 2002, we reached an agreement with Weylock
providing  for  a transfer of its interest in the property lease in exchange for
$500,000,  along with 900,000 shares of our common repurchased as consideration.
We  are  not  recording  any  gain  or  revenue  from  the  $500,000 because its
realization  is  not  assured.

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<PAGE>

As  of  December  31,  2002,  we had received no payments in accordance with the
Weylock  agreement.  In  the absence of adequate funding to pursue collection or
settlement,  it  is unlikely that we will realize any of the payments called for
under this agreement. Our new management team will be reviewing this transaction
and  the  final  disposition  thereof  during  fiscal  year  2003.

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.  The  licensed  technology,  which  was recorded at a value of
$36,000  in  2001,  was  fully  impaired  in  September of 2002 due to a lack of
funding.  The  outcome  of this transaction remains uncertain as of December 31,
2002.  Our  new management team will be reviewing this transaction and the final
disposition  thereof  during  fiscal  year  2003.

Copy  Protection  Technology  License

In  September  of 2001, through a client who had provided marketing and strategy
consulting services to SunnComm Technologies, Inc. ("SunnComm"), we became aware
of  a complementary technology we felt would expand SunnComm's market potential.
In  anticipation  of  marrying  the  two technologies, we began discussions with
SunnComm to license their initial Media Cloq  copy protection technology for use
in  new  media  player  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, which was based on a formula that discounted the 30 to 60 day moving
average  price  of  our  Common  Stock  prior  to  the  effective  date  of  the
transaction.  The  transaction  price  per share was $2.00 per share, discounted
from  the  moving  average  price of 2.67 per share. For accounting purposes, we
recorded  the  transaction  at  a  value  of $2,000, as the fair value of the
technology  at  the  time  of  the  transaction  had  yet  to  be  determined.

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<PAGE>

In  May of 2002, this agreement was amended, providing for the return of certain
rights  to  SunnComm  in  exchange  for  1,500,000  shares  of  our common stock
repurchased  as consideration. The outcome of this transaction remains uncertain
as  of  December  31,  2002.  Our  new  management  team  will be reviewing this
transaction  and  the  final  disposition  thereof  during  fiscal  year  2003.

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:  In  May  of  2002, we reached a definitive agreement with VedaLabs to
acquire  their  Media Player and Peer-to-Peer technology. Under the agreement we
issued  3,000,000  shares  of  our  common  stock along with a commitment to pay
$250,000  in  cash  within 6 months, pending transfer or sale of the technology.
When  transfer  or  sale of the technology did not occur, we became obligated to
pay  VedaLabs  in cash or stock. The number of shares was to be determined based
on  the  closing  price of our shares and we would be obligated to register such
with  the  SEC.

When  the  VedaLabs  Technology  was  recorded  on  our  books  and  records, we
anticipated  that  funds  from an investment banking contract would enable us to
execute  on  critical elements of our plan for sale of the technology, including
obtaining  a  third  party valuation of the technology, engaging certain parties
outside  of our network of affiliates for cash compensation and developing a new
model  to support marketing some of the technology as a children's media player.

The investment banking contract called for $150,000 to be provided within 3 to 6
weeks  of  the  agreement's  execution  date. However, the first funds from this
agreement  were  transferred  on September 5, 2002. The transfer on September 5,
2002 totaled only $5,000. As a result, we had to rely on loans from shareholders
to  cover  $10,000  of the $35,000 fee due to the third party valuation firm. We
did  not  receive  another  cash  transfer from the investment banking agreement
until  September  18,  2002.  This  transfer totaled only $2,500. As a result of
receiving  only $7,500 of the $150,000 called for in the agreement, more than 12
weeks  after  the latest date committed to, management determined in the quarter
ended  September  30,  2002 that the failure to receive the funds represented an
impairment  event.

As  part  of  the  investment  banking  contract,  certain  Dstage  shareholders
transferred  shares  to  the  investment  banking firm to cover their investment
banking  fee  and  as  consideration  for our anticipated funding. In the months
following  these  transfers,  quoted  prices  for  our  common  stock  on  the
over-the-counter  bulletin  board  (OTCBB)  reached  all-time  lows,  eventually
reaching  a  level  of $0.07 per share. This decrease represented a drop of more
than  $0.38 per share, or 84%, from the quoted closing price of our common stock
on  the  date  we  entered  into the agreement with the investment banking firm.
Since  inception,  we  have  substantially  relied on issuing stock to officers,
directors,  professional  service  providers  and  other parties in exchange for
services  and  technology. The substantial and rapid decrease in our stock price
following  execution  of  the  investment  banking  agreement  will make it very
difficult to find parties willing to accept restricted shares of common stock in
exchange  for  services  required  to  execute  on  its  plan  of  sale  for the
technology.

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<PAGE>

In  addition  to  potentially  eliminating our ability to execute on our plan of
sale  for  the VedaLabs technology, the outcome of which remains uncertain as of
December  31,  2002, failure to receive the funding called for by the investment
banking agreement has impacted our ability to execute on our plans to sell other
technology  acquired  or  licensed  by  us and our ability to obtain valuations.

We felt that in addition to helping marketing efforts for the technology, such a
valuation  would  provide  an  objective  means with which to conduct an ongoing
analysis  of impairments in current and future accounting periods. The inability
to  pay  for  such  an  analysis,  in the absence of the funds called for in the
investment banking agreement, leaves management without an economically feasible
means to compare the carrying value of its technology to fair value. In light of
these  facts  and  circumstances,  we  elected  to fully impair all licensed and
purchased  technology  as  of  September  30,  2002.

We  also  continued  our efforts to grow our operations globally in 2002. We had
previously  assembled  a  team to lay the groundwork for building our network in
Europe. This team had 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. Our efforts in Europe resulted in discussions and
negotiations with potential officers and Concept Affiliates in Europe throughout
2002.  None  of these discussions and negotiations has resulted in any contracts
for  Dstage  and  no  revenues  have  been  generated. The effectiveness of this
endeavor remains uncertain as of December 31, 2002. Our new management team will
be  reviewing these activities and the future of such activities, if any, during
fiscal  year  2003.

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,  known  as  the  Dstage Application. Throughout 2002, we
continued  to  investigate  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.

Our 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

The  final implementation of these applications remains uncertain as of December
31,  2002.  Our  new management team will be reviewing these applications during
fiscal  year  2003.

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<PAGE>

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

During 2002, 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  we  had  hoped would generate revenue for us. As of December 31,
2002,  our  total  revenues  were  $4,960.

In addition, we made progress in defining our intended use of the Private Equity
Site  we  licensed  from  NVST.com,  Inc. in 2000. We planned 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. The outcome of developing and utilizing the Private
Equity  Site  remains uncertain as of December 31, 2002. Our new management team
will  be  reviewing  the  Private  Equity  Site project during fiscal year 2003.

Concept  Affiliate  Eagle  Consulting  Group,  Inc.  participated in a number of
Dstage  projects  during  the  year, including preparation of draft registration
statements  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,  2002.

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.  The  status  of  SagaCorp as a concept affiliate remains
uncertain  as  of  December  31, 2002. Our new management team will be reviewing
their  status  as  a  Concept  Affiliate  during  fiscal  year  2003.

Concept  Affiliate  Trainingscape,  Inc.  ("Trainingscape")  had  completed
development  of three new online courses in 2001, featuring performances by Faye
Dunaway,  Robert  Wagner,  Rachel  Hunter and Corbin Benson. Under our agreement
with  Trainingscape,  executed  in  August  of  2000,  we  had  rights to market
Trainingscape's  courses  and to have similar courses developed on our behalf in
exchange for stock. During our 2001 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.

                                       12
<PAGE>

We still anticipate engaging the resources we acquired under this agreement, but
cannot  reliably  determine  when  such  resources  will  be used. The status of
Trainingscape  as a concept affiliate remains uncertain as of December 31, 2002.
Our  new  management  team will be reviewing their status as a Concept Affiliate
during  fiscal  year  2003.

We  began structuring a strategic alliance with Concept Affiliate US Consults in
late  2001.  US  Consults  provides  various benefits for its clients, including
obtaining  discretionary  government  incentives  as  well  as  utility  special
contracts  that  can  only  be  achieved  through  negotiation.  We executed the
strategic  alliance  agreement  with  US  Consults in January of 2002. Under the
strategic  alliance,  we  were  to  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 believed that successfully providing these services
would  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. As of December 31, 2002, this transaction has not
generated any revenues for us. The status of this agreement remains uncertain as
of  December  31, 2002. Our new management team will be reviewing this agreement
and  any  future  involvement  with  US  Consults  during  fiscal  year  2003.

We  also  structured  a  new  relationship  with  Concept  Affiliate BulletProof
Business  Plans, Inc. in late 2001. Under the agreement, 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. As of December 31, 2002, we had
not  generated  any  revenues  as a result of this agreement. Our new management
team  will  review  the  status  of  this  agreement  during  2003.

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:

-     Beta:  1.38

-     Price/Book:  8.41

                                       13
<PAGE>

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 4 to 6 months
of  data will be required before we can make any meaningful deductions as to its
ability  to  serve  as  an  indicator.  The  status  of the Dstage Index remains
uncertain as of December 31, 2002. Our new management team will be reviewing its
status  during  fiscal  year  2003.

4.     ACQUIRING  RESOURCE  COMMITMENTS  FROM  CONCEPT SCREENERS THAT WE BELIEVE
WILL  HELP DEVELOP THE INTEGRITY AND QUALITY OF OUR COMMUNITY AND NETWORK IN THE
FUTURE

In  late  2000,  we  began  recruiting  Concept  Screeners. As a result of these
efforts,  we  recruited  7  concept  screeners.  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.

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.

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

                                       14
<PAGE>

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  have  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.

                                       15
<PAGE>

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.

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.

                                       16
<PAGE>

If  yes votes prevail, the plan calls for a Concept Administrator to be assigned
to  compare  the  needs  of the proposed Concept Sponsor with the ability of our
professional  resources  to meet those needs and create a competitive advantage.
If  so,  we  plan  to  assess a Network Access Fee, payable in shares of the new
venture  or  a  combination  of cash and shares in the new venture. We intend to
price the Network Access Fee in a manner that will cover our costs for screening
and  administering  new  concepts.

During  the Concept Administrator's review, resources we hope to hold rights to,
generally  in  the form of professional services and licensed technology, should
be  tentatively  committed based on the Concept Sponsor's needs. In exchange for
these  resource  commitments,  we  plan  to  receive additional interests in the
Concept  Sponsor's  project.

In  addition,  the  plan calls for the Concept Administrator to assess potential
Concept Affiliates that might be willing and able to commit additional resources
in  exchange  for  direct  interests  in  the  new  venture.

Based  on  this planned assessment, the model calls for a "broadcast" to be sent
online  to  relevant affiliates, and at a higher level, to the network at large.
To  support  the  ongoing  progression of venture growth and formation, our plan
calls  for  development  of  a  collaborative application for use by our Concept
Sponsors  and  Concept  Affiliates.

As  resources  are committed alongside those Dstage plans to commit directly, we
believe  a  higher  quality  foundation  will be established, consisting of many
direct  inputs needed to move selected concepts to the next stage of development
and  increase  the  likelihood  of  successful  growth  thereafter.

NETWORK  UTILIZATION  AND  THE  CONCEPT  AFFILIATE  EXCHANGE

For  our  model  to be successful, we must acquire a large collection of Concept
Affiliates across a wide range of disciplines, technology and experience. Should
we  develop  such a network, we believe an opportunity for Concept Affiliates to
interact  in  two  ways  will  extend  beyond  our  focus  of  assisting venture
formations.

First,  we  believe  many  of  these  anticipated  Concept  Affiliates  may have
interests  beyond  our  general  intended  focus on Information Technology, Life
Sciences and Advanced Materials. As a result, they may still want to utilize the
experience,  solutions  and  connections  of other members within the network of
Concept  Affiliates our plan calls for which would trigger a Network Utilization
Fee.

Our  model  calls  for  pricing this fee at a small fraction of the value of any
merger  or  transaction  between  our Concept Affiliates. Second, we believe the
quality  of  Concept Affiliates we seek to engage, along with their interest and
ability  to serve development stage companies, will facilitate these independent
mergers  and transactions between Concept Affiliates. While this exchange is not
central to our mission, we believe such a feature stands to further generate the
loyalty  and  support that we hope to obtain from all of our Concept Affiliates.

                                       17
<PAGE>

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  will 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.

                                       18
<PAGE>

RESEARCH

We  also  plan  to  provide  research  and  advice on many of the technology and
development  markets that we hope to serve. As with our other offerings, we hope
to  gain  access  to this research through licenses acquired in exchange for our
common  stock.

Should  we  successfully  gain  access  to such research, we plan for our entire
value  chain  to benefit, including Concept Affiliates, Concept Sponsors and our
extended  online  community.  Our  plan  calls  for  senior executives at client
companies  to  utilize  this  research  to make informed business decisions in a
complex  and  rapidly  changing  Internet  and  technology  markets.

DISTRIBUTION  METHODS-SALES  AND  MARKETING

To  date,  we  have  attempted  to  build  interest  in  our approach to venture
formation  by  inviting  parties,  which  the  Company,  our  officers,  Concept
Affiliates,  vendors  and other members of our network believe can add value, to
join  our  network.  Our planned approach to venture development, along with the
risks  and  demands it places on Concept Affiliates and Concept Sponsors, is not
suited  for  every  technology  provider,  professional  services  provider  or
development  stage  Company.

Our  marketing  strategy  reflects  our  belief  that  the  mass of resources we
envision developing is of little utility without adequate controls over quality.
Going forward, we hope to incorporate this personalized approach to both network
development  and  business  development through the use of indirect, interactive
media,  which  can  be  used to complement personal descriptions of our business
model.

Our  primary  means  of  marketing  our  approach  to venture formation, and our
network,  is  planned  to be the efforts of our officers, our network of Concept
Affiliates as it grows and word of mouth as 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

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.

                                       19
<PAGE>

Incubation  Companies

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

Internet  Holding  Companies

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

Vertical  Market  Companies

Companies  in the vertical market segment typically operate in a specific market
such  as  auto  parts,  chemicals  or  livestock. Companies such as e-Chemicals,
AgProducer  Network  and  AUTOVIA  Corporation  provide  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.

                                       20
<PAGE>

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

Our  revenues  for  2002  were $4,960. As a result of these limited revenues, we
have  yet to develop any significant revenues and therefore we have not yet been
dependent  on  any  one  customer for the majority of our revenues. 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 2003 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
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".

                                       21
<PAGE>

During  2002  this  agreement  was  modified,  resulting  in  SunnComm returning
1,500,000  shares  to  our  treasury.  Our new management team will be reviewing
this  transaction  and  its  impact  on our business model and future operations
during  fiscal  year  2003.

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." The
licensed  technology  was  fully  impaired  in  September of 2002 due to lack of
funding  to  execute on the Company's plan of sale. Our new management team will
be  reviewing  this  transaction and its impact on our business model and future
operations  during  fiscal  year  2003.

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. Our new management team will be reviewing this
transaction  and  its  impact on our business model and future operations during
fiscal  year  2003.

