SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
[x]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002
                                       or
[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number

                            DATASTAND TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

           INDIANA                             35-2065469
(State or other jurisdiction 			(I.R.S. Employer
 of incorporation or organization)           Identification No.)

                          415 Oakdale Road, Suite 224
                            Toronto, Ontario M3N 1W7
    (Address of principal executive offices including zip code)

                                 (416) 626-5346
                                 --------------
                (Issuer's telephone number, including area code)


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

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

               Common Stock, $.001 par value per share
                           (Title or class)

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(D) of the securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and  (2) has been
subject to such filing requirements for the past 90 days. YES [x]   NO [ ]

     As of April 15, 2003, the Registrant has outstanding 18,414,600
shares of Common Stock.




				         Table of Contents
						Part I

Item 1	Business

Item 2	Properties

Item 3	Legal Proceedings

Item 4	Submission of Matters to a Vote of Security Holders

						Part II

Item 5	Market for Company's Common Equity and Related
            Stockholder Matters

Item 6	Selected Consolidated Financial Data

Item 7	Management Discussion and Analysis of Financial Conditions and
Results of Operations

Item 8	Financial Statements and Supplemental Data

Item 9	Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

						Part III

Item 10	Directors and Executive Officers

Item 11	Executive Compensation

Item 12	Security Ownership of Certain Beneficial Owners and Management

Item 13	Certain Relations and Related Transactions

						Part IV

Item 14	Exhibits, Financial Statement Schedules, and Reports on Form 8-K






				Part I



FORWARD-LOOKING STATEMENTS: This annual report contains
forward-looking statements that involve risks and uncertainties
that could cause actual results to differ materially from
estimates.  The risks and uncertainties associated with
forward-looking statements include, among other things,
significant changes in general economic conditions, both
domestic and international; the impact of market conditions;
changes in interest rates; the impact of interest rates and
market conditions on loans, deposits and debt; changes in our
tax liability and rates; decline in value in our capital
investments, and our ability and resources
to execute our business strategies and manage risks associated
with potential expansion plans or business initiatives.



Item 1.	Business

On August 11, 1999, Dimgroup, Inc. entered into a Stock
Exchange Agreement (the "Agreement") with MAS Acquisition VII
Corp. ("MAS"). As result of the Agreement between Dimgroup,
Inc. and MAS, Dimgroup, Inc has merged into MAS and changed
its name to Dimgroup.com Inc. {"Dimgroup").  On April 5, 2001
the corporate name was changed to Datastand Technologies Inc.
("Datastand")

Datastand is a technology company that develops Internet software
and publishes financial data. Datastand operates two divisions :
A Business to Business Division that provides Financial Data to
Websites and Brokerage Firms and a Business to Consumer Division
that operates a financial network.

Datastand's Financial Database contains fundamental corporate data
on almost 3000 companies quoted on the OTC-BB. Datastand's OTC-BB
Data provides websites and brokerage firms with critical information
they can provide their users through websites or integrated software
solutions.

Datastand licenses the database content to customers in a variety of
formats. Clients are charged a set up fee and a monthly fee thereafter.
All contracts are for a minimum one year period.

The Financial Database is updated daily to reflect the numerous
changes, additions and deletions on OTC-BB issues. DataStand Technologies
provides 28 distinct fields of data on over 2700 OTC-BB quoted companies.

In recent years, there has been a dramatic increase in the use of
online financial information services and trading. Investors are
increasingly looking to the Internet for information about their
financial assets. According to Forrester Research Inc., in 1999
there were 5.7 million households using the Internet to execute
financial transactions and obtain financial information. Forrester
Research predicts that this number will increase to 21 million
households by 2003, a number that would represent nearly 53% of
U.S. households.

Many investors are using this information to manage their financial
assets more actively. Moreover, instead of resorting to a broker or
other financial intermediary, individual investors now have access to
online trading services that allow them to rapidly execute their own
transactions at a lower cost than that previously charged. Forrester
Research has projected that online investment accounts in the U.S.
will grow from $374 billion of assets in 5.4 million online accounts
in 1999 to $3.1 trillion of assets in 20.4 million online accounts
by 2003.

As a result of these developments, many companies that have an
Internet presence, including web portals and media companies,
have developed or are developing financial market content for their
web sites in an effort to enhance their attractiveness to Internet
users and to assist in user retention.  The quality and breadth of
financial information offered is rapidly becoming a differentiator
among financial services providers. Our objective is to be the
leading business-to-business provider of online market analysis
tools and financial information. Key elements of our strategy
include:

- - INCREASE CLIENT BASE. We intend to expand our sales force
to target businesses in industries that require robust online
market analysis tools and financial information on their web sites.

- - INCREASE NUMBER OF PRODUCTS AVAILABLE. We intend to expand our
product offerings to include other equity markets in North America
and Europe. This will allow us to better serve the online financial
information needs of our clients and their users.

- - USING TECHNOLOGY TO LEVERAGE OUR GROWTH. We intend to develop and
market innovative products and services to attract and retain clients.