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. Our new management team will be reviewing this
transaction  and  its  impact on our business model and future operations during
fiscal  year  2003.

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. Our new management team will be reviewing this
transaction  and  its  impact on our business model and future operations during
fiscal  year  2003.

                                       22
<PAGE>

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
submitted  a  statement  of  use  to  the  USPTO  for our trademark "DSTAGE" and
received  a  registration  certificate  in  July  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
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.

                                       23
<PAGE>

TAXES

Congress  enacted  a  three-year moratorium, which ended 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.

                                       24
<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.

                                       25
<PAGE>

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 this technology
as  a  research  and  development  charge  in 2001, since it was acquired from a
related  party.  During  2002, we had no further developments with this process.

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
As  of  December  31,  2002,  none  of our executive officers or other personnel
currently  received  cash  compensation  for  their  services.  As a result, the
company monitored 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  ended  December  31,  2002,  2 of our executive officers were
determined  to  have  performed over 525 hours of service within the quarter. At
such time, 1 of these executive officers was based in Denver, Colorado and 1 was
based  in  Massapequa,  New  York.  Nine  other personnel, including 5 executive
officers,  3 directors and 1 manager, contributed less than 525 hours of service
within  the  year.

COMPANY  RISKS

Compliance

Key  compliance  issues  include  securities, tax and trade laws across multiple
jurisdictions.  While differences in laws from country to country strengthen our
business  model to the extent that our strategy exploits these differences, they
also  demand  careful planning to insure that the attractiveness of our approach
can be consistently leveraged around the globe. As most of the Company's efforts
to  date  have involved US compliance issues, these items have been incorporated
in  much  of  the  firm's  design.

                                       26
<PAGE>

Accountability

Accountability  is  an  issue  in any enterprise. However, our structure is such
that related party transactions, potentially conflicting interests and competing
objectives  are  inherent in almost every action taken by us. Our business model
assumes  that  the  primary  means  of  overcoming these potential conflicts are
quality  and  differentiation:  quality  people, quality resources and a quality
network.

Valuation

One  of  the  largest  business  risks facing us is the issue of valuation. With
almost  every  transaction  being  completed for stock in Dstage.com, stock in a
private  venture  or  Concept  Affiliate,  interests in a licensed technology or
other asset for which market prices are highly subjective, generally unpublished
and  dependent  on  the vagaries of negotiation, valuation is critical to almost
every  firm  activity.

We  Have  No  Revenues  and  We  Currently  Operate  at  a  Loss.

We  have  generated minimal revenues to date and we are operating at a loss.  We
will  need to raise capital through the placement of our securities or from debt
or  other  type of equity financing.  If we are not able to raise such financing
or obtain alternative sources of funding, management will be required to curtail
operations.  There  is  no assurance that we will be able to continue to operate
if  l  sales of our securities cannot be generated or other sources of financing
located.

We  Will  Need  Additional  Financing.

Future  events,  including  the  problems,  delays,  expenses  and  difficulties
frequently  encountered  by  startup  companies  may lead to cost increases that
could  make  any  initial  source  of  funds  insufficient  to fund our proposed
operations.  We  will  seek additional sources of capital, including an offering
of  our equity securities, an offering of debt securities or obtaining financing
through a bank or other entity. We have not established a limit as to the amount
of  debt  we  may  incur  nor  have  we  adopted  a  ratio of our equity to debt
allowance.  There  is  no  assurance  that financing will be available, from any
source,  or  that  it  will  be available on terms acceptable to us, or that any
future  offering  of  securities  will  be  successful.  We could suffer adverse
consequences  if  we  are  unable  to  obtain  additional  capital  when needed.

Our  Intellectual  Property  May  become  Obsolete.

Patent  review is usually a lengthy, tedious and expensive process that may take
months  or,  perhaps,  several  years  to  complete.  With  the  current rate of
technology  development  and  its  proliferation  throughout  the  world,  those
inventions  may  become commercially obsolete during or after the patent review.
There is no assurance that our intellectual property, acquired or developed, may
not  become  obsolete  and  remain  commercially  viable.

                                       27
<PAGE>

We  May  Fail  to  Generate  Sufficient  Interest  in  Acquired  Technologies.

We must undertake substantial effort to educate the buying public, consumers and
businesses,  in  the  U.S.  and  worldwide,  as  to  our  products, services and
technologies.  There  is  no assurance that we will be able to generate interest
in  and  to  create and maintain steady demand for our products and technologies
over  time.

Reliance  on  Future  Acquisitions  Strategy.

We  plan  to rely on acquisitions as a primary component of our growth strategy.
We  plan  to  regularly  engage  in  evaluations of potential target candidates,
including  evaluations  relating  to  acquisitions  that may be material in size
and/or  scope.  There  is  no  assurance we will continue to be able to identify
potentially successful companies that provide suitable acquisition opportunities
or that we will be able to acquire any such companies on favorable terms.  Also,
acquisitions  involve  a  number  of  special  risks  including the diversion of
management's  attention,  assimilation  of  the  personnel and operations of the
acquired  companies,  and possible loss of key employees.  There is no assurance
that  the  acquired  companies  will  be able to successfully integrate into our
existing  infrastructure  or  to operate profitably.  There is also no assurance
given  as to our ability to obtain adequate funding to complete any contemplated
acquisition  or that any such acquisition will succeed in enhancing our business
and  will  not ultimately have an adverse effect on our business and operations.

Loss  of  Our  New  Directors  May  Adversely  Affect  Growth  Objectives.

Our  success  in achieving its growth objectives depends upon the efforts of our
new directors.  Their experience and industry-wide contacts should significantly
benefit  us.  The  loss  of  the services of any of these individuals may have a
material  adverse  effect  on  our  business, financial condition and results of
operations.  There  is  no assurance we will be able to maintain and achieve our
growth  objectives  should  we  lose  any or all of these individuals' services.

Issuance  of  Future  Shares  May  Dilute  Investors  Share  Value

Our Certificate of Incorporation authorizes the issuance of 50,000,000 shares of
common  stock.  The  future  issuance of all or part of the remaining authorized
common  or  preferred stock may result in substantial dilution in the percentage
of  the  Company's  common  stock  held  by  the its then existing shareholders.
Moreover,  any  common  stock issued in the future may be valued on an arbitrary
basis  by  us. The issuance of our shares for future services or acquisitions or
other  corporate actions may have the effect of diluting the value of the shares
held  by  investors,  and might have an adverse effect on any trading market for
our  common  stock.

                                       28
<PAGE>

Penny  Stock  Regulation

Our  common  stock  is  deemed  to be a penny stock.  Penny stocks generally are
equity  securities  with  a  price  of  less  than  $5.00  per  share other than
securities  registered on certain national securities exchanges or quoted on the
NASDAQ  Stock  Market,  provided  that current price and volume information with
respect  to  transactions  in  such  securities  is  provided by the exchange or
system.

Our  securities  may  be subject to "penny stock   rules" that impose additional
sales  practice  requirements  on  broker-dealers  who  sell  such securities to
persons  other  than  established  customers and accredited investors (generally
those  with  assets in excess of $1,000,000 or annual income exceeding  $200,000
or  $300,000  together  with  their  spouse).  For transactions covered by these
rules,  the  broker-dealer must make a special suitability determination for the
purchase of such securities and have received the purchaser's written consent to
the  transaction  prior  to  the  purchase.  Additionally,  for  any transaction
involving  a  penny  stock,  unless  exempt, the "penny stock rules" require the
delivery,  prior  to the transaction, of a disclosure schedule prescribed by the
Commission  relating  to  the  penny  stock  market.

The  broker-dealer  also  must  disclose  the  commissions  payable  to both the
broker-dealer  and  the registered representative and current quotations for the
securities.  Finally,  monthly  statements  must be sent disclosing recent price
information  on  the  limited  market  in  penny  stocks.

Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to sell our securities. The foregoing required penny stock restrictions will not
apply  to  our securities if such securities maintain a market price of $5.00 or
greater. Considering our stock currently has a bid price of 1.2 cents, there can
be  no  assurance  that  the price of our securities will ever reach or maintain
such  a  level.

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 are located at 1000 Ortega Way, Suite C, Placentia,
California  92870.  We  plan  to  move our corporate headquarters to San Marcos,
California  during  the  third  quarter  of 2003. Our original 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  2002.

                                       29
<PAGE>

In  November 2002, the corporate headquarters were relocated to Rhode Island. In
March  2003,  we  decided  to  relocate  our headquarters to Southern California
following our recent change in management. Our new phone number is 909-471-2898.

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. We received inquiries and
letter  of  comments  from  the  Securities  and Exchange Commission during 2002
relating  to  accounting  issues and other activities not directly involving our
company.  No  adverse  outcome  resulted  from  those  communications  nor was a
restatement  of  any  prior  accounting  periods  required  by  the  Commission

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,  2002.

PART  2

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Market  Information

Although  the  Company's common stock is quoted on the Over-the-Counter Bulletin
Board  (OTCBB) under the symbol "DSTG" of the National Association of Securities
Dealers,  Inc.  (the  "NASD"), there is currently no established market for such
shares;  and there can be no assurance that any such market will ever develop or
be  maintained.  Any  market  price for shares of common stock of the Company is
likely  to  be  very  volatile,  and  numerous factors beyond the control of the
Company  may have a significant effect. In addition, the overt the counter stock
markets  generally  have  experienced, and continue to experience, extreme price
and  volume  fluctuations  that  have  often  been  unrelated  to  the operating
performance  of  companies  listed  on  such  exchanges.  These  broad  market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely  affect  the  market price of the Company's common stock in any market
that  may develop. Sales of "restricted securities" under Rule 144 may also have
an  adverse  effect  on  any market that may develop.  See the caption "Sales of
Unregistered  Securities"

Stock  Performance

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.

                                       30
<PAGE>

Year  Ended              Bid      Bid     Ask      Ask     Close    Price
December  31, 2002       High     Low     High     Low     High     Low

First  Quarter           1.30     0.36     1.30     0.55     1.30     0.36

Second  Quarter          0.55     0.25     0.88     0.25     0.55     0.25

Third  Quarter           1.03     0.13     1.10     0.15     1.06     0.15

Fourth  Quarter          0.17     0.02     0.17     0.02     0.17     0.02

On  March  31,  2003,  there  were  103  holders  of record of our Common Stock.
However,  we  estimate there are 2,287 beneficial owners of our Common Stock. As
of March 31, 2003 a bid share of our Common Stock was $0.015 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  31,  2003,
there  were  16,271,601  shares  of  Common  Stock  outstanding,  including
2,400,000  shares  held  in  the  treasury.

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,  in  reliance on exemptions available under Regulation D or in reliance
on  Rule  701  promulgated  under  the  Securities  Act.

Date     Person(s)  Receiving  Shares     Number  of  Shares     Description
----     ----------------------------     ------------------     -----------

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.

                                       31
<PAGE>

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.

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

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

6/17/00     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.

                                       32
<PAGE>

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     Various  Executive  Officers           89,000     Issued as deferred
compensation  to  executive  officers, 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.
Shares issued are exempt and are 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.

                                       33
<PAGE>

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.

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.

                                       34
<PAGE>

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.

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 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.

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.

                                       35
<PAGE>

1/14/2002     Jane  Olmstead                      50,000     Issued as
consideration for services to  be considered to be restricted  pursuant  to Rule
144 under the Securities Act of  1933  as  amended.

2/4/02     Peter Geoly                            32,500     Issued as
consideration for services to be considered  to  be  restricted pursuant to Rule
144 under the Securities Act of 1933  as  amended.

5/12/02     VedaLabs,  Inc.                    3,000,000     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.

7/15/2002     Jane  Olmstead                      25,000     Issued as
consideration for services to be considered to be restricted  pursuant  to  Rule
144 under the Securities Act of  1933  as  amended.

11/4/2002     Rounsevelle  W. Schaum             500,000     Issued as
consideration for services  to be rendered to the Comp 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.

12/13/2002     Shirlee  Gordon                   250,000     Issued  as
consideration  for services  to be rendered to the Comp 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.

12/13/2002     Tiffany  Gordon                    50,000     Issued  as
consideration  for services  to be rendered to the Comp 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.

12/13/2002     Rounsevelle W. Schaum             300,000     Issued as
consideration for office  rent  and  phones  in  Rhode  Island.  Shares  issued
are exempt and are considered  to  be  restricted  pursuant to Rule 144 under
the Securities Act of 1933,  as  amended.

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.

                                       36
<PAGE>

CRITICAL  ACCOUNTING  POLICIES

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.

We have identified the policies below as critical to our business operations and
the  understanding  of  our results of operations. The impact and any associated
risks  related  to  these  policies  on  our  business  operations  is discussed
throughout  Management's  Discussion  and  Analysis  of  Financial Condition and
Results  of  Operations  where  such  policies  affect our reported and expected
financial  results.

In  the  ordinary  course  of  business,  we have made a number of estimates and
assumptions  relating  to  the  reporting of results of operations and financial
condition  in  the  preparation  of  our financial statements in conformity with
accounting principles generally accepted in the United States of America. Actual
results  could  differ  significantly  from  those  estimates  under  different
assumptions  and  conditions. We believe that the following discussion addresses
our  most  critical accounting policies, which are those that are most important
to  the  portrayal  of  our  financial  condition  and results of operations and
require our most difficult, subjective, and complex judgments, often as a result
of  the  need  to make estimates about the effect of matters that are inherently
uncertain.

Acquired  Technology  and  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  December  31, 2002.  However, as the Company's
business  model  is  heavily  dependent  on  acquiring  intangible  assets, this
pronouncement  is  expected to have a material impact on the Company's financial
condition  and  results  of  operations  in  future  periods, should the Company
survive  as  an  ongoing  concern.

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.

                                       37
<PAGE>

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.

As  of  December  31,  2002,  all  deferred  compensation  had  been  expensed.

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 has relied on BulletProof
Business  Plans  to  provide  cash infusions when necessary through September of
2002.  However,  as a result of the Camelot Investment banking agreement, Dstage
will  no  longer  be  able to rely on BulletProof as a meaningful source of cash
infusions  in  the  future.

In  view of these matters, the Company has undergone a series of negotiations to
obtain  additional  equity  financing  to  enable  it  to  achieve its strategic
objectives.   The  Company has reached an agreement with Eagle Consulting Group,
Inc.,  a  Nevada  corporation ("Eagle"), which it expects to finalize during the
second  quarter  of  2003, to provide equity financing. While Eagle has advanced
the  Company  a  limited  amount of funds in 2003, it appears unlikely that such
funding  will  be  enough to meet all of the Company's cash requirements in 2003
and  beyond.  As a result, the Company must find additional sources of financing
in  order  to  remain a going concern in the future. 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.

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.

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<PAGE>

OVERVIEW

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, 2002, 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, 2002, the Company has had minimal revenues of
$58,568  and  has  expensed  operating  costs  in  the amount of $5,934,681. The
Company  has nominal cash resources and has been largely dependent on the direct
financial  support  from  its  founding  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.  As a result of an investment banking contract entered into between the
Company  and  the  Camelot  Group, the Company will no longer receive continuing
cash  investment  from its founding stockholder. This loss of financial support,
along  with the failure of the Camelot Group to provide funding as called for in
the  investment  banking  agreement has had a detrimental effect on the Company.
There  can  be  no  assurance  that  the Company will recover from these events.

The  Company  earned  nominal  revenues  in  2002.  To survive, the Company must
obtain  external  financing. There can be no assurance that such revenues and or
financing  will  be  successfully  obtained.

OPERATING  PHILOSOPHY

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.

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

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<PAGE>

benefits to entrepreneurs, technology providers, professional service providers,
early stage investors, and later stage investors in many countries to the degree
that  the  model  effectively  reduces  barriers  to developing new ventures and
launching  new  products.  We  hope that by pursuing this model, Dstage.com will
become  the  leading  source  for expert support, creation, and restructuring of
development  stage  companies  across  the  globe.

We  generated  minimal  revenues of $4,960 for the year ended December 31, 2002.
These  revenues  were  the  result  of our current consulting agreements with US
Consults,  U.S.  Telemetry  and others. The percentage decrease in revenue, from
$53,500  for  the  year  ended December 31, 2001 compared to $4,960 for the year
ended  December  31,  2002,  is  substantial.  This  is  largely due to a single
consulting  engagement  in  the  second quarter 2001. The total dollar amount of
revenue  in  both  periods  is  comparably  low.

During  2002  we  also continued to provide services in connection with projects
under  the  US  Consults  Strategic  alliance executed in January of 2002. These
services  are  provided  on a contingency basis, meaning that no revenue or cash
will  be  realized until certain predetermined outcomes have materialized for US
Consults  clients.  If  such  outcomes do materialize, we anticipate substantial
lags  between  the contingent events occurring and our receipt of cash payments.
Accordingly, there can be no assurances that these services will produce revenue
for  us.

The  business  model we are pursuing anticipates 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 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 increased 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 may require us to record
services  issued  in  exchange  for  stock in early stage companies at a nominal
value,  or  no  value  at  all,  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  2003,  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 paid for
in  cash  and  services  settled  in  the client's stock is our ability to cover
operating  expenses  we  are  required  to  settle  in  cash.

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<PAGE>

Our  primary  business  focus  has  not  been  on  generating immediate revenue.
Instead, our focus has been 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  play can plan 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. Our new management
team  will  be  exploring new opportunities that could result in generating cash
revenues  during  2003.

Further  described  below are our critical accounting policies as they relate to
our  results  of  operations  and  financial condition in the preparation of our
financial  statements.

PREPAID  SERVICES

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 that 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

Since  inception,  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  2002  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.

Since  the  second  quarter  of  2001, all transactions entered into under these
arrangements  were recorded using the bid price of the Company's common stock on
the date of issuance as reported by the Over The Counter Bulletin Board (OTCBB).

During  2002,  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 2002 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,

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<PAGE>

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, $65,000 was expensed in 2001 for services
rendered  to  the  Company  and  $100,000 was expensed in 2001 as an impairment.

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  total value of prepaid services recorded under these arrangements
in  2001  was $306,517. The total balance of prepaid services as of December 31,
2001,  $306,517,  was  expensed  in  2002.

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.

INVESTMENT  IN  OTHER  COMPANIES

In  September  of 2002, the Company exchanged 152 hours of professional services
priced  at  $500  per  hour  for  7,600  shares  of  U.S. Telemetry's ("U.S.T.")
outstanding  common  shares  valued  at  $10  per  share, the same price used on
U.S.T.'s  most  recent  round  of  financing.  As  U.S.  Telemetry  was  in  the
development  stage,  the  Company recorded the investment in U.S. Telemetry at a
nominal  value  of  $706.

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.  This amount was written off in the fourth quarter of
2002,  due  to  uncertainties  regarding the Company's ability to continue as an
ongoing  concern in the wake of failure to receive working capital in accordance
with  the  Camelot  Group  investment  banking  agreement.

                                       42
<PAGE>

LICENSED  TECHNOLOGY

SUNNCOMM

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 nominal
value  of  $2,000,  since  the  ownership  percentage  by  SunnComm  following
consummation  of  the transaction made SunnComm a related party. In May of 2002,
this  agreement  was  amended,  providing  for  the  return of certain rights to
SunnComm  in  exchange  for  1,500,000 shares of our common stock repurchased as
consideration.

DATASTAND

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 in 2001, and fully impaired in September of 2002 due to lack of
funding  to  execute  on  the  Company's  plan  of  sale.

VEDALABS

In  May  of  2002,  the  Company reached a definitive agreement with VedaLabs to
acquire  their Media Player and Peer-to-Peer technology. Under the agreement the
Company  issued  3,000,000 shares of its common stock along with a commitment to
pay  $250,000  in  cash  within  6  months,  pending  transfer  or  sale  of the
technology.  When  transfer or sale of the technology did not occur, the Company
became obligated to pay VedaLabs in cash or stock. The number of shares is to be
determined based on the closing price of the Company's shares and the Company is
obligated to register such with the SEC. The Company's negotiated price for this
transaction  was  $2.00 per share; however, the licensed technology was recorded
at  $0.30  per  share,  the  bid  price  for  shares  issued  on the date of the
transaction. In accordance with SFAS 142, "Goodwill and Other Intangible Assets"
and  SFAS  144,  the  Company engaged an independent valuation firm to assist in
valuing  the  VedaLabs  technology.

                                       43
<PAGE>

The  Company  intended  to  rely  on  this  valuation  as  an objective means of
comparing  book  value  to fair value and, if necessary, recording an impairment
expense  equal to the difference between book value and fair value. As stated in
the  Company's  quarterly report for the period ending June 30, 2002, the impact
or amount of any such impairment, if any was to be required, was unknown at that
time.

When  the  VedaLabs  Technology was recorded on the Company's books and records,
the  Company  anticipated  that  funds from the Camelot Group investment banking
contract  would  enable  the Company to execute on critical elements of its plan
for  sale,  including  obtaining  a  third  party  valuation  of the technology,
engaging  certain  parties  outside  of  its  network  of  affiliates  for  cash
compensation  and  developing  a  new  model  to  support  marketing some of the
technology  as  a  children's  media  player.

The investment banking contract called for $150,000 to be provided within 3 to 6
weeks  of  the  agreement's  execution  date. However, the first funds from this
agreement  were  transferred  on September 5, 2002. The transfer on September 5,
2002  totaled  only  $5,000.  As a result, the Company had to rely on loans from
shareholders  to  cover  $10,000  of  the  $35,000  fee  due  to the third party
valuation  firm.

The  Company  did  not receive another cash transfer from the investment banking
agreement  until  September  18,  2002.  This transfer totaled only $2,500. As a
result  of  receiving  only  $7,500 of the $150,000 called for in the agreement,
more  than 12 weeks after the latest date committed to, management determined in
the  quarter  ended  September  30,  2002  that the failure to receive the funds
represented  an  impairment  event.

As  part  of  the  investment  banking  contract with the Camelot Group, certain
Dstage  shareholders  transferred  shares  to  the  Camelot Group to cover their
investment  banking  fee  and as consideration for funding to be provided to the
Company.  In  the  months  following  these  transfers,  quoted  prices  for the
Company's  common  stock  on the over-the-counter bulletin board (OTCBB) reached
all-time  lows,  eventually  reaching  a level of $0.07 per share. This decrease
represented a drop of more than $0.38 per share, or 84%, from the quoted closing
price  of  the  Company's  common stock on the date the Company entered into the
agreement with Camelot. Since inception, the Company has substantially relied on
issuing  stock  to officers, directors, professional service providers and other
parties  in  exchange  for  services  and  technology. The substantial and rapid
decrease  in  the  Company's  stock  price following execution of the investment
banking  agreement will make it very difficult to find parties willing to accept
restricted  shares  of common stock in exchange for services required to execute
on  its  plan  of  sale  for  the  technology.

In  addition  to potentially eliminating the Company's ability to execute on its
plan  of sale for the VedaLabs technology, failure to receive the funding called
for  by  the  investment banking agreement has impacted the Company's ability to
execute  on  its  plans  to  sell  other  technology acquired or licensed by the
Company.  Similarly,  although  FAS144,  FAS  142  and  related  accounting
pronouncements  do  not  require a third party valuation expert to be engaged to
assist  in  determining fair values, management felt that in addition to helping
marketing  efforts  for  the  technology,  such  a  valuation  would  provide an
objective  means  with  which  to  conduct an ongoing analysis of impairments in
current  and  future  accounting  periods.  The  inability  to  pay  for such an
analysis,  in  the  absence  of  the  funds called for in the investment banking

                                       44
<PAGE>

agreement,  leaves  management without an economically feasible means to compare
the  carrying value of its technology to fair value. In light of these facts and
circumstances,  the  Company  elected to fully impair all licensed and purchased
technology  as  of  September  30,  2002.

TRANSACTIONS  WITH  STOCKHOLDERS

In  2001,  the  Company's  founding  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  $33,470 to BulletProof under these obligations, leaving a balance of $5,863,
which  was  paid  in January of 2002. For the 12 months ended December 31, 2002,
the Company secured a total of $43,356 in new borrowings under this arrangement.
Of  these  new  borrowings, the Company has repaid a total $5,000 as of December
31,  2002.

In  the  fourth  quarter  ended  December  31, 2001, the Company entered into an
agreement with its largest shareholder, BulletProof Business Plans 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.  As  of December 31, 2002, this amount
requires  settlement  in  cash,  but  does  not  bear  interest.

During  the  12  months ended December 31, 2002, the Company's former CEO, Frank
Maresca, paid Company liabilities totaling $10,410.  This amount is reflected as
due  to  shareholders for the period ended December 31, 2002. As of December 31,
2002,  this  amount  requires  settlement  in  cash,  but does not bear interest

In  July  of 2002, the Company entered into an investment banking agreement with
The  Camelot  Group.  Under  the  agreement, Camelot was to receive a payment of
$200,000  in  the  form  of  400,000  shares  of Dstage common stock from Dstage
shareholders.  The  Company  has  recorded  a  liability  of  $200,000  due  to
shareholder  as  a result of this agreement.  During the quarter ended September
2002, the Company's CEO paid Company liabilities totaling $5,311. This amount is
reflected  as  due  to shareholders for the period ended September 30, 2002.  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.

                                       45
<PAGE>

Since  inception,  the  Company  has  entered  into  a series of promissory note
agreements  with  BulletProof  Business  Plans  ("BulletProof"),  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, 2002 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 $0.02 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.

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.

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<PAGE>

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  was  a  related  party.  See Note 12, "Related Party Transactions."

In  2002,  the Company issued a total of 4,207,500 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. The Company received no cash for
any  of  the  shares  it  issued  in  2002.

In  May  of  2002,  the  Company  entered into an agreement with Weylock Trading
Company,  Inc.  providing  for  a  transfer  of  our interest in the Philippines
property lease in exchange for $500,000, along with 900,000 shares of our common
repurchased as consideration. These shares were recorded as treasury stock using
the  par  value  method.

In  May  of  2002,  amended  its  technology  license  agreement  with SunnComm,
providing for the return of certain rights to SunnComm in exchange for 1,500,000
shares  of  our  common  stock  repurchased  as consideration. These shares were
recorded  as  treasury  stock  using  the  par  value  method.

In the quarter ended March 31, 2002, the Company issued a total of 82,500 shares
of  its common stock. Jane Olmstead was 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. A new
Concept  Affiliate,  an  individual providing marketing services to the Company,
was  issued 32,500 shares of our common stock in lieu of cash for services to be
rendered  to the Company. Equity or capital transactions transacted for non-cash
consideration  are  complex and require substantial estimates by management. The
Company  received  no  cash  for  any  of  the  shares  it  issued  in  2002.

In July of 2002, Jane Olmstead extended her term as interim CFO. In exchange for
her  services  as  CFO, the Company issued 25,000 shares of common stock to Jane
Olmstead  on  July  15,  2002.

On  November  4, 2002 the Board of Directors approved the issuance of 500,000 to
Rounsevelle  W.  Schaum  in exchange for serving as President and Director for a
term  of  2  years  beginning  September  23,  2002.

On  December 13, 2002 The Board of Directors approved the issuance of 250,000 to
Shirlee  Gordon  in  exchange for serving as Secretary/Treasurer for a term of 1
year  beginning  December  13,  2002.  Shirlee Gordon is the wife of Rounsevelle
Schaum.

On  December  13, 2002 the Board of Directors approved the issuance of 50,000 to
Tiffany  Gordon  in  exchange  for  serving  as  controller for a term of 1 year
beginning  December  13, 2002. Tiffany Gordon is the daughter of Shirlee Gordon.

On  December  13,  2002  the  Board  of Directors approved the relocation of our
corporate  offices  to  294  Valley  Road  Middletown  RI, 02842. The board also
approved  the issuance of 300,000 shares to Rounsevelle W. Schaum for prepayment
for  (1)

                                       47
<PAGE>

year  of  office  space and services to be rendered to the company. These shares
were valued at $.05 per share the bid price of the stock, and have been recorded
as  deferred  compensation  expense  to  be  recognized  over  the  term  of the
agreement.  As  of  December  31,  2002,  $15,000  had been recognized under the
agreement.

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.

The  Company  issued  a total of 1,207,500 shares of its common stock in 2002 as
deferred  compensation.  The aggregate value of these shares was $151,575, which
was  all  amortized  as  expense  at  December  31,  2002

RESULTS  OF  OPERATIONS

FISCAL  2002  COMPARED  TO  FISCAL  2001

REVENUE

             CUMULATIVE  DURING
             DEVELOPMENT          YEAR  ENDED  DECEMBER  31,
             STAGE                2002          2001                 %  CHANGE

Net  revenues      $58,568        $4,960        $53,500                 (91%)

The  decrease  in  2002 revenue compared to 2001 was entirely due to the lack of
professional  services  being  billed. However, it should be noted that a single
client  accounted  for  100% of 2001 revenue and 100% of the increase in revenue
from  2000  to  2001.  As  we  are  still in the development stage, although the
percentage  decrease in revenue from 2001 to 2002 is substantial quantitatively,
the  total  dollar  amount  of  revenue  earned  in  2002  is  not.

There  are  important  differences  in  the  consideration received for services
rendered in 2001 versus services rendered in 2002. In 2002, 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 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

                                       48
<PAGE>

and  technology  we  render to privately held, early stage clients will directly
impact our future results. In 2003, 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                 2002          2001           %  CHANGE

Cost  of  Services     $  95,700       $  42,200      $  13,500          213%

Our  cost  of services are comprised principally of consulting services provided
by  contract  individuals  to  our  customers. We provided minimal services that
generated  revenue in the nine months ended September 30, 2002, and had costs of
services  totaling  $42,200.  To  the  degree that we generate revenue in future
periods,  consulting services provided by Concept Affiliates and officers during
such  periods  will  be  matched  to  revenue  associated with such services and
recorded  as  costs  of services. 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.