- - PURSUE STRATEGIC ALLIANCES OR ACQUISITIONS.  We intend to seek
strategic alliances which would complement our products or services
or to give us access to new markets.



PRODUCTS AND SERVICES

We provide high-quality, cost-effective and useful products and
services that are essential to online investors. We also provide
search and sort tools that make our information more accessible
and valuable. Users can search our database by company name, stock
exchange ticker symbol, industry or state. During the past year we
relaunched our web site and added many tools which enhance our
database.


SALES & MARKETING
Business Model

We use proprietary combined with tools and technology to attract
our user base which in turn generates advertising revenues. We
also license certain content and tools to third parties to generate
licensing revenues.

ADVERTISING

We offer a variety of advertising options that may be purchased
individually or in packages. We offer banners and button
advertisements on our site, which can be rotated on a run-of-site
basis or targeted to a particular audience. Run-of-site
advertisements appeal to advertisers seeking general brand
recognition. Banners and buttons are generally sold under short-
term insertion orders based on a price per thousand impressions
served.

LICENSING

We license our database and certain tools to third parties for
redistribution. We provide our customers with either a customized
data feed of our proprietary company information, or a co-branded
set of Web pages designed for the customer. License fees are based
upon variables, such as the amount of information, the  number of
tools and number of pageviews. The minimum term for our licensing
agreements is one year.

COMPETITION

Many Web sites compete for the attention and spending of online
users and advertisers, particularly in the financial information
area. We expect this competition to continue to increase. We
compete for visitors, advertisers and content providers with many
types of companies, such as:

- - providers of company information, such as Dun & Bradstreet,
  MarketGuide (a division of Multex) and Standard & Poor's; and
- - Web-based financial information providers, such as Yahoo! and
  CBS Marketwatch.

 Our ability to compete depends on many factors, including:

- - the originality, timeliness, comprehensiveness and
  trustworthiness of our content and that of our competitors;
- - the cost of our services compared to our competitors;
- - the ease of use of services developed either by us or our
  competitors;
- - the usefulness of our tools;
- - the attractiveness of the demographic characteristics of our
  audience; and
- - the effectiveness of our sales and marketing efforts.

CUSTOMER SERVICE & SUPPORT

We provide customer service and support in response to inquiries
from customers, who contact us primarily by e-mail and phone.
The customer support staff is available by phone and e-mail and
generally responds to all e-mail inquiries within 24 hours. We
provide a toll-free telephone line for customer orders. We believe
that providing a high level of customer support free of charge is
necessary to retain our current customers and to acquire new ones.

WEB SITE TECHNOLOGY AND OPERATIONS

We are currently running our service on Linux enterprise-class
servers and mySQL for our database engine. We use custom CGIs for
performing searches on the Web site. Our procedures include daily
tape back-ups for all systems. Dimgroup is hosted by Verio, Inc.
who provides comprehensive technical facilities management,
including continuous monitoring services, uninterrupted power
supply, a generator, security, and protection from disaster.

GOVERNMENT  REGULATION.

There  are  currently few laws or regulations that specifically
regulate  communications or commerce on the Web. However,
laws and regulations  may  be adopted  in  the  future
that address issues such as user privacy,  pricing, and the
characteristics and quality of products and services. It  may
take  years  to determine the extent to which existing laws
relating to issues  such as property ownership, libel and
personal privacy are applicable to the  Web. Any new laws or
regulations relating to the Web could adversely affect the
Company's  business.


FACTORS THAT MAY AFFECT FUTURE RESULTS

In addition to the other information in this Form 10-K,
the following factors should be considered in evaluating
our company and our business.

WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES.

We have incurred a net loss for each fiscal year since
our inception, including a net loss of $412,876 for
the year ended December 31, 2001.  We expect operating
losses and negative cash flow to carry on as we continue to
incur significant operating expenses and to make investments
to enhance Dimgroup.com.


OUR BUSINESS IS SUBJECT TO QUARTERLY FLUCTUATIONS IN OPERATING
RESULTS THAT MAY NEGATIVELY IMPACT THE PRICE OF OUR STOCK.

Our quarterly operating results may fluctuate significantly
in the future due to a variety of factors. These include the
following factors, which are generally outside of our control:
 - seasonal trends relating to usage of our services;
 - seasonal trends relating to Internet advertising spending;
 - the extent to which we experience increased competition in
   the markets for Internet services and advertising; and
 - economic conditions specific to the Internet,
 as well as general economic and market conditions. Other
factors that could cause our quarterly operating results to
fluctuate significantly, which are at least partially under
 our control, include:
 - the timing and effectiveness of our marketing efforts to
   acquire users and subscribers and to   promote our brand;
 - the rate of subscriber acquisitions;
 - the timing and effectiveness of e-commerce expansion efforts;
 - the timing and effectiveness of any co-branding and traffic
 - generating arrangements or other strategic alliances into
   which we enter; and
 - changes in our operating expenses.