SALES  AND  MARKETING

                   CUMULATIVE  DURING
                   DEVELOPMENT           YEAR  ENDED  DECEMBER  31,
                   STAGE                 2002          2001           %  CHANGE
--------------------------------------------------------------------------------
Sales and Marketing     $  53,959        $  14,398     $  35,407          (59%)


Since  inception,  sales  and  marketing expenses have consisted of advertising,
promotional  materials  and public relations expenses. The decrease in sales and
marketing  expenses  from  2001 to 2002 is explained primarily by a reduction in

                                       49
<PAGE>

press  releases over wire services, subscriptions to marketing data services and
certain expenses relating to meetings held during fiscal year 2002. Of our total
sales  and  marketing  expenses incurred in 2002, 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. Although the percentage
increase  (decrease)  in  sales and marketing expenses, from year ended December
31,  2001  compared  to  the  year  ended  December  31,  2002, is a substantial
percentage,  the  total  dollar  amount  of  sales  and  marketing  expenses  is
comparably  low in both periods. However, there is a material difference between
the  payment terms of sales and marketing expenses of both periods. Of our total
sales and marketing expenses incurred in the year ended December 31, 2002, 100%,
or  $14,398, required payment in cash. Of our total sales and marketing expenses
incurred  in  the  year  ended December 31, 2001, 50%, or $17,500, was initially
prepaid  for  using our common stock, requiring no payment in cash.  In 2003, 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 2002 were directed primarily at developing our corporate
image  and  communicating  key  events,  we plan to promote certain professional
services  we  offer  in  2003,  in  addition to expanding the scope of our image
development  efforts.  While  some  of  our  anticipated  sales  and  marketing
requirements  can  be satisfied using prepaid services we contracted in exchange
for  common  stock,  many  will  require  payment  in  cash.

RESEARCH  AND  DEVELOPMENT

                         CUMULATIVE  DURING
                         DEVELOPMENT          YEAR  ENDED  DECEMBER  31,
                         STAGE                2002          2001     %  CHANGE

Research and Development     $ 252,550       $  929      $ 132,997      (99%)

Since  inception,  research and development expenses have consisted primarily of
costs  related  to the acquisition, testing, design, development and enhancement
of  certain  technologies  we  hold  rights to and which we intend to use in the
future  to  meet our internal needs or the needs of ventures we may invest these
technologies  with.  The  change  in research and development expenses, from the
year  ended  December  31, 2001 compared to the year ended December 31, 2002, is
largely  explained  by  two  items.  In  the  first  quarter of 2001 we expended
resources  in  connection  with an electronic government publishing operation in
London England. In the second quarter of 2001, we expensed $19,167 in connection
with  an  exclusive  license to an e-commerce system acquired for stock. In both
the  first  quarter  of 2002 and the first quarter of 2001, 100% of our research
and development expenses required settlement in cash. For the three months ended
September  30,  2001,  approximately 1% of our research and development expenses
required  payment  in  cash,  compared  to  100% of our research and development
expenses in the three months ended September 30, 2002 requiring payment in cash.
Since  inception,  the majority, $226,167 or 90% of our research and development
expenses  since  inception  has related to rights to technologies we acquired in
exchange  for  our common stock. In future quarters, we anticipate entering into
similar agreements that may cause our research and development costs to increase
substantially.

                                       50
<PAGE>

GENERAL  AND  ADMINISTRATIVE

                   CUMULATIVE  DURING
                   DEVELOPMENT             YEAR ENDED DECEMBER 31,
                   STAGE                    2002           2001      %  CHANGE

General and         $2,419,266            $1,741,728      $528,633       229%
Administrative

General  and administrative expenses consist primarily of professional services,
insurance,  telephone,  occupancy,  travel  and compliance related expenses. The
large  increase  in  general  and  administrative  expenses  for  the year ended
December  31,  2002,  compared to the year ended December 31, 2001, is primarily
due  to expensing deferred compensation for Concept Affiliate agreements secured
in  2001.  For the year ended December 31, 2002, expensing deferred compensation
accrued  under these agreements accounted for approximately 62%, or $822,608, of
our  general  and  administrative  expenses  for  the  period.

Similarly,  prepaid  Concept  Affiliate  services expensed during the year ended
December  31,  2002  accounted for approximately 16%, or $205,120 of our general
and  administrative expenses for the year ended December 31, 2002. Approximately
15%,  or  $200,000 of our general and administrative expenses for the year ended
December  31,  2002  consisted  of an investment banking fee. While this fee was
intended  to  cover  a  period  of 12 months, the Company elected to expense the
entire  amount,  as no significant financing had materialized from the agreement
as  of  December  31,  2002.

The  remaining  7%  is  composed  primarily  of  compliance  related  expenses.
Compliance  related expenses include legal, accounting and other charges related
to  filing  our  reports  with  the  Securities  and Exchange Commission. Of the
$1,316,400 we expensed under the general and administrative caption for the year
ended  December  31,  2002,  78% or $1,027,728 were prepaid for using our common
stock, $200,000 or 15%, require payment to our shareholders in common stock, and
$88,672  or  6.7%  require  settlement  in  cash.

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

                     CUMULATIVE  DURING
                     DEVELOPMENT             YEAR ENDED DECEMBER 31,
                     STAGE                    2002           2001      %  CHANGE

Impairment of Assets     $2,402,338       $1,186,500     $1,215,838       (2%)

Impairment of Investments
in  Other  Companies     $  710,868           $  960           $  -        NM

                                       51
<PAGE>

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.

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  totaling $710,868
accounts for approximately 12% of our $5,815,082 net loss, whereas impairment of
long-lived assets totaling $2,402,338 has accounted for approximately 41% of our
net loss since inception. Together, these two expense categories account for 53%
of  our  net  loss  since  inception.

There  was  no  meaningful  increase  in impairment of investments. The previous
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  decrease  in impairment of assets, from $1,215,838 in 2001 to $1,186,500 in
2002,  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 January 1, 2002
to  December  31,  2002  due to net losses from operations by the Company. As of
December 31, 2002 we had operating loss carryforwards of $2,784,584, compared to
operating  loss  carryforwards  of  $659,845  as  of  December  31,  2001. The
operating  loss  carryforwards  expire  beginning  in  2019 and may be subject
to significant limitations attributable to change in control rules.

                                       52
<PAGE>

NET  LOSS

                   CUMULATIVE  DURING
                   DEVELOPMENT             YEAR ENDED DECEMBER 31,
                   STAGE                    2002           2001      %  CHANGE

Net income (loss)      ($5,897,790)     ($3,000,982)   ($1,875,683)       60%

Net income (loss)
    per share              ($0.654)          ($0.24)        ($0.22)        9%

Weighted  average
shares  outstanding      9,062,269       12,645,461      8,592,521        47%

We  have  incurred  net  losses  from  operations  in each fiscal year since our
inception.  The  overall  increase in our loss from operations was approximately
60%,  or  $1,125,299.  The  changes in components of our net loss are important.
Impairment  of  assets  accounted  for  53%  of  our  net  loss in 2002, whereas
impairment  of  assets  accounted for 65% of our net loss in 2001. We anticipate
that  impairments will continue to play a major role in our operating results in
2003  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.

General and administrative expenses accounted for a higher proportion of our net
loss  in  2002  compared  to  2001. In 2002, general and administrative expenses
represented 58% of our net loss, whereas this caption represented 27% of our net
loss  in  2001.  We  anticipate that these expenses will continue to increase in
2003,  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 2003. 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 2003. In addition, we must successfully
generate  sufficient  cash  revenue  to  meet our operating cash requirements in
2003.

                                       53
<PAGE>

Based  on  the  failure  to receive funding from our investment banking contract
with  the  Camelot  Group,  it  is likely that we will have insufficient cash to
satisfy our cash requirements in 2003. Our working capital continued to decrease
from  the December 31, 2001 to December 31, 2002. As of December 31, 2002 we had
negative  working capital of ($623,690), compared to negative working capital of
($7,069)  as  of  December  31,  2001.

The  change  in  working  capital  reflects  growth  in current liabilities from
$103,320  as  of December 31, 2001 to $623,690 as of December 31, 2002, combined
with a decrease in current assets, from $96,251 as of December 31, 2001 to $0 as
of  December  31,  2002.  The  increase  in current liabilities in the period is
primarily  attributable  to  a  $250,000  liability we incurred to the seller in
connection  with  our  purchase of the VedaLabs technology along with a $200,000
liability  we  incurred  in  connection  with  an  investment banking agreement.

In May of 2002, we reached a definitive agreement with VedaLabs to acquire their
Media  Player  and  Peer-to-Peer  technology.  Under  the  agreement  we  issued
3,000,000  shares of our common stock along with a commitment to pay $250,000 in
cash within 6 months, pending transfer or sale of the technology. If transfer or
sale of the technology did not occur, the Company was to pay VedaLabs in cash or
stock.

The  number  of shares is was to be determined based on the closing price of the
Company's  shares  and the Company is obligated to register such shares with the
SEC.  The  Company's  negotiated price for this transaction was $2.00 per share;
however,  the licensed technology was recorded at $0.30 per share, the bid price
for  shares  issued  on  the  date  of  the  transaction.

In  accordance  with  SFAS  142 and SFAS 144, the Company engaged an independent
valuation  firm  to  assist  in valuing the VedaLabs technology. However, in the
absence  of funding from the investment banking contract, the Company was unable
to pay for completion of the valuation engagement. In light of these events, and
those  explained  in  Note 6 of our financial statements, we have fully impaired
the  VedaLabs  technology.

In  addition,  we  are  currently  in  negotiations  with VedaLabs to settle our
liability  of  $250,000.  Failure  to  successfully  negotiate  an extension for
settlement,  or  other  remedy, our shareholders will incur substantial dilution
should  we  have  to  settle  the  liability  based  on our current share price.

The  decrease  in current assets in 2002 is primarily attributable to a decrease
in our prepaid expenses and deposits, from $18,011 at December 31, 2001 to $0 at
December  31,  2002,  accounting  for $18,011, or 19% of the decrease in current
assets.  Prepaid services deceased by $67,616 accounting for 70% of the decrease
in current assets. In addition, a decrease in cash, from $10,624 at December 31,
2001 to $0 as of December 31, 2002, accounts for $10,624, or 11% of the decrease
in  current  assets.  These  changes  resulted  in  an increase in cash outflow.

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

                                       54
<PAGE>

$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 the year ended December 31, 2002, we repaid
$11,863  of  short-term  advances  and  borrowed  an  additional  $42,575  from
BulletProof.

During  the  year  ended  December  31, 2002, our CEO, Frank Maresca, loaned the
Company  $5,311  in  the form of short-term demand advances and expenses paid on
our  behalf. These loans were made in anticipation of financing to be secured in
August  through  our  investment  banking  agreement.  Our  investment  banking
agreement  failed  to produce significant cash and as a result, we did not repay
the  amounts  borrowed  from  Frank  Maresca.

In  addition  to  these  sources  of  cash  flow,  our  revenue  in  2001, while
insignificant  as  a total dollar amount, was a 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. In the second quarter of 2002 we received
$4,200  in cash from sales. To realize the growth in our network of professional
service  providers and licensed technology our business model 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. During the year ended December
31,  2002,  our common stock bid price was quoted at a low of $0.02 to a high of
$1.30.  However,  our  board  had approved the issuance of shares to new Concept
Affiliates  at a negotiated value of $6.00 per share, although the low bid price
would  be  used  to  record any such transactions. As a result of the historical
difference between negotiated and bid prices per share, our ability to negotiate
new  Concept  Affiliate  agreements  in  future periods will likely be adversely
impacted.  To  the  degree  that  our stock price does not increase, 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 2003, we
have  budgeted  approximately $20,000 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  2003,  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.

                                       55
<PAGE>

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.

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,  2002  had an
accumulated  deficit  of  $5,897,790.

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.

                                       56
<PAGE>

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
our  executive  officers  and  directors  also serve as officers or directors of
other  companies.

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

We  may  experience  adverse 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.

                                       57
<PAGE>

CONTROLS  AND  PROCEDURES

Within  the  90  days prior to the date of this annual report, we carried out an
evaluation,  under  the supervision and with the participation of our management
of  the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our
management  concluded  that our disclosure controls and procedures are effective
and  timely  alerting  them  to  material  information  relating  to the Company
required  to  be included in our periodic SEC filings. There were no significant
changes  in  our  internal  controls  or  other factors that could significantly
affect  these controls subsequent to the date of their evaluation and there were
no  corrective  actions  with  regard  to  significant  deficiencies or material
weaknesses.

OTHER  INFORMATION

In  December  2002  the  Company  began investigating options to resolve damages
caused  as  a result of its investment banking agreement with the Camelot Group.
The  investment banking agreement executed on July 1, 2002 indicated $150,000 in
funding would be provided to Dstage by the Camelot Group within three (3) to six
(6)  weeks  of  execution.

The  only  payments  received  in  accordance with this agreement were $5,000 on
September  5, 2002 and $2,500 on September 18, 2002, for a total of only $7,500.
Certain  shareholders that relied on Camelot's commitment transferred a total of
825,000  shares  to Camelot and as of the date of this filing have not had their
shares  returned  to  them  by  Camelot.

On  or about January 15, 2002, BulletProof Business Plans, Inc. ("BulletProof"),
previously  a  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 was appointed interim CFO until a new CFO
was  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  7.  FINANCIAL  STATEMENTS

We are filing the following reports, financial statements and notes to financial
statements  with  this  Annual Report. These reports may be found following Part
III  of  this  Annual  Report.

                                       58
<PAGE>

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

On  September 20, 2002, we dismissed Gordon, Hughes & Banks, LLP ("GH&B") as our
independent  public  accountants.  Our  board  of  directors participated in and
approved  the  decision  to  dismiss  GH&B.

The  reports  of GH&B on our financial statements for the two fiscal years ended
December 31, 2001 and 2000 did not contain an adverse opinion or a disclaimer of
opinion,  nor  were  such reports qualified or modified as to uncertainty, audit
scope,  or  accounting  principles.

During the preceding two fiscal years and through September 20, 2002, there were
no  disagreements  between us and GH&B on any matter of accounting principles or
practices,  financial  statement disclosure, or audit scope or procedure, which,
if  not resolved to GH&B's satisfaction would have caused GH&B to make reference
to  the subject matter of the disagreements in connection with GH&B 's report on
our  financial  statements.

During the preceding two fiscal years and through September 20, 2002, there were
no  reportable  events  required  to be disclosed pursuant to Item 304(a)(1)(v).
Pursuant  to  Item  304(a)(3),  on  September 30, 2002, GH&B furnished us with a
letter  addressed  to  the  Securities and Exchange Commission stating it agreed
with the statements made by us in response to Item 304(a). A copy of that letter
was  filed  as  an  exhibit  to  our report on Form 8-K, filed October 12, 2002.

On  September  20, 2002, we engaged Ehrhardt, Keefe, Steiner & Hottman PC as our
independent  accountants  for  the  fiscal  year  ending December 31, 2002. This
change  in  accountants was recommended by our executive management and approved
by  our  board  of  directors.

PART  3

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

The  following  table sets forth the names and ages of the current directors and
executive officers of the Company as of December 31, 2002, the principal offices
and  positions  with  the  Company  held by each person and the date such person
became  a  director  or  executive officer of the Company. Each serves until the
next  annual  meeting  of  stockholders.