In addition, our operating expenses are based on our
expectations of our future revenues, some of which are
relatively fixed in the short term. We may be unable
to reduce our expenses quickly enough to offset any
unexpected revenue shortfall, which could have a material
adverse effect on our business, operating results and
financial condition.


RAPID GROWTH IN OUR FUTURE OPERATIONS COULD CONTINUE
TO STRAIN OUR MANAGERIAL, OPERATIONAL AND FINANCIAL RESOURCES.

We have experienced rapid growth in our operations. We believe
that we will need to continue to expand our business and
operations in order to support our growing business, and we
expect that the number of our employees will continue to
increase for the foreseeable future. This rapid growth has
placed, and any additional growth will continue to place,
a significant strain on our managerial, operational and
financial resources. As a result, we will need to continue to
improve our operational and financial systems and managerial
controls and procedures. Our future success will also depend
on our ability to expand, train and manage our workforce,
in particular our sales and marketing staff. We will also
have to maintain close coordination among our technical,
accounting, finance, marketing, sales and editorial personnel.
If we are unable to accomplish any of these objectives, our
business, operating results and financial condition could be
materially adversely affected.

EXPANSION INTO NON-U.S. MARKETS MAY BE DIFFICULT.

The growth of the Internet outside of the United States may
not progress or may not be adopted by people outside
of the United States. The impact of language and other cultural
differences could result in a product offering that is not
accepted and may not be financially successful. These difficulties
may be heightened by differing regulatory schemes affecting the
Internet in these countries. Strategic relationships may be
necessary to facilitate this expansion and our business may
be adversely affected if we fail to gain new or effective
relationships in this area.

WE MAY EXPERIENCE CAPACITY CONSTRAINTS OR SYSTEM FAILURES
THAT COULD DAMAGE OUR BUSINESS.

If our systems cannot be expanded to cope with increased
demand or fail to perform effectively, we could experience:
- - disruptions in service;
- - slower response times;
- - reduced customer satisfaction;
- - delays in the introduction of new products and services; or
- - vulnerability to attacks (including denial of service attacks)
  by third parties;
  any of which could impair our reputation, damage the Dimgroup
brand and materially adversely affect our business, operating
results and financial condition. Our ability to provide high-
quality customer service also depends on the efficient and
uninterrupted operation of our computer and communications
hardware systems. We have also experienced minor interruptions
due to software bugs, upgrades and hosting facility connectivity
failures. Our systems and operations also are vulnerable to damage
or interruption from human error, natural disasters,
telecommunication failures, break-ins, sabotage, computer viruses,
intentional acts of vandalism and similar events. We currently do
not have complete redundancy and we do not have alternative providers
of hosting services that are available on short-term notice. We plan
to develop a formal disaster recovery plan. We cannot assure you that
any plan we adopt will be sufficient. We may not carry sufficient
business interruption insurance to compensate for losses that could
occur.

WE MAY BE SUBJECT TO LEGAL CLAIMS IN CONNECTION WITH THE CONTENT
WE PUBLISH

We may be subject to claims for defamation, negligence, or
copyright or trademark infringement based on other theories
relating to the information we publish on our Web site, on
the Web sites of others with whom we license or co-brand our
products. These types of claims have been brought, sometimes
successfully, against online services, as well as other print
publications in the past. Due to the global nature of the
Internet, we may be subject to such claims asserted under
the laws of foreign countries, which may differ substantially
from U.S. laws. We could also be subject to claims based upon
the content that is accessible from Dimgroup through links to
other Web sites. Our insurance may not adequately protect us
against these types of claims.

THE LOSS OF ANY OF OUR KEY PERSONNEL OR OUR FAILURE TO ATTRACT
ADDITIONAL PERSONNEL COULD HAVE A MATERIAL AND ADVERSE EFFECT
ON OUR BUSINESS.

Our future success will depend, in substantial part, on the
continued service of our senior management, particularly
Marc Cianfarani, our Chairman of the Board, President and
Chief Executive Officer. None of our senior management has
entered into an employment agreement with us. We do not maintain
key-person life insurance on any of our employees. The loss
of one or more of our key personnel could have a material
adverse effect on our business, operating results and financial
condition. Our future success will also depend on our continuing
ability to attract, retain and motivate highly qualified technical,
customer support, financial, accounting and managerial personnel.
Competition for such personnel is intense, and we cannot assure
you that we will be able to retain our key personnel or that we
will be able to attract, assimilate or retain other highly
qualified personnel in the future.

OUR COMMON STOCK PRICE IS VOLATILE AND COULD FLUCTUATE
SIGNIFICANTLY.

The trading price of our stock has been and may continue to
be subject to wide fluctuations. Our stock price may fluctuate
in response to a number of events and factors, such as
quarterly variations in operating results; announcements of
new products, technology or strategic relationships by us or
our competitors; changes in financial estimates and
recommendations by securities analysts; the operating and
stock price performance of other companies that investors may
deem comparable; and news reports relating to trends in our
markets. In addition, the stock markets in general, and the
market prices for Internet-related companies in particular,
have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.
These broad market and industry fluctuations may adversely
affect the price of our common stock, regardless of our
operating performance.

WE DEPEND ON THE CONTINUED GROWTH IN USE AND EFFICIENT
OPERATION OF THE INTERNET.

The Internet-based information market is rapidly evolving.
Our business would be materially adversely affected if
Internet usage does not continue to grow or grows more
slowly than anticipated.  Internet usage may be inhibited
for a number of reasons, including:
- - inadequate network infrastructure;
- - security concerns;
- - inconsistent quality of service; and
- - unavailability of cost-effective, high-speed access to the
  Internet.
Our audience depends on Internet service providers, online
service providers and other Web-site operators for access
to our Web site. Many of these services have experienced
significant service outages in the past and could experience
service outages, delays and other difficulties due to system
failure unrelated to our systems. These occurrences could
cause our visitors to perceive the Internet in general or our
Web site in particular as unreliable and, therefore,
cause them to use other media to obtain their company and
business information. We also depend on third-party information
providers to deliver information and data feeds to us on a
timely basis. Our Web site could experience disruptions or
interruptions in service due to the failure or delay in the
transmission or receipt of this information, which could have
a material adverse effect on our business, operating results
and financial condition.

WE CANNOT PREDICT THE SIZE OR VIABILITY OF THE ONLINE
INFORMATION SERVICES MARKET.

The market for our online business information services
is rapidly evolving and is characterized by an increasing
number of market entrants. As is typical of a rapidly
evolving industry, demand and market acceptance for
recently introduced services are subject to a high level
of uncertainty and risk. Because of these factors, it is
difficult to predict the future growth rate, if any, and
size of this market. We cannot assure you that the market
for our online business information services will continue
to develop. If the use of online business information
services fails to continue to grow, our ability to establish
other online services would be materially and adversely
affected. In addition, our business strategy includes
extending our online business information services model
to additional segments of business information. We cannot
assure you that we will be successful in our efforts.

IF WE CANNOT KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGY
AND THE DEMANDS OF OUR CUSTOMERS, WE MAY BE UNABLE TO
ENHANCE OUR EXISTING SERVICES OR INTRODUCE NEW SERVICES.

The market in which we operate is characterized by rapidly
changing technology; evolving industry standards; frequent
new service announcements, introductions and enhancements;
and evolving customer demands. The emerging nature of the
Internet and the electronic distribution of business
information, including distribution through wireless
channels and products, exacerbate these market characteristics.
Accordingly, our future success will depend on our ability to
adapt to rapidly changing technologies and industry standards,
and our ability to continually improve the performance,
features and reliability of our services in response to both
evolving customer demands and competitive service offerings.
Our inability to adapt successfully to these changes in a
timely manner could have a material and adverse effect on our
business, operating results and financial condition. Furthermore,
we may experience difficulties that could delay or prevent the
successful design, development, testing, introduction or
marketing of new services. Any enhancements to existing services
may not adequately meet the requirements of our current and
prospective customers or achieve any degree of significant market
acceptance. If we are unable, for technological or other reasons,
to develop and introduce new services or enhancements to existing
services in a timely manner or in response to changing market
conditions or customer requirements, or if our services or
enhancements contain defects or do not achieve a significant degree
of market acceptance, our business, results of operations and
financial condition would be materially adversely affected.

WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION
AND LEGAL UNCERTAINTIES.

The laws governing the Internet remain largely unsettled, even
in areas where there has been some legislative action. It may
take years to determine whether and how existing laws, including
those governing intellectual property, privacy, libel and taxation,
apply to the Internet generally and the electronic distribution
of business information in particular. Legislation could reduce
the growth in the use of the Internet generally and decrease the
acceptance of the Internet as a communications and commercial
medium, which could have a materially adverse effect on our business,
operating results and financial condition. In addition, the growing
popularity and use of the Internet has burdened the existing
telecommunications infrastructure and many areas with high Internet
usage have begun to experience interruptions in phone service.
As a result, some local telephone carriers have petitioned
governmental agencies to regulate Internet service providers
and online service providers in a manner similar to long-distance
telephone carriers and to impose access fees on Internet service
providers and online service providers. If any of these petitions
or the relief that they seek is granted, the costs of communicating
on the Internet could increase substantially, potentially adversely
affecting the growth of the Internet. Further, due to the global
nature of the Internet, it is possible that, although transmissions
relating to our services originate in the State of Texas,
governments of other states, the United States or foreign
countries might attempt to regulate our service or levy sales
or other taxes on our activities. In Texas, sales of goods over
the Internet are taxed the same as sales of personal property
through traditional channels. As a result, Texas-based Internet
companies like us may be at a competitive disadvantage to Internet
companies based outside of Texas with respect to sales to Texas-based
customers. We cannot assure you that violations of local or other
laws will not be alleged or charged by governmental authorities,
that we might not unintentionally violate these laws or that in
the future these laws will not be modified or new laws enacted.
Any of these developments could have a material adverse effect
on our business, operating results and financial condition.