Name of Executive
Officers and Directors   Age     Position                    Date of Appointment

Robert  P.  Atwell      49     Presidents, CEO and Director        March  2003
Albert  Golusin         48     CFO  and  Director                  March  2003
Jane  Olmstead          48     Director                            October 1999
Rounsevelle  Schaum     70     Director                            October 2002

                                       59
<PAGE>

Robert  P. Atwell, 49, President and Chief Executive Officer, has been President
of  The Corporate Solution, Inc. since 1978.  The Corporate Solution specializes
in  taking  on  and  implementing  assignments  for  a  variety  of agencies and
corporations  including  general  business  consulting, corporate restructuring,
mergers  and  acquisitions,  corporate  investigations  and  securities
administration.

Albert  Golusin,  48,  Chief  Financial  Officer,  has  been  a Certified Public
Accountant  since  1981.  He  worked  with  the public accounting firms of Grant
Thornton  & Company and Kenneth Leventhal & Company from 1979 through 1994. From
1985  to  1992,  Mr.  Golusin  was the Controller of a public company called N-W
Group,  Inc.  that  later  became  Glenayre  Electronics. He was responsible for
managing  a  $ 40 million cash portfolio, managing the accounting department and
preparing  the  financial statements for reporting to the Securities Commissions
in  the  U.S.A. and Canada. From 1993 to the present, Mr. Golusin has consulted
to  publicly  traded companies or companies preparing to become publicly traded.
He  is currently a director of Rhombic Corporation which is a materials research
and  development  company  that  is publicly traded on the OTC Bulletin Board of
NASDAQ.

Jane  Olmstead, CPA, Director, 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.

Rounsevelle  Schaum,  70, Director, is the Chairman of Newport Capital Partners,
Inc.,  an  investment  banking firm specializing in providing financial advisory
services  to  emerging  growth  companies.  He is a graduate of Phillips Andover
Academy  and  holds  a Bachelor of Science degree in Mechanical Engineering from
Stanford  University  and an MBA degree from the Harvard Business School. He was
also  a  member  of  the faculty and Defense Research Staff of the Massachusetts
Institute  of  Technology,  where  he  participated  in  the  development of the
computer  programs  for  the  Ballistic  Missile  Early Warning System.  He is a
director  and chairman of the audit committee of the Quigley Corporation (NASDAQ
"QGLY")  and  was  a founder and director of Streaming Media Corporation. He was
also  the Chairman and CEO of BusinessNet Holdings Corporation and has served as
a  crisis  manager  for  Heller  Financial  Corporation.  He  also served on the
District Advisory Council of the U.S. Small Business Administration; as Chairman
of  the  California  Small  Business  Development Corporation, a private venture
capital  syndicate;  and  was the founder and Managing Director of the Center of
Management  Sciences,  a  consulting  firm  serving  the  aerospace  industry.

                                       60
<PAGE>

He  was  the  principal  author  of  the "Weapon Systems Management Guide" under
contract  to  the  Office  of  the  Secretary  of Defense. Mr. Schaum resides in
Newport, Rhode Island, where he has been active in civic affairs. He is a member
of  the  Naval  War  College Foundation and a director of the Newport Historical
Society.

SIGNIFICANT  EMPLOYEES

We  rely on our Board of Directors, Executive Officers, and all of our employees
to  further  the  development  of  our  business.

FAMILY  RELATIONSHIPS

There  are  no  family  relationships.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEDURES

None.

CODE  OF  ETHICS

The  Company  has  not  adopted  a Code of Ethics as of the date of this report.
Resources  and  time necessary to adopt written standards reasonably designed to
deter  wrongdoing  have  not  been  available as of the date of this report. The
Company  plans to engage a consultant to assist in drafting of a Code of Ethics.

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.

ITEM  10.  EXECUTIVE  COMPENSATION

None  of  our  executive  officers  or  directors  currently  has a compensation
package.  Although we plan to enter into compensation packages during the second
quarter of 2003, 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. As it becomes necessary more detailed
written  employment contracts will be entered into between our key personnel and
the  Company.

                                       61
<PAGE>

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

The  following table summarizes all compensation paid to our President and Chief
Financial  Officer for services rendered in all capacities to the Company during
each  of  the  fiscal  years ended December 31, 2002, 2001 and 2000. 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>
                                                                           Securities
                                                                           Underlying    All Other
Name                    Position     Salary     Bonus     Compensation     Options       Compensation
-----------------------------------------------------------------------------------------------------
<S>                    <C>            <C>        <C>       <C>              <C>           <C>
Rounsevelle Schaum     President
                       2002             0         0             0               0           4,582
-----------------------------------------------------------------------------------------------------
Frank R. Maresca       CEO
                       2002             0         0             0               0               0
                       2001             0         0             0               0           5,617
                       2000             0         0             0               0           5,000
-----------------------------------------------------------------------------------------------------
Sue Perrault
                       Past  President
                       2002             0         0             0               0               0
                       2001             0         0             0               0               0
                       2000             0         0             0               0               0
-----------------------------------------------------------------------------------------------------
Officers  and  Directors,
as  a  group
                       2002             0         0             0               0            4582
                       2001             0         0             0               0           5,617
                       2000             0         0             0               0           5,000
-----------------------------------------------------------------------------------------------------
</TABLE>

Option  Grants  in  the  Last  Two  Fiscal  Years

The  Company  did  not  grant  options  during  2001  and  2002.

Stock  Option  Plan

The Company plans to adopt during fiscal year 2003 a Statutory and Non-Statutory
Incentive  Stock  Option  Plan  ("Plan")  which  authorizes the Company to grant
incentive  stock  options  within  the  meaning  of Section 422A of the Internal
Revenue Code of 1986, as amended, and to grant nonstatutory stock options. Under
the Plan, outstanding options must be exercised within 10 years from the date of
grant  and no later than three months after termination of employment or service
as  a director, except that any optionee who is unable to continue employment or
service  as  a  director due to total and permanent disability may exercise such
options  within  one  year  of termination and the options of an optionee who is
employed  or  disabled  and who dies must be exercised within one year after the
date  of  death.

                                       62
<PAGE>

The  Plan  will  require  that the exercise prices of options granted must be at
least  equal  to the fair market value of a share of common stock on the date of
grant,  provided that for incentive options if an employee owns more than 10% of
the  Company's  outstanding common stock then the exercise price of an incentive
option  must  be  at  least  110%  of  the  fair  market value of a share of the
Company's common stock on the date of grant, and the maximum term of such option
may  be  no  longer  than  five years. The aggregate fair market value of common
stock,  determined  at the time the option is granted, for which incentive stock
options  become  exercisable  by  an employee during any calendar year, is to be
limited  to  $1,000,000.

The  Plan  is  to  be  administered  by  the  Company's  Board of Directors or a
committee  thereof  which determines the terms of options granted, including the
exercise  price, the number of shares of common stock subject to the option, and
the  terms  and  conditions  of  exercise.  No  option granted under the Plan is
transferable  by  the  optionee  other  than  by will or the laws of descent and
distribution, and each option is exercisable during the lifetime of the optionee
only  by  such  optionee.

Compensation  of  Directors
---------------------------

The  Company  does  not  pay  cash  compensation  to  directors.  During  2002,
independent  directors  were  not  compensated; however, officers that were also
directors  were  compensated  as  described  in  the Summary Compensation Table.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS

The  following table sets forth as of March 31, 2003, 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. As of December 31, 2002 and March
31,  2003,  there  were  16,271,601 outstanding shares held by 100 shareholders,
less  2,400,000  shares  held as Treasury Stock, resulting in a total issued and
outstanding  shares  in  the amount of 13,871,601. For the purposes of this Item
11,  any shareholder beneficially owning 693,580 shares or more of the Company's
Common  Stock  is  listed  below.

Name of Beneficial Owner        Shares Beneficially Owned          Percent

Sue  Perrault                         1,600,284                    11.53%
2261  Blake,  Loft  2G
Denver,  CO  80205

D.  Kirk  LaPoure,                      750,000                      5.4%
1320  Carlson  Drive
Colorado  Springs,  CO  80919

                                       63
<PAGE>

CEDE  &  Co                             976,878                      7.0%
Out  Transfer  Department
55  Water  Street  2SL
New  York,  NY  10041

VedaLabs,  Inc.                       3,000,000                     21.0%
7117  Florida  Boulevard
Baton  Rouge,  LA  70806

Rounsevelle  W.  Schaum                 800,000                      5.7%
294  Valley  Road
Middletown,  RI  02842

Total 5% Shareholders as A Group      7,127,162                    50.63%

Note  (1)  The  above  shares  and  percentages,  including the total issued and
outstanding shares, do not include shares that are subject to a note between the
company  and  Eagle Consulting Group, Inc.("Eagle"). Eagle has a blanket lien on
all  assets  of  the  company, including, but not limited to, all authorized but
unissued  shares of the company's common stock. The company's Board of Directors
has  approved  the  issuance  of  shares to Eagle in exchange for the note. This
transaction  is  expected  to  take place during the second quarter of 2003. See
"Subsequent  Events"  in  Financial  Statements.

Note  (2)  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  (3)  All  shares  are  held  beneficially  and  of  record and each record
shareholder  has  sole  voting  and  investment  power.

SECURITIES  OWNERSHIP  OF  MANAGEMENT

The  following table sets forth as of March 31, 2003, certain information, based
on  information  obtained  from  the  persons  named  below, with respect to the
securities  ownership  of  the  Common  Stock  by  Management.

Name of Beneficial Owner        Shares Beneficially Owned            Percent

Robert  P.  Atwell                            100                         0.0%
1000  Ortega  Way  Suite  C
Placentia,  CA  92807

                                       64
<PAGE>

Albert  Golusin                                 0                         0.0%
668  North  44th  Street  Suite  248
Phoenix,  AZ  85008

Jane  Olmstead                             79,000                         0.0%
7474  East  Arkansas  #1204
Denver,  CO  80231

Rounsevelle  Schaum                       800,000                         5.7%
294  Valley  Road
Middletown,  RI  02842

Officers  &
Directors  as  a  Group                   879,100                         5.7%

Note  (1)  The  above  shares  and  percentages,  including the total issued and
outstanding shares, do not include shares that are subject to a note between the
company  and  Eagle Consulting Group, Inc. ("Eagle") Eagle has a blanket lien on
all  assets  of  the  company, including, but not limited to, all authorized but
unissued  shares of the company's common stock. The company's Board of Directors
has  approved  the  issuance  of  shares to Eagle in exchange for the note. This
transaction  is  expected  to  take place during the second quarter of 2003. See
"Subsequent  Events"  in  Financial Statements. Eagle is owned by Tamara Atwell,
the  wife  of  Robert  P.  Atwell.  Mr. Atwell does not own any shares of Eagle.

Note  (2)  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 1000 Ortega Way Suite C, Placentia, CA
92807.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

None  of  our  management  is  involved  in  any  type  of  legal  proceedings.

                                       65
<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  December  13, 2002 the Board of Directors appointed Rounsevelle W. Schaum as
Interim  CFO.

On  December 13, 2002 The Board of Directors approved the issuance of 250,000 to
Shirlee  Gordon  in  exchange for serving as Secretary/Treasurer for a term of 1
year  beginning  December  13,  2002  Shirlee  Gordon is the wife of Rounsevelle
Schaum

On  December  13, 2002 the Board of Directors approved the issuance of 50,000 to
Tiffany  Gordon  in  exchange  for  serving  as  controller for a term of 1 year
beginning  December  13, 2002. Tiffany Gordon is the daughter of Shirlee Gordon.

On  December  13,  2002  the  Board  of Directors approved the relocation of our
corporate offices to 294 Valley Road Middletown RI, 02842The board also approved
the  issuance  of 300,000 shares to Rounsevelle W. Schaum for prepayment for (1)
year  of  office  space  and  services  to  be  rendered  to  the  company.

On  November  4, 2002 the Board of Directors approved the issuance of 500,000 to
Rounsevelle  W.  Schaum  in exchange for serving as President and Director for a
term  of  2  years  beginning  September  23,  2002

In July of 2002, Jane Olmstead extended her term as interim CFO. In exchange for
her  services  as  CFO, the Company issued 25,000 shares of common stock to Jane
Olmstead  on July 15, 2002. Jane Olmstead has served as a Director and member of
the  Company's  Audit  Committee  since the fourth quarter of 2000. These shares
were  recorded  as deferred compensation on the date of issuances, using the bid
price  of $0.25 on the date of issuance, and expensed over the period benefited,
the  third  quarter  of  2002.

During  the  year  ended  December 31, 2002, the Company's founding shareholder,
BulletProof  Business  Plans,  provided  a total of $43,356 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.

During  the  12  months ended December 31, 2002, the Company's former CEO, Frank
Maresca,  paid  Company  liabilities  totaling $10,410. As of December 31, 2002,
this  amount  requires  settlement  in  cash,  but  does  not  bear  interest.

In  the  fourth  quarter  ended  December  31, 2001, the Company entered into an
agreement with its largest shareholder, BulletProof Business Plans 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.  As  of December 31, 2002, this amount
requires  settlement  in  cash,  but  does  not  bear  interest.

                                       66
<PAGE>

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

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,  2001)

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,  2001)

5.   Voting  Trust  Agreement

5.1  None

6.   Material  Contracts

10.  8K  Filings  Incorporated  Herein  by  Reference.

10.1 Resignation  of  Sue  Perrault  as President; Appointment of Rounsevelle W.
     Schaum  as President and Director incorporated by reference to Exhibit 10.1
     on  Form  8-K  filed  October  30,  2002.

10.2 Changes in Registrant's Certifying Accountant; Other Events incorporated by
     reference  to  Exhibit  10.2  on  Form  8-K  filed  October  1,  2002.

10.3 Changes  in Control of Registrant incorporated by reference to Exhibit 10.3
     on  Form  8-K  filed  July  22,  2002.

10.4 Changes  in  Control  of  Registrant; Acquisition or Disposition of Assets;
     Other  Events  incorporated  by reference to Exhibit 10.4 on Form 8-K filed
     May  29,  2002.

10.5 Changes  in  Control  of  Registrant; Acquisition or Disposition of Assets;
     Resignation  of  D.  Kirk  LaPoure  as Chief Financial Officer and Director
     incorporated  by  reference  to  Exhibit 10.5 on Form 8-K filed January 17,
     2002.

                                       67
<PAGE>

ITEM  14.  CONTROLS  AND  PROCEDURES

Under  the  supervision  and with the participation of our management, including
our  Chief  Executive  Officer  and  Chief  Financial  Officer,  we conducted an
evaluation  of  the  effectiveness  of our disclosure controls and procedures as
defined  in Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934
within 90 days of the filing date of this report. Based on their evaluation, our
Chief  Executive  Officer  and Chief Financial Officer concluded that the design
and operation of our disclosure controls and procedures were effective as of the
date  of  the  evaluation.

There have been no significant changes (including corrective actions with regard
to  significant deficiencies or material weaknesses) in our internal controls or
in  other  factors  that could significantly affect these controls subsequent to
the  date  of  the  evaluation  referenced  in  the  preceding  paragraph.

                  (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)

                                       68
<PAGE>

F-1    FINANCIAL  STATEMENTS



INDEX  TO  FINANCIAL  STATEMENTS

Independent  Auditors  Report

Balance  Sheets  as  of  December  31,  2002  and  2001

Statements of Operations for the years ended December  31, 2002 and 2001
Cumulative During Development Stage

Statements of Stockholders' Equity for the period October 12, 1999
(Inception) to December 31, 2002

Statements of Cash Flows for the years ended December 31, 2002 and 2001
Cumulative During Development Stage

Notes  to  Financial  Statements

                                       69
<PAGE>

                          INDEPENDENT AUDITORS' REPORT




To  the  Board  of  Directors
DStage.com,  Inc.
Placentia,  CA


We  have  audited  the  accompanying  balance  sheet  of  DStage.com,  Inc.  (a
development  stage  company) as of December 31, 2002, and the related statements
of  operations, changes in stockholders' equity (deficit) and cash flows for the
year  then  ended  and  for  the  year  ended  December 31, 2002 included in the
cumulative  period from October 12, 1999 (inception) to December 31, 2002. These
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.


We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the 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  audit  provides  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, 2002, and the results of its operations and
its  cash flows for the year then ended and for the year ended December 31, 2002
included  in the cumulative period from October 12, 1999 (inception) to December
31,  2002  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 3 to the financial
statements,  the  Company  has experienced circumstances which raise substantial
doubt  about  its  ability  to  continue  as a going concern. Management's plans
regarding  those  matters also are described in Note 3. The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.



                                             Ehrhardt Keefe Steiner & Hottman PC

April  11,  2003
Denver,  Colorado

                                       70
<PAGE>

                                    INDEPENDENT  AUDITORS'  REPORT


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

We  have  audited  the  accompanying  balance  sheet  of  Dstage.com,  Inc.  (A
Development Stage Company) as of December 31, 2001 and the related statements of
operations,  stockholders' equity and cash flows for the year 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 the results of its operations and
cash  flows  for  the  year then ended and for 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

                                        71
<PAGE>

                                DSTAGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                           DECEMBER 31,            DECEMBER 31,
                                              2002                     2001
--------------------------------------------------------------------------------
<S>                                      <C>                      <C>
ASSETS
Current  assets:
Cash                                     $           0            $    10,624
Prepaid services (Note 4)                            0                 67,616
Prepaid and deposits                    .            0                 18,011
                                         -------------------------------------
Total current assets                                 0                 96,251
                                         -------------------------------------
Computer equipment and software,
 net of depreciation                                 0                  3,716
Office furniture and equipment,
net of depreciation        .                         0                  3,460
Prepaid services (Note 4)                             0                238,901
Investments in other companies,
less impairment of $720,600 and
$709,908 for 2002 and 2001                           0                    200
Licensed Technology              .                   0                 38,000
                                         -------------------------------------
Total assets                             $           0            $   380,528
                                         =====================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and
accrued liabilities                     $      360,948            $    78,281
Due  to  stockholders  (Note 8)                258,265                 15,363
Notes  payable                       .           4,477                  9,676
                                         -------------------------------------
Total current liabilities                      623,690                103,320
                                         =====================================
Commitments  and  Contingencies
Stockholders'  equity:
Common  stock,  $.001  par  value,
50,000,000  shares  authorized;
issued  and  outstanding  16,271,601
at  December  31,  2002
and 12,064,101 at December 31, 2001            16,272                  12,064
Additional paid-in capital                  5,260,228               4,211,961
Treasury  stock,  2,4000,000  shares
at  December 31,  2002,
and none at December 31, 2001                  (2,400)                      0
(Deficit) accumulated during
development stage                          (5,897,790)             (2,896,808)

Deferred Compensation (Note 10)                     -              (1,050,009)
                                         -------------------------------------
Total  stockholders' equity                  (623,690)                277,208
                                         -------------------------------------
Total liabilities and
stockholders' equity                    $           0             $   380,528
                                        ======================================
</TABLE>

                 See accompanying notes to financial statements

                                       72
<PAGE>

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

<TABLE>
<CAPTION>
                                           CUMULATIVE
                                              DURING
                                            DEVELOPMENT            DECEMBER 31,
                                               STAGE           2002            2001
--------------------------------------------------------------------------------------
<S>                                      <C>             <C>             <C>
Revenue:
Professional services                    $    58,568     $     4,960     $     53,500

Operating  expenses:
Cost of services                              95,700          42,200           13,500
Sales  and  marketing                         53,959          14,398           35,407
Research and development       .             252,550             929          132,997
General and administrative       .         2,419,266       1,741,728          528,633
Impairment  of  assets                     2,402,338       1,186,500        1,215,838
Impairment  of  investments  in  other
companies       .                            710,868             960                -
                                         ---------------------------------------------
Total operating expenses          .        5,934,681       2,986,715        1,926,375
                                         ---------------------------------------------
Income (loss) from operations             (5,876,113)     (2,981,755)     (1,872,875)
                                         ---------------------------------------------
Other  income  (expense),  net               (21,677)        (19,227)         (2,808)
                                         ---------------------------------------------
Net  income  (loss)             .         (5,897,790)     (3,000,982)     (1,875,683)
                                         =============================================
Net  income  (loss)  per  share:
Basic  and  diluted           .           $    (0.65)   $      (0.24)   $      (0.22)
                                         =============================================
Weighted average shares used in computing
net income (loss) per share
Basic and diluted                          9,062,269      12,645,461       8,592,521
                                         =============================================
</TABLE>


                 See accompanying notes to financial statements

                                       73
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                Accumulated
                                                                                                                (Deficit)
                                                                    Common Stock                  Additional     During the
                                                             Issued                In Treasury      Paid-in     Development
                                                       Shares      Amount       Shares    Amount    Capital        Stage
----------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>          <C>         <C>      <C>         <C>
Balance, October 12, 1999 (Inception) . . . . . . .           -  $         -           -  $     -  $        -  $          -
Issuance of shares for cash at $.02 per share . . .   1,000,000        1,000           -        -      19,000             -
Issuance of shares for services at $.02 per share .   2,600,000        2,600           -        -      49,400             -
Issuance of shares for expense reimbursement. . . .     834,569          835           -        -      15,856             -
 at $.02 per share
Net (loss). . . . . . . . . . . . . . . . . . . . .           -            -           -        -           -       (66,796)
                                                     ----------  -----------  ----------  -------  ----------  -------------
Balance, December 31, 1999. . . . . . . . . . . . .   4,434,569        4,435           -        -      84,256       (66,796)

Issuance of shares for conversion . . . . . . . . .   1,000,000        1,000           -        -      19,000             -
of notes payable at $.02 per share
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. . . . .      15,000           15           -        -      14,985             -
payable at $1.00 per share
Issuance of shares for expense reimbursement. . . .       4,630            4           -        -       4,626             -
at $1.00 per share
Issuance of shares for services at. . . . . . . . .     107,000          107           -        -     106,893             -
1.00 per share
Investment in other companies by Issuance . . . . .     710,000          710           -        -     709,290             -
of shares at $1.00 per share
Issuance of shares for prepaid. . . . . . . . . . .     195,000          195           -        -     194,805             -
services at $1.00 per share
Issuance of shares for deferred compensation. . . .      89,000           89            -       -      88,911             -
to officers, directors and controlling
parties at $1.00 per share
Deferred compensation expensed.
Net (loss). . . . . . . . . . . . . . . . . . . . .           -            -           -        -           -      (954,329)
                                                     ----------  -----------  ----------  -------  ----------  -------------
Balance, December 31, 2000. . . . . . . . . . . . .   7,316,034  $     7,316           -  $     -  $1,247,840   ($1,021,125)

Issuance of shares for expense reimbursement. . . .       1,248            1           -        -       5,616             -
Issuance of shares for prepaid services . . . . . .     337,208          337           -        -     400,407             -
Property & equipment lease by issuance. . . . . . .   1,000,000        1,000           -        -   1,149,000             -
 of shares
Licensed technology by issuance of shares . . . . .   2,270,000        2,270           -        -      35,730             -
Issuance of shares for deferred
compensation to officers,
   directors and related parties. . . . . . . . . .   1,122,944        1,123           -        -   1,297,229             -
Issuance of shares for developed. . . . . . . . . .      16,667           17           -        -      19,150             -
technology expensed
Forgiveness of debt by shareholder. . . . . . . . .                                                    31,489             -
Related party services paid for by shareholder. . .                                                    25,500
Deferred compensation expensed.
Net (loss). . . . . . . . . . . . . . . . . . . . .           -            -           -        -           -    (1,875,683)
                                                     ----------  -----------  ----------  -------  ----------  -------------
Balance, December 31, 2001. . . . . . . . . . . . .  12,064,101       12,064           -        -   4,211,961    (2,896,808)

Issuance of shares for deferred
compensation to officers,
 directors and related parties:
Issuance of shares for services at $.05 per share .     600,000          600           -        -      29,400
Issuance of shares for services at $.11 per share .     500,000          500           -        -      54,500
Issuance of shares for services at $.25 per share .      25,000           25           -        -       6,225
Issuance of shares for services at $.55 per share .      50,000           50           -        -      27,450
Issuance of shares for services at. . . . . . . . .      32,500           33           -        -      32,792
 $1.01 per share
Licensed technology by issuance of shares . . . . .   3,000,000        3,000           -        -     897,000
Deferred compensation expensed.
Purchase Of Treasury Stock In Exchange. . . . . . .                           (1,500,000)  (1,500)          -
For Licensed Technology
Purchase Of Treasury Stock In Exchange. . . . . . .                             (900,000)    (900)        900
For Capital Lease
Net (loss). . . . . . . . . . . . . . . . . . . . .                                                              (3,000,982)
                                                     ----------  -----------  ----------  -------  ----------  -------------
                                                     16,271,601       16,272  (2,400,000)  (2,400)  5,260,228    (5,897,790)
Balance, December 31, 2002. . . . . . . . . . . . .  =======================================================================
</TABLE>

                                       74
<PAGE>

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

                                                        Deferred
                                                      Compensation      Total
--------------------------------------------------------------------------------
<S>                                                  <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. . . .                       16,691
 at $.02 per share
Net (loss). . . . . . . . . . . . . . . . . . . . .                      (66,796)
                                                     ----------------------------
Balance, December 31, 1999. . . . . . . . . . . . .              -        21,895

Issuance of shares for conversion . . . . . . . . .              -        20,000
of notes payable at $.02 per share
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. . . . .              -        15,000
payable at $1.00 per share
Issuance of shares for expense reimbursement. . . .              -         4,630
at $1.00 per share
Issuance of shares for services at. . . . . . . . .              -       107,000
1.00 per share
Investment in other companies by Issuance . . . . .              -       710,000
of shares at $1.00 per share
Issuance of shares for prepaid. . . . . . . . . . .              -       195,000
services at $1.00 per share
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)
                                                     ---------------------------
Balance, December 31, 2000. . . . . . . . . . . . .       ($67,080)  $   166,951

Issuance of shares for expense reimbursement. . . .              -         5,617
Issuance of shares for prepaid services . . . . . .              -       400,744
Property & equipment lease by issuance. . . . . . .              -     1,150,000
 of shares
Licensed technology by issuance of shares . . . . .              -     38,000.00
Issuance of shares for deferred
compensation to officers,
   directors and related parties. . . . . . . . . .     (1,298,352)            -
Issuance of shares for developed. . . . . . . . . .              -        19,167
technology expensed
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)
                                                     ----------------------------
Balance, December 31, 2001. . . . . . . . . . . . .     (1,050,009)       277,208

Issuance of shares for deferred
compensation to officers,
 directors and related parties:
Issuance of shares for services at $.05 per share .        (30,000)           -
Issuance of shares for services at $.11 per share .        (55,000)           -
Issuance of shares for services at $.25 per share .         (6,250)           -
Issuance of shares for services at $.55 per share .        (27,500)           -
Issuance of shares for services at. . . . . . . . .        (32,825)           -
 $1.01 per share
Licensed technology by issuance of shares
Deferred compensation expensed                                          900,000
Purchase Of Treasury Stock In Exchange                   1,201,584    1,201,584
For Licensed Technology
Purchase Of Treasury Stock In Exchange                                  (1,500)
For Capital Lease

Net (loss)                                                          (3,000,982)
                                                     --------------------------
Balance, December 31, 2002                                       0    (623,690)
                                                     ==========================
</TABLE>

                 See accompanying notes to financial statements

                                       75
<PAGE>

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

<TABLE>
<CAPTION>
                                                     CUMULATIVE
                                                        DURING
                                                      DEVELOPMENT                 DECEMBER 31,
                                                         STAGE                2002              2001
---------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>                <C>
Cash  flows  from  operating  activities:
Net (loss)                                          $  (5,897,790)      $  (3,000,982)     $  (1,875,683)
Adjustments to reconcile net (loss)
to cash provided (used) by operating activities:
Depreciation                                                3,997               1,322              1,652
Issuance of common stock for services                     174,000                   -                  0
Issuance of common stock for expense reimbursement         22,051                   -              5,617
Issuance of common stock for technology                    19,167                   -             19,167
Impairment of investments in other companies              710,868                 960                  0
Impairment of assets                                    2,402,338           1,186,500          1,215,838
Revenue paid in common stock                               (1,068)               (960)                 0
Prepaid services expensed                                 530,104             306,716            193,388
Amortization of deferred compensation                   1,538,927           1,201,584            315,423
Expenses paid through notes payable proceeds               66,489                   -             26,810
Loss on disposal of property and equipment                  5,854               5,854
Change in assets and liabilities:                                                                      0
Increase in other current assets                            1,726              18,011            (16,877)
Increase in accounts payable and accrued liabilities      369,214             275,570             90,637

Net cash (used) by operating activities                   (54,123)             (5,425)           (24,028)
Cash  flows  from  investing  activities:
Acquisition of fixed assets                                (6,689)                  -             (2,151)
Net cash (used) by investing activities
                                                     ----------------------------------------------------
                                                           (6,689)                  -             (2,151)
                                                     ----------------------------------------------------
Cash  flows  from  financing  activities:
Contributed capital                                        25,500                   -             25,500
Proceeds from issuance of common stock                     30,835                   -                  -
Increase in notes payable                                   4,477              (5,199)             9,676
Net cash provided by financing activities                  60,812              (5,199)            35,176
                                                     ----------------------------------------------------
Net increase in cash                                           (0)            (10,624)             8,997
Cash, beginning of period                                       -              10,624              1,627
Cash, end of period                                  $         (0)     $           (0)      $     10,624
                                                     ====================================================
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                            $    938,000      $      900,000       $     38,000
                                                     ====================================================
Purchase of Treasury stock in exchange
 for property and technology                         $      2,400      $        2,400       $          -
                                                     ====================================================
Purchase of licensed technology by
 incurring debt to seller                            $    250,000      $      250,000       $          -
                                                     ====================================================
Payment of prepaid and other assets by
 issuance of common stock                            $      1,726      $            -       $          -
                                                     ====================================================
Prepayment of services for common stock              $  2,045,670      $      151,575       $  1,699,095
                                                     ====================================================
Investments in other companies                       $    710,760      $          760       $          -
                                                     ====================================================
Conversion of debt to common stock                   $     35,000      $            -       $          -
                                                     ====================================================
Forgiveness of debt by stockholder                   $     31,489      $            -       $      31,489
                                                     ====================================================
</TABLE>

          See accompanying summary of accounting policies and notes to
                              financial statements

                                       76
<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, 2002, 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.

(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.