Item 2.	Properties


The Company presently leases office space at 415 Oakdale
Road, Suite 224, Toronto, Ontario Canada, M3N-1W7.  The term of
the lease is for eighteen months commencing in October 2001 and the
monthly rental payment is $319.93 payable in Canadian funds.


Item 3. 	Legal Proceedings

There are no material pending legal proceedings,
other than ordinary legal matters incidental to the Company's
business, to which the Company is a party or in which any of
the Company's property is the subject.

Item 4.	Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders
during the fourth quarter of the year ended December 31, 2001.



				Part II

Item 5.	Market for Registrant's Common Equity and Related
		Stockholder Matters

The Company's Common Stock $0.001 par value (Common Stock) is
traded on OTC:BB under the symbol "DATT". The following chart
sets forth the high and low closing price for the Common Stock
during the indicated periods.
					 Low	 High
1-st Quarter 2002			$0.13	 0.47
2-nd Quarter 2002			$0.05	 0.15
3-rd Quarter 2002			$0.05	 0.05
4-th Quarter 2002 		        $0.05	 0.10

The Company's stock started to trade on OTCBB on August 9, 2000.
The foregoing quotations represent prices between dealers and do
not include retail mark up, mark down, or commission and may not
necessarily represent actual transactions. As of December 31,
2002 the Common Stock was held of record by approximate 175
persons and entities including significant amounts of stock held
in "street name".



Item 6.	Selected Financial Data

	Please see Item 8


Item 7.	Management's Discussion and Analysis of Financial
		Condition and Results of Operations

In addition to historical information, the following discussion
and analysis of management contains forward-looking statements.
These forward-looking statements involve risks, uncertainties
and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a
result of many factors, including but not limited to, those
discussed below and in the sections in this Annual Report on
"Risk Factors". Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect
management's opinions only as of the date hereof. Dimgroup.com
Inc. undertakes no obligation to revise or publicly release the
results of any revision to these forward-looking statements.
Readers should carefully review the risk factors described in
this document as well as in other documents the Company files
from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-Q to be filed by the
Company in fiscal year 2003.

GENERAL

Datastand is a growing Data provider. The company provides
customer-oriented information research and document delivery
services providing businesses with up-to-date, focused
information to meet their business needs. Datastand Technologies
provides timely information crucial to managing business success.

Datastand's first database is a proprietary Financial Database.

Datastand's Financial Database contains fundamental corporate data
on almost 3000 companies quoted on the OTC-BB. Datastand's OTC-BB
Data provides websites and brokerage firms with critical information
they can provide their users through websites or integrated software
solutions.

Datastand licenses the database content to customers in a variety of
formats. Clients are charged a set up fee and a monthly fee thereafter.
All contracts are for a minimum one year period.

The Financial Database is updated daily to reflect the numerous
changes, additions and deletions on OTC-BB issues. DataStand
Technologies provides 28 distinct fields of data on over 2700 OTC-BB
quoted companies.

RESULTS OF OPERATIONS

    Revenue for the year ending December 31, 2002 was $16,980 compared
to $29,905 for the same period in 2001.  The decrease is a result of
decreased advertising revenue and loss of a database licensing agreement.

     Operating expenses for the year ended December 31, 2002 were
$203,123 compared to $442,781 for the same period in 2001.  The decrease
is attributable to the non-cash stock compensation aggregating $224,000
incurred in 2001. Noting this, the Company expects to have Operating losses
continue in the near future.

The Company had cash of $54 and a working capital deficit of $489,077 at
December 31, 2002.

Net cash used in operating activities was $13,391 for the year ended
December 31, 2002.  The usage of cash was primarily attributable to the net
loss adjusted for an increase in accrued expenses - officers of $174,407.

There was no net cash provided by or (used in) investing activities during
the year ended December 31, 2002.

Net cash used in financing activities was $11,354, principally representing
cash received from the issuance of common stock of $10,340.


FUTURE OUTLOOK

     The Company is currently searching for a merger candidate but
has not secured an agreement to date.


LIQUIDITY AND CAPITAL RESOURCES

Management believes that cash expected to be generated from operations and
current cash reserves will not be sufficient for the Company to meet its
capital expenditures and working capital needs for its operations as
presently conducted.  The Company's future liquidity and cash requirements
will depend on a wide range of factors, including the level of business in
existing operations, expansion of facilities and possible acquisitions.  In
particular, if cash flows from operations are not sufficient, it will be
necessary for the Company to raise capital or seek additional financing.
While there can be no assurance that such raising of capital or seeking of
additional financing would be available in amounts and on terms acceptable
to the Company, management believes that such financing would likely be
available on acceptable terms.


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


 INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Shareholders Datastand Technologies,
Inc.