                                       77
<PAGE>

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.
During 2002, the Company transacted its business with one financial institution.
The  amount on deposit in that financial institution did not exceed the $100,000
federally  insured limit during 2002.  At December 31, 2002, the Company did not
have  a  banking  relationship  with  any  financial  institution.

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.  The Company did not have
any  material revenue in 2002, with sales of only $4,960 for the 12 months ended
December  31,  2002.

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 that 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.

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.

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Property  and  Equipment

Property  and  equipment,  which  consisted  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,  2002  and  2001  was $1,763 and $1,652,
respectively.


In  December  of  2002,  the Company's property and equipment, held at a storage
facility,  was  sold  for non-payment of rent.  Rent and fees due at the time of
sale  were  approximately  $701.  Net  book  value of the assets disposed of for
settlement  was  approximately  $5,413,  resulting in a loss on sale of $4,712.

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.

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.

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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  $0  in  2001  and  $760  in  2002.

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, 2001 and 2002, 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 12,645,461 as of December
31,  2001  and  December  31,  2002  respectively.  Weighted  average  shares
outstanding  since  inception  were  9,062,269.

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
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.

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Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure"  ("SFAS  148").  SFAS  148  provides
alternative methods of transition for a voluntary change to the fair value based
method  of  accounting  for  stock-based  employee  compensation.  SFAS 148 also
amends  the  disclosure  requirements of Statement 123 to require more prominent
disclosures in annual and interim financial statements with regard to the method
of accounting for stock-based employee compensation and the impact of the method
used  on  reported  results.  The  Company  may  elect  to adopt the recognition
provisions  of  SFAS  148 for stock-based compensation recorded for fiscal years
beginning  after  December 15, 2002. The interim disclosure requirements of SFAS
148  are  effective  for  financial  reports containing financial statements for
interim  periods  beginning  after  December  15,  2002.

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 2002 or 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,  2002.

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.

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<PAGE>

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.

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  years  ended  December  31,  2001  and  December  31,  2002.

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, 2002. However, as the
Company's  business  model  is heavily dependent on acquiring intangible assets,
this  pronouncement  is  expected  to  have  a  material impact on the Company's
financial  condition  and  results  of  operations in future periods, should the
Company  survive  as  an  ongoing  concern.


Recently  Issued  Accounting  Standards

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities."  SFAS  No.  146  addresses accounting and
reporting  for  costs  associated with exit or disposal activities and nullifies
Emerging  Issues  Task  Force Issue No. 94-3, "Liability Recognition for Certain
Employee  Termination  Benefits  and  Other Costs to Exit an Activity (Including
Certain  Costs  Incurred  in  a  Restructuring)."  SFAS  No. 146 requires that a
liability  for a cost associated with an exit or disposal activity be recognized
and  measured  initially at fair value when the liability is incurred.  SFAS No.
146  is  effective  for  exit  or  disposal  activities that are initiated after
December 31, 2002, with early application encouraged.   The Company believes the
adoption  of  this  statement  will  have no material impact on its consolidated
financial  statements.

In  November  2002,  the  FASB  published  interpretation  No,  45  "Guarantor's
Accounting  and  Disclosure  requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others".  The  Interpretation  expands  on the
accounting  guidance  of  Statements No. 5, 57, and 107 and incorporates without
change  the provisions of FASB Interpretation No. 34, which is being superseded.
The  Interpretation  elaborates on the existing disclosure requirements for most
guarantees, including loan guarantees such as standby letters of credit. It also
clarifies  that  at  the  time  a  company issues a guarantee, that company must
recognize  an  initial  liability  for  the  fair value, or market value, of the

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obligations  it  assumes under that guarantee and must disclose that information
in  its  interim  and  annual financial statements.  The initial recognition and
initial measurement provisions apply on a prospective basis to guarantees issued
or  modified  after  December  31,  2002,  regardless  of the guarantor's fiscal
year-end.  The  disclosure  requirements in the Interpretation are effective for
financial  statements  of  interim  or  annual periods ending after December 15,
2002.  The Company believes the adoption of this statement will have no material
impact  on  its  consolidated  financial  statements.

Advertising

The Company expenses advertising costs as incurred.

Reclassifications

Certain  reclassifications  have  been  made  to  the  prior  years'  financial
statements  to  conform  the  presentation  used for the year ended December 31,
2002.

(3)  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,  which  raise
substantial  doubt  about  its  ability  to  continue  as  a  going concern. The
Company's  continued  existence  is  dependent  upon  its  ability  to  increase
operating  revenues and/or obtain additional equity financing. Dstage has relied
on  BulletProof  Business  Plans,  its  founding  stockholder,  to  provide cash
infusions  when  necessary through September of 2002. However, As a result of an
investment  banking  contract  entered  into between the Company and the Camelot
Group,  the  Company  will  no  longer  receive  continuing cash investment from
BulletProof  Business  Plans.  This  loss  of  financial support, along with the
failure  of the Camelot Group to provide funding as called for in the investment
banking  agreement, has had a detrimental effect on the Company. There can be no
assurance  that  the  Company  will  recover  from  these  events.


From  inception  to  December 31, 2002, the Company has had minimal revenues of
$58,568 and  has  expensed  operating  costs  in the amount of $5,934,681. The
Company  has nominal cash resources and has been largely dependent on the direct
financial  support  from  its  founding  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.

In  view of these matters, the Company has undergone a series of negotiations to
obtain  additional  equity  financing  to  enable  it  to  achieve its strategic
objectives.   The  Company has reached an agreement with Eagle Consulting Group,
Inc.,  a  Nevada  corporation ("Eagle"), which it expects to finalize during the
second  quarter  of  2003, to provide equity financing. While Eagle has advanced
the  Company  a  limited  amount of funds in 2003, it appears unlikely that such
funding  will  be  enough to meet all of the Company's cash requirements in 2003
and  beyond.  As a result, the Company must find additional sources of financing
in  order  to  remain a going concern in the future. The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

(4)  -  PREPAID  SERVICES

During  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 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.

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<PAGE>

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, $65,000 was expensed in 2001 for services
rendered  to  the  Company and $100,000 was expensed in 2001.

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  total value of prepaid services recorded under these arrangements
in  2001  was $306,517. The total balance of prepaid services as of December 31,
2001,  $306,517,  was  expensed  in  2002.

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.

(5)  -  INVESTMENT  IN  OTHER  COMPANIES

In  September  of 2002, the Company exchanged 152 hours of professional services
priced  at  $500  per  hour  for  7,600  shares  of  U.S. Telemetry's ("U.S.T.")
outstanding  common  shares  valued  at  $10  per  share, the same price used on
U.S.T.'s  most  recent  round  of  financing.  As  U.S.  Telemetry  was  in  the
development  stage,  the  Company recorded the investment in U.S. Telemetry at a
nominal  value  of  $760.

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.

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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.  This amount was written off in the fourth quarter of
2002,  due  to  uncertainties  regarding the Company's ability to continue as an
ongoing  concern in the wake of failure to receive working capital in accordance
with  the  Camelot  Group investment banking agreement. US Telemetry 706 and 200
from  Ameribank.

During  the  fourth quarter of 2002, the Company wrote off the remaining nominal
amounts  for  investments  in  GOTOMD ($100), Ameribank Card Services ($100) and
U.S.T.  ($760).

(6)  -  LICENSED  TECHNOLOGY

In  May  of  2002,  the  Company reached a definitive agreement with VedaLabs to
acquire  their Media Player and Peer-to-Peer technology. Under the agreement the
Company  issued  3,000,000 shares of its common stock along with a commitment to
pay  $250,000  in  cash  within  6  months,  pending  transfer  or  sale  of the
technology.  When  transfer or sale of the technology did not occur, the Company
became obligated to pay VedaLabs in cash or stock. The number of shares is to be
determined based on the closing price of the Company's shares and the Company is
obligated to register such with the SEC. The Company's negotiated price for this
transaction  was  $2.00 per share; however, the licensed technology was recorded
at  $0.30  per  share,  the  bid  price  for  shares  issued  on the date of the
transaction. In accordance with SFAS 142, "Goodwill and Other Intangible Assets"
and  SFAS  144,  the  Company engaged an independent valuation firm to assist in
valuing  the VedaLabs technology. The Company intended to rely on this valuation
as  an  objective means of comparing book value to fair value and, if necessary,
recording  an  impairment expense equal to the difference between book value and
fair  value.  As  stated in the Company's quarterly report for the period ending
June  30,  2002,  the  impact or amount of any such impairment, if any was to be
required,  was  unknown  at  that  time.

When  the  VedaLabs  Technology was recorded on the Company's books and records,
the  Company  anticipated  that  funds from the Camelot Group investment banking
contract  would  enable  the Company to execute on critical elements of its plan
for  sale,  including  obtaining  a  third  party  valuation  of the technology,
engaging  certain  parties  outside  of  its  network  of  affiliates  for  cash
compensation  and  developing  a  new  model  to  support  marketing some of the
technology  as  a  children's  media  player.

The investment banking contract called for $150,000 to be provided within 3 to 6
weeks  of  the  agreement's  execution  date. However, the first funds from this
agreement  were  transferred  on September 5, 2002. The transfer on September 5,
2002  totaled  only  $5,000.  As a result, the Company had to rely on loans from
shareholders  to  cover  $10,000  of  the  $35,000  fee  due  to the third party
valuation  firm.  The  Company  did  not  receive another cash transfer from the
investment  banking  agreement  until  September 18, 2002. This transfer totaled
only  $2,500. As a result of receiving only $7,500 of the $150,000 called for in
the agreement, more than 12 weeks after the latest date committed to, management
determined  in  the quarter ended September 30, 2002 that the failure to receive
the  funds  represented  an  impairment  event.

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<PAGE>

As  part  of  the  investment  banking  contract with the Camelot Group, certain
Dstage  shareholders  transferred  shares  to  the  Camelot Group to cover their
investment  banking  fee  and as consideration for funding to be provided to the
Company.  In  the  months  following  these  transfers,  quoted  prices  for the
Company's  common  stock  on the over-the-counter bulletin board (OTCBB) reached
all-time  lows,  eventually  reaching  a level of $0.07 per share. This decrease
represented a drop of more than $0.38 per share, or 84%, from the quoted closing
price  of  the  Company's  common stock on the date the Company entered into the
agreement with Camelot. Since inception, the Company has substantially relied on
issuing  stock  to officers, directors, professional service providers and other
parties  in  exchange  for  services  and  technology. The substantial and rapid
decrease  in  the  Company's  stock  price following execution of the investment
banking  agreement will make it very difficult to find parties willing to accept
restricted  shares  of common stock in exchange for services required to execute
on  its  plan  of  sale  for  the  technology.

In  addition  to potentially eliminating the Company's ability to execute on its
plan  of sale for the VedaLabs technology, failure to receive the funding called
for  by  the  investment banking agreement has impacted the Company's ability to
execute  on  its  plans  to  sell  other  technology acquired or licensed by the
Company.  Similarly,  although  FAS144,  FAS  142  and  related  accounting
pronouncements  do  not  require a third party valuation expert to be engaged to
assist  in  determining fair values, management felt that in addition to helping
marketing  efforts  for  the  technology,  such  a  valuation  would  provide an
objective  means  with  which  to  conduct an ongoing analysis of impairments in
current  and  future  accounting  periods.  The  inability  to  pay  for such an
analysis,  in  the  absence  of  the  funds called for in the investment banking
agreement,  leaves  management without an economically feasible means to compare
the  carrying value of its technology to fair value. In light of these facts and
circumstances,  the  Company  elected to fully impair all licensed and purchased
technology  as  of  September  30,  2002.

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 nominal
value  of  $2,000,  since  the  ownership  percentage  by  SunnComm  following
consummation  of  the transaction made SunnComm a related party. In May of 2002,
this  agreement  was  amended,  providing  for  the  return of certain rights to
SunnComm  in  exchange  for  1,500,000 shares of our common stock repurchased as
consideration.

                                       86
<PAGE>

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 in 2001, and fully impaired in September of 2002 due to lack of
funding  to  execute  on  the  Company's  plan  of  sale.

(7)  -  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.  As part of agreement, the
Company  was given 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.
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,  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.

In  April of 2002, the Company was informed that Bentley House Furniture Company
had pledged shares of the Company to Weylock Trading Company, Inc., a Philippine
Company,  in  exchange for a loan. The Company was also informed at that time of
Weylock's  interest  in  selling the shares back to the Company back in exchange
for  the  Company's  interest in the property lease. In May of 2002, the Company
reached an agreement with Weylock Trading Company, Inc. providing for a transfer
of  its  interest  in  the  property  lease in exchange for $500,000, along with
900,000  shares  of  our common repurchased as consideration. The Company is not
recording  any  gain or revenue from the $500,000 because its realization is not
assured.  As  of  December  31,  2002,  the  Company had received no payments in
accordance  with  the  Weylock agreement.  In the absence of adequate funding to
pursue  collection  or  settlement, it is unlikely that the Company will realize
any  of  the  payments  called  for  under  this  agreement.

(8)  -  DUE  TO  STOCKHOLDERS

Since  inception,  the  Company  has  entered  into  a series of promissory note
agreements  with  BulletProof  Business  Plans  ("BulletProof"),  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.

                                       87
<PAGE>

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 $0.02 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.

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 was a related party.  See Note
12,  "Related  Party  Transactions."

                                       88
<PAGE>

In  2001,  the  Company's  founding  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
$33,470  to  BulletProof  under  these obligations, leaving a balance of $5,863,
which  was  paid  in January of 2002. For the 12 months ended December 31, 2002,
the Company secured a total of $43,356 in new borrowings under this arrangement.
Of  these  new  borrowings, the Company has repaid a total $5,000 as of December
30,  2002.

In  the  fourth  quarter  ended  December  31, 2001, the Company entered into an
agreement with its largest shareholder, BulletProof Business Plans 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.  As  of December 31, 2002, this amount
requires  settlement  in  cash,  but  does  not  bear  interest.

In  July  of 2002, the Company entered into an investment banking agreement with
The  Camelot  Group.  Under  the  agreement, Camelot was to receive a payment of
$200,000  in  the  form  of  400,000  shares  of Dstage common stock from Dstage
shareholders.  The  Company  issued  a  note  payable  for  $200,000  due  to  a
shareholder  as a result of this agreement. The note payable provides for annual
interest  at  8%, is due on demand and is secured by substantially all assets of
the  Company.

(9)  -  STOCKHOLDERS'  EQUITY

In  2002,  the Company issued a total of 4,207,500 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 2002.

In  May  of  2002,  the  Company reached a definitive agreement with VedaLabs to
acquire  their Media Player and Peer-to-Peer technology. Under the agreement the
Company  issued  3,000,000 shares of its common stock along with a commitment to
pay  $250,000  in  cash  within  6  months,  pending  transfer  or  sale  of the
technology.

In  May  of  2002,  the  Company  entered into an agreement with Weylock Trading
Company,  Inc.  providing  for  the  transfer of our interest in the Philippines
property lease in exchange for $500,000, along with 900,000 shares of our common
repurchased as consideration. These shares were recorded as treasury stock using
the  par  value  method.