We have audited the consolidated balance sheet of Datastand
Technologies, Inc. (A Development Stage Company) as of December 31,
2002 and the related consolidated statements of operations, changes in
stockholders' (deficit) and cash flows for the years ended December
31, 2001 and 2002 and the period from inception (April 23, 1999) 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 audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Datastand Technologies, Inc. (A Development Stage Company) as of
December 31, 2002, and the results of its operations and its cash
flows for the years ended December 31, 2001 and 2002 and the period
from inception (April 23, 1999) 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 that
the Company will continue as a going concern. As discussed in Note 1
the Company has been in the development stage since inception. In
addition, the Company has incurred significant losses since inception
and has working capital and stockholders deficits. Realization of the
Company's assets is dependent upon the Company's ability to meet its
future financing requirements, and the success of future operations.
These factors raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include
any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classifications of liabilities
that might be necessary in the event that the Company cannot continue
in existence.



Stark Winter Schenkein & Co., LLP Certified Public Accountants
Denver, Colorado April 17, 2003



1.  Financial Statements.

		DATASTAND TECHNOLOGIES, INC.
               (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED BALANCE SHEET
                     DECEMBER 31, 2002

<TABLE>


                          ASSETS
<S>										<C>

CURRENT ASSETS
  Cash                                      					    $        54

PROPERTY AND EQUIPMENT, NET                                                                 722

                                                                      $                     776

          LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accrued expenses - officers                                         $                 478,342
  Accounts payable and accrued expenses                                                   3,486
  Bank overdraft									  1,014
  Loans payable - officers                                                                6,289
      Total current liabilities                                                         489,131


STOCKHOLDERS' (DEFICIT)
  Preferred stock, $.001 par value, 20,000,000
   shares authorized, none issued and outstanding                                                  -
  Common stock, $.001 par value, 80,000,000
   shares authorized, 18,314,600 shares
   issued and outstanding                                                                18,415
  Additional paid in capital                                                            458,768
  (Deficit) accumulated during the development stage                                   (951,817)
  Accumulated other comprehensive income:
    Currency translation adjustment                                                     (13,721)
                                                                                       (488,355)

                                                                      $                     776

</TABLE>



See the accompanying notes to the consolidated financial statements.


           DATASTAND TECHNOLOGIES, INC.
          (A DEVELOPMENT STAGE COMPANY)
      CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2002

<TABLE>

                                                                                  Inception to
                                                   December 31,     December 31,   December 31,
                                                       2001            2002           2002
<S>
REVENUE						<C>		    <C>		  <C>
   Net sales                                       $  29,905       $   16,980      $  50,285

OPERATING COSTS AND EXPENSES
   General and administrative                        217,981          202,323        749,428
   Non cash stock compensation                       224,000                -        234,000
   Depreciation and amortization                         800              800          3,335
                                                     442,781          203,123        986,763
OTHER EXPENSES
   Interest expense                                        -               -         15,639
                                                           -               -         15,639

NET (LOSS)                                          (412,876)       (186,598)       (951,817)

Other comprehensive income:
  Foreign currency translation adjustment             (2,699)         (2,455)        (13,721)

COMPREHENSIVE (LOSS)                               $(415,575)      $(188,598)      $(965,538)

PER SHARE INFORMATION (basic and fully diluted)

Weighted average common shares outstanding         16,885,925      16,381,540      17,695,850

(Loss) per share                                   $   (0.02)      $   (0.01)      $   (0.05)


</TABLE>

See the accompanying notes to the consolidated financial statements.


	DATASTAND TECHNOLOGIES, INC.

        (A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CHANGES OF STOCKHOLDERS' (DEFICIT)

FOR THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2002

<TABLE>


                                                                                      (Deficit) Accumula    Currency
                                                     Common Stock          Additional      During the      Translation
                                                 Shares       Amount    Paid in Capital Development Stage   Adjustment      Total
<S>						<C>          <C>       <C>		 <C>		  <C>         <C>
Shares issued at inception for cash             15,335,740    $  100     $        -        $         -      $     -      $   100

Cash capital contributions by shareholders		 -         -          2,500		     -		  -        2,500
Non cash capital contributions by shareholder		 -         -          3,774		     -		  -	   3,774
Reclassification of paid in capital			 -     6,274         (6,274)		     -		  -	       -
Acquisition of the net assets of MAS Acquisition
  Corp. VII                                       1,703,860       39		  -		     -		  -	      39
Currency translation adjustment				 -	   -		  -		     -	        (44)         (44)
Net (loss) for the period    				 -         - 		  -           (130,932)	          -      (130,932)
Balance December 31, 1999                        17,039,600    6,413 		  -           (130,932)          (44)    (124,563)

Cancellation of shares                            (460,000)	   -		  -		     -		  -	       -
Capital contribution of note payable                     -         -         90,300		     -		  -        90,300
Issuance of shares in settlement of note paya       125,000      125        136,005                  -              -     136,130
Issuance of shares for services                      10,000       10          9,990                  -              -      10,000
Reclassification of paid in capital                       -   10,167        (10,167)                 -              -           -
Currency translation adjustment                           -        -              -                  -         (8,523)     (8,523)
Net (loss) for the year                                   -        -              -           (221,866)             -    (221,866)
Balance December 31, 2000                        16,714,600   16,715        226,128           (352,798)        (8,567)   (118,522)

Currency translation adjustment                           -        -              -                  -         (2,699)     (2,699)
Issuance of shares for services                   1,600,000    1,600        222,400                  -              -     224,000
Net (loss) for the year                                   -        -              -           (412,876)             -    (412,876)


Balance December 31, 2001                        18,314,600 $ 18,315      $ 448,528         $ (765,674)     $ (11,266) $ (310,097)

Issuance of shares for cash			    100,000      100	     10,240		     -		    -	   10,240
Currency translation adjustment				  -        -              -                  -         (2,455) 	   (2,455)
Net (loss) for the year					  -        -              -           (186,143)  		 (186,143)
Balance December 31, 2002			 18,414,600  $18,415 	   $458,768          $(951,817)	     $(13,721)  $(488,355)


</TABLE>

See the accompanying notes to the consolidated financial statements.





               DATASTAND TECHNOLOGIES, INC.
              (A DEVELOPMENT STAGE COMPANY)
          CONSOLIDATED STATEMENTS OF CASH FLOWS
  FOR THE THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2002

<TABLE>


                                                                                         Inception to
                                                           December 31,    December 31,  December 31,
                                                               2001           2002          2002
<S>							  <C>            <C>            <C>
Net (loss)                                                 $ (412,876)    $ (186,143)    $  (951,817)
  Adjustments to reconcile net (loss) to net
   cash (used in) operating activities:
   Depreciation and amortization                                  800            800           3,335
   Operating expenses contributed to capital                        -              -           1,158
   Consulting fees paid with long-term note payable                 -              -          90,300
   Common stock issued for services                           224,000              -         234,000
   Interest expense paid with common shares                         -              -          11,130
   Currency translation adjustment                             (2,699)        (2,455)        (13,721)
Changes in assets and liabilities:
    Increase in accrued expenses - officers                   178,320        174,407         478,342
    Increase in accounts payable and accrued expenses           3,486              -           3,486
       Total adjustments                                      403,907        172,752         808,030
  Net cash (used in) operating activities                      (8,969)       (13,391)       (143,787)

Cash flows from investing activities:
  Acquisition of property and equipment                             -              -         (1,402)
  Net cash (used in) investing activities                           -              -         (1,402)

Cash flows from financing activities:
  Proceeds from loans payable                                       -              -         130,000
  Bank overdraft						    -          1,014	       1,014
  Repayment of loans payable                                        -              -          (5,000)
  Proceeds from loans payable - officers                            -		   -           9,722
  Repayment of loans payable - officers                             -              -          (3,433)
  Common stock issued for cash                                      -         10,340          10,440
  Capital contributions                                             -              -           2,500
  Net cash provided by financing activities                         -         11,354         145,243

Increase (decrease) in cash                                    (8,969)        (2,037)            54

Cash -  beginning of period                                    11,060          2,091              -

Cash - end of period                                       $    2,091      $      54      $      54


Supplemental cash flow information:
   Cash paid for interest                                  $        -      $       -      $      20
   Cash paid for income taxes                              $        -      $       -      $       -


Non cash investing and financing activities:
   Furniture and equipment contributed to capital          $        -      $       -      $    2,616
   Contribution of note payable to paid in capital         $        -      $  90,300      $   90,300
   Settlement of note payable and accrued interest with
     common stock                                          $        -      $ 136,130      $  136,130



</TABLE>


See the accompanying notes to the consolidated financial statements.


NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Organization

The Company was incorporated under the laws of the State of Nevada on
April 23, 1999 as Dimgroup Inc. and is in the development stage.
During 2001 the Company changed its name to Datastand Technologies,
Inc. The Company intends to operate as a web-based provider of
financial information.

During August 1999 the Company completed a reorganization with MAS
Acquisition Corp. VII (MAS) an Indiana corporation, whose assets
consisted of intangibles of $39. In conjunction therewith, MAS issued
15,335,640 shares of its restricted common stock for all of the issued
and outstanding common shares of the Company. This reorganization will
be accounted for as though it were a recapitalization of the Company
and sale by the Company of 1,703,960 shares of common stock in
exchange for the net assets of MAS.

Basis of Presentation

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern which
contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business. As noted above, the
Company is in the development stage and, accordingly, has yet not
generated substantial revenues from operations. Since its inception,
the Company has been substantially engaged in bringing its product and
services to a state of technical feasibility and commercial viability,
incurring substantial costs and expenses. As a result, the Company
incurred net losses through December 31, 2002 aggregating $951,817. In
addition, the Company's current liabilities exceed its current assets
by $489,077 and it has a stockholders' deficit of $488,355 at December
31, 2002. The Company's development activities since inception have
been financially sustained by a combination of contributions from the
founders and debt. The ability of the Company to continue as a going
concern is dependent upon its ability to raise additional capital from
the sale of common stock and, ultimately, the achievement of
significant operating revenues. The accompanying financial statements
do not include any adjustments that might be required should the
Company be unable to recover the value of its assets or satisfy its
liabilities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant intercompany
accounts and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company recognizes revenue when its products are delivered or
services are provided.