In  May  of  2002,  the Company amended  its  technology  license  agreement
with SunnComm, providing for the return of certain rights to SunnComm in
exchange for 1,500,000 shares  of  our  common  stock  repurchased  as
consideration. These shares were recorded  as  treasury  stock  using
the  par  value  method.

                                       89
<PAGE>

In the quarter ended March 31, 2002, the Company issued a total of 82,500 shares
of  its common stock. Jane Olmstead was 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. These shares
were valued at $.55 per share the bid price of the stock, and have been recorded
as  deferred  compensation  expense  to  be  recognized  over  the  term  of the
agreement.  As  of  December  31,  2002,  $27,500 of expense had been recognized
under  the agreement. A new Concept Affiliate, an individual providing marketing
services to the Company, was issued 32,500 shares of our common stock in lieu of
cash  for  services  to  be rendered to the Company. These shares were valued at
$1.01  per  share the bid price of the stock, and have been recorded as deferred
compensation  expense  to  be  recognized over the term of the agreement.  As of
December  31,  2002, $32,825 of expense had been recognized under the agreement.
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 2002.

In July of 2002, Jane Olmstead extended her term as interim CFO. In exchange for
her  services  as  CFO, the Company issued 25,000 shares of common stock to Jane
Olmstead  on  July  15, 2002. These shares were valued at $.25 per share the bid
price  of  the stock, and have been recorded as deferred compensation expense to
be  recognized  over the term of the agreement.  As of December 31, 2002, $6,250
of  expense  had  been  recognized  under  the  agreement.

On  November  4, 2002 the Board of Directors approved the issuance of 500,000 to
Rounsevelle  W.  Schaum  in exchange for serving as President and Director for a
term  of  2  years  beginning September 23, 2002 On December.  These shares were
valued  at  $.11 per share the bid price of the stock, and have been recorded as
deferred  compensation  expense to be recognized over the term of the agreement.
As  of  December  31,  2002,  $55,000  of  expense had been recognized under the
agreement.

On  December 13, 2002 The Board of Directors approved the issuance of 250,000 to
Shirlee  Gordon  in  exchange for serving as Secretary/Treasurer for a term of 1
year  beginning  December  13,  2002.  Shirlee Gordon is the wife of Rounsevelle
Schaum.  These  shares were valued at $.05 per share the bid price of the stock,
and  have  been  recorded as deferred compensation expense to be recognized over
the term of the agreement.  As of December 31, 2002, $12,500 of expense had been
recognized  under  the  agreement.

On  December  13, 2002 the Board of Directors approved the issuance of 50,000 to
Tiffany  Gordon  in  exchange  for  serving  as  controller for a term of 1 year
beginning  December  13, 2002. Tiffany Gordon is the daughter of Shirlee Gordon.
These  shares were valued at $.05 per share the bid price of the stock, and have
been recorded as deferred compensation expense to be recognized over the term of
the  agreement.  As  of  December  31,  2002, $2,500 expense had been recognized
under  the  agreement.

                                       90
<PAGE>

On  December  13,  2002  the  Board  of Directors approved the relocation of our
corporate  offices  to  294  Valley  Road  Middletown  RI, 02842. The board also
approved  the issuance of 300,000 shares to Rounsevelle W. Schaum for prepayment
for  (1) year of office space and services to be rendered to the company.  These
shares  were  valued at $.05 per share the bid price of the stock, and have been
recorded  as deferred compensation expense to be recognized over the term of the
agreement.  As  of  December  31,  2002,  $15,000  had been recognized under the
agreement.

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.

(10)-  DEFERRED  COMPENSATION

The  Company  issued  a total of 1,207,500 shares of its common stock in 2002 as
deferred  compensation.  The aggregate value of these shares was $151,575, which
was  all  amortized  as  expense  at  December  31,  2002.  See  Note  9.

(11)-  LEASE  COMMITMENTS

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.  In 2002, the
Company held its property and equipment at a storage facility under an operating
lease.  In  December  of 2002, the Company's property and equipment, held at the
storage  facility, was sold for non-payment of rent, resulting in a loss on sale
of  $5,854.

 (12)  -  RELATED  PARTY  TRANSACTIONS

On  December  13, 2002 the Board of Directors appointed Rounsevelle W. Schaum as
Interim  CFO.

On  December 13, 2002 The Board of Directors approved the issuance of 250,000 to
Shirlee  Gordon  in  exchange for serving as Secretary/Treasurer for a term of 1
year  beginning  December  13,  2002  Shirlee  Gordon is the wife of Rounsevelle
Schaum

On  December  13, 2002 the Board of Directors approved the issuance of 50,000 to
Tiffany  Gordon  in  exchange  for  serving  as  controller for a term of 1 year
beginning  December  13, 2002. Tiffany Gordon is the daughter of Shirlee Gordon.

On  December  13,  2002  the  Board  of Directors approved the relocation of our
corporate offices to 294 Valley Road Middletown RI, 02842The board also approved
the  issuance  of 300,000 shares to Rounsevelle W. Schaum for prepayment for (1)
year  of  office  space  and  services  to  be  rendered  to  the  company.

On  November  4, 2002 the Board of Directors approved the issuance of 500,000 to
Rounsevelle  W.  Schaum  in exchange for serving as President and Director for a
term  of  2  years  beginning  September  23,  2002

                                       91
<PAGE>

In July of 2002, Jane Olmstead extended her term as interim CFO. In exchange for
her  services  as  CFO, the Company issued 25,000 shares of common stock to Jane
Olmstead  on July 15, 2002. Jane Olmstead has served as a Director and member of
the  Company's  Audit  Committee  since the fourth quarter of 2000. These shares
were  recorded  as deferred compensation on the date of issuances, using the bid
price  of $0.25 on the date of issuance, and expensed over the period benefited,
the  third  quarter  of  2002.

Also  in  July  of 2002, the Company issued a note payable for $200,000 due to a
shareholder  as a result of this agreement. The note payable provides for annual
interest  at  8%, is due on demand and is secured by substantially all assets of
the  Company.

During  the  year  ended  December 31, 2002, the Company's founding shareholder,
BulletProof  Business  Plans,  provided  a total of $43,356 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.

During  the  12  months ended December 31, 2002, the Company's former CEO, Frank
Maresca,  paid  Company  liabilities  totaling $10,410. As of December 31, 2002,
this  amount  requires  settlement  in  cash,  but  does  not  bear  interest.

In  the  fourth  quarter  ended  December  31, 2001, the Company entered into an
agreement with its largest shareholder, BulletProof Business Plans 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.  As  of December 31, 2002, this amount
requires  settlement  in  cash,  but  does  not  bear  interest.

 (13)  -  INCOME  TAXES

There is no current or deferred tax expense for the period from October 12, 1999
to  December  31,  2002  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, 2002 and
2001  are  as  follows:


                                                         2002              2001
                                                --------------------------------
  Net operating loss carryforward                     $946,759          $181,196
                                                --------------------------------
  Valuation allowance for deferred tax assets         $946,759          $181,196
                                                --------------------------------
Net deferred tax asset        .                       $      0          $      0
                                                ================================


                                       92
<PAGE>

As  of  December  31,  2002,  the  Company  had  operating loss carryforwards of
$2,784,584.  The  operating loss carryforward is calculated based on book versus
tax  computations.  The  operating  loss  carryforwards  expire  through  2022
and may be subject to significant limitation due to change in control rules.

(14)  -  SUBSEQUENT  EVENTS

On March 19, 2003, the Corporation accepted the resignation of Frank R. Maresca,
Jr.  from  the  Corporation's  Board  of  Directors.

On  March 19, 2003, the Corporation accepted the resignation of David Baird from
the  Corporation's  Board  of  Directors.

On  March  19,  2003,  the  Corporation  appointed  Robert  P.  Atwell  to  the
Corporation's  Board  of  Directors.

On March 19, 2003, the Corporation appointed Albert Golusin to the Corporation's
Board  of  Directors.

On March 19, 2003, the Corporation accepted the resignation of Eric Schmitz from
the  Corporation's  Board  of  Directors.

On  March  19,  2003, the Corporation accepted the resignation of Rounsevelle W.
Schaum  as  President  and  Chief  Financial  Officer  of  the  Corporation.

On March 19, 2003, the Corporation accepted the resignation of Shirlee Gordon as
Secretary  and  Treasurer  of  the  Corporation.

On March 19, 2003, the Corporation accepted the resignation of Tiffany Gordon as
Controller  of  the  Corporation.

On March 19, 2003, the Corporation accepted the resignation of Frank R. Maresca,
Jr.  as  Chief  Executive  Officer  of  the  Corporation.

On  March  19,  2003,  the  Corporation  accepted  the  resignation of Donald J.
Marinari  as  Chairman  of  the  Corporation.

On  March  19,  2003,  the  Corporation appointed Robert P. Atwell President and
Chief  Executive  Officer  of  the  Corporation.

On  March  19,  2003,  the  Corporation  appointed  Albert Golusin Secretary and
Treasurer  of  the  Corporation.

On  March  19,  2003,  the  Corporation appointed Albert Golusin Chief Financial
Officer  of  the  Corporation.

                                       93
<PAGE>

On  March 19, 2003, the Corporation's Board of Directors directed the President,
Secretary  or  other officer of the Corporation to issue Eagle Consulting Group,
Inc., a Nevada corporation, the Corporation's common stock as full consideration
for  its  Note  until  such  time  as the Corporation has the authority to issue
Preferred  Stock  to Eagle in exchange for the common stock issued in accordance
herewith.  The  company  plans  to  issue the stock during the second quarter of
2003.  Eagle is owned by Tamara Atwell, the wife of Robert P. Atwell. Mr. Atwell
does  not  own  any  shares  of  Eagle.

On  March 19, 2003, the Corporation's Board of Directors directed the President,
Secretary  or  other  officer  of  the  Corporation  to  enter  into and execute
employment  agreements  between  Robert  P.  Atwell  and  the  Corporation.  The
agreements  are  expected  to  be  completed  during the second quarter of 2003.

On  March 19, 2003, the Corporation's Board of Directors directed the President,
Secretary  or  other  officer  of  the  Corporation  to  enter  into and execute
employment agreements between Albert Golusin and the Corporation. The agreements
are  expected  to  be  completed  during  the  second  quarter  of  2003.

On  March 19, 2003, the Corporation's Board of Directors directed the President,
Secretary  or  other  officer  of  the Corporation to enter into and execute the
consulting agreement between The Corporate Solution, Inc., a Nevada corporation,
and  the  Corporation.  The  agreements  are expected to be completed during the
second  quarter  of  2003.

On  March 19, 2003, the Corporation's Board of Directors directed the President,
Secretary  or  other  officer  of  the Corporation to enter into and execute the
consulting  agreement  between Jane Olmstead and the Corporation. The agreements
are  expected  to  be  completed  during  the  second  quarter  of  2003.

On  March 28, 2003, the Corporation's Board of Directors directed the President,
Secretary  or  other  officer  of  the  Corporation  to enter into and execute a
Definitive  Agreement  with  Eagle Consulting Group, Inc., a Nevada corporation,
whereby  Eagle  will  purchase  20%  of the Corporation's $.001 par value common
stock  for  cash  and additional consideration. In accordance with the terms and
conditions  to  be  included  in  the Definitive Agreement and as contained in a
Letter  of  Intent  between  the  parties,  Eagle  has  advanced  $18,364 to the
Corporation  during  the  first  and  second quarter of 2003. In addition to the
advance,  Eagle  will  provide  securities  administrative  and general business
consulting  services  to  the  Corporation  and  will  assist the Corporation in
positioning  itself to receive additional financing. Management anticipates that
the  Definitive  Agreement  will  be executed during the second quarter of 2003.
Eagle  is  owned by Tamara Atwell, the wife of Robert P. Atwell. Mr. Atwell does
not  own  any  shares  of  Eagle.

On  March  28,  2003,  the  Board  of  Directors  approved the relocation of our
corporate  offices  to  1000  Ortega  Way, Suite C, Placentia, California 92870.

                                       94
<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  14,  2003

By:


/s/Robert  P.  Atwell
   ------------------
President,  Chief  Executive  Officer


/s/Albert  Golusin
   ---------------
Chief  Financial  Officer

In  accordance  with  the  Exchange Act, the report has been signed below by the
following  persons  on  behalf  of  the Company and in the capacities and on the
dates  indicated.

Date:  April  14,  2003                    By:  /s/  Robert P. Atwell
                                                     Robert P. Atwell, Director

Date:  April  14,  2003                    By:  /s/  Albert Golusin
                                                     Albert Golusin, Director

Date:  April  14,  2003                    By:  /s/  Jane Olmstead
                                                     Jane Olmstead, Director

Date:  April  14,  2003                    By:  /s/ Rounsevelle Schaum
                                                    Rounsevelle Schaum, Director

                                       95
<PAGE>

EX-99.1  Certification  Pursuant  to  Section  906

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

CERTIFICATION  OF  CHIEF  EXECUTIVE  OFFICER

In  connection  with the Annual Report of Dstage.com Inc, a Delaware corporation
(the  "Company"),  on Form 10-KSB for the year ending December 31, 2002 as filed
with the Securities and Exchange Commission (the "Report"), I, Robert P. Atwell,
Chief  Executive  Officer  of  the  Company,  certify,  pursuant  to  906 of the
Sarbanes-Oxley  Act  of  2002  (18  U.S.C.  1350),  that  to  my  knowledge:

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

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

/s/  Robert  P.  Atwell
     ------------------
Robert  P.  Atwell  Chief  Executive  Officer
April  14,  2003

                                       96
<PAGE>

EX-99.2  Certification  Pursuant  to  Section  906

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

CERTIFICATION  OF  CHIEF  FINANCIAL  OFFICER

In  connection with the Annual Report of Dstage.com Inc., a Delaware corporation
(the  "Company"),  on Form 10-KSB for the year ending December 31, 2002 as filed
with  the  Securities and Exchange Commission (the "Report"), I, Albert Golusin,
Chief  Financial  Officer  of  the  Company,  certify,  pursuant  to  906 of the
Sarbanes-Oxley  Act  of  2002  (18  U.S.C.  1350),  that  to  my  knowledge:

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

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

/s/  Albert  Golusin
     ---------------
Albert  Golusin  Chief  Financial  Officer
April  14,  2003

                                       97
<PAGE>

EX-99.3  Certification  Pursuant  to  Section  906

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

CERTIFICATION  OF  CHIEF  EXECUTIVE  OFFICER

I,  Robert  P.  Atwell,  certify  that:

1.  I  have  reviewed  this  Annual  Report  on  Form 10-KSB for Dstage.com Inc.

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

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

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

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

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

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

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

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

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

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

Date:  April  14,  2003

/s/  Robert  P.  Atwell
     ------------------
Robert  P.  Atwell  Chief  Executive  Officer

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EX-99.4  Certification  Pursuant  to  Section  906

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

CERTIFICATION  OF  CHIEF  FINANCIAL  OFFICER

I,  Albert  Golusin,  certify  that:

1.  I  have  reviewed  this  Annual  Report  on  Form 10-KSB of Dstage.com Inc.;

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

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

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

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

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

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

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

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

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

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

Date:  April  14,  2003

/s/  Albert  Golusin
     ---------------
Albert  Golusin  Chief  Financial  Officer

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