Property and Equipment

Property and equipment are depreciated or amortized using the
straight-line method over the following estimated useful lives:

   Furniture and office equipment	3 - 5 years

Advertising Costs

The Company expenses all costs of advertising as incurred. No
advertising costs were incurred during the periods presented.

Web Development Costs

The web site will comprise multiple features and offerings that are
currently under development, and it is anticipated that the offerings
will require future development and refinement. In connection with the
development of its products, the Company will incur external costs for
hardware, software, and consulting services, and internal costs for
payroll and related expenses of its technology employees directly
involved in the development. All hardware costs will be capitalized.
Purchased software costs will be capitalized in accordance with
Statement of Position 98-1 Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. All other costs will
be reviewed for determination of whether capitalization or expense as
product development cost is appropriate.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
December 31, 2002. The respective carrying value of certain on-
balance-sheet financial instruments approximated their fair values.
These financial instruments include cash, accounts payable and accrued
expenses and loans payable. Fair values were assumed to approximate
carrying values for these financial instruments because they are short
term in nature and their carrying amounts approximate fair values or
they are receivable or payable on demand.

Impairment of Long Lived Assets

Long lived assets and certain identifiable intangibles held and used
by the Company are reviewed for possible impairment whenever events or
circumstances indicate the carrying amount of an asset may not be
recoverable or is impaired.

Comprehensive Income

The Company follows Statement of Financial Accounting Standards
("SFAS") 130, "Reporting Comprehensive Income". SFAS No. 130
establishes standards for reporting and display of comprehensive
income and its components in the financial statements.

Segment Reporting

The Company follows SFAS 131, "Disclosures About Segments of an
Enterprise and Related Information." The Company operates as a single
segment and will evaluate additional segment disclosure requirements
as it expands its operations.

Foreign Currency Translation

The local currency (Canadian Dollar) is the functional currency for
the Company's operations. Assets and liabilities are translated using
the exchange rate in effect at the balance sheet date. Income and
expenses are translated at the average exchange rate for the year.
Translation adjustments are reported as a separate component of
stockholders' (deficit).

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for
recording the provision for income taxes. Deferred tax assets and
liabilities are computed based upon the difference between the
financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related asset
or liability is expected to be realized or settled. Deferred income
tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets
will not be realized, a valuation allowance is required to reduce the
deferred tax assets to the amount that is more likely than not to be
realized. Future changes in such valuation allowance are included in
the provision for deferred income taxes in the period of change.

Net (Loss) Per Common Share

The Company calculates net income (loss) per share as required by SFAS
128, "Earnings per Share." Basic earnings (loss) per share is
calculated by dividing net income (loss) by the weighted average
number of common shares outstanding for the period. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock
equivalents outstanding. During the periods presented common stock
equivalents were not considered as their effect would be anti
dilutive.

Recent Pronouncements

In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS 148 "Accounting for Stock-Based Compensation--Transition
and Disclosure--an amendment of SFAS 123." SFAS 148 provides
alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation
from the intrinsic value-based method of accounting prescribed by APB
25. As allowed by SFAS 123, the Company has elected to continue to
apply the intrinsic value-based method of accounting, and has adopted
the disclosure requirements of SFAS 123. The Company currently does
not anticipate adopting the provisions of SFAS 148.

In July 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS 146 provides new
guidance on the recognition of costs associated with exit or disposal
activities. The standard requires companies to recognize costs
associated with exit or disposal activities when they are incurred
rather than at the date of commitment to an exit or disposal plan.
SFAS 146 supercedes previous accounting guidance provided by the EITF
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)." EITF Issue No. 94-3 required
recognition of costs at the date of commitment to an exit or disposal
plan. SFAS 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. Early application is
permitted. The adoption of SFAS 146 by the Company is not expected to
have a material impact on the Company's financial position, results of
operations, or cash flows.

In April 2002, the FASB issued SFAS 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." Among other things, this statement rescinds
FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment
of Debt" which required all gains and losses from extinguishment of
debt to be aggregated and, if material, classified as an extraordinary
item, net of related income tax effect. As a result, the criteria in
APB Opinion No. 30, "Reporting the Results of Operations -- Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now
be used to classify those gains and losses. The provisions of SFAS 145
related to the classification of debt extinguishment are effective for
years beginning after May 15, 2002. The adoption of SFAS 145 by the
Company is not expected to have a material impact on the Company's
financial position, results of operations, or cash flows.

In November 2001, the EITF of the FASB issued EITF 01-9 "Accounting
for Consideration Given by a Vendor to a Subscriber (Including a
Reseller of the Vendor's Products)." EITF 01-9 provides guidance on
when a sales incentive or other consideration given should be a
reduction of revenue or an expense and the timing of such recognition.
The guidance provided in EITF 01-9 is effective for financial
statements for interim or annual periods beginning after December 15,
2001. The adoption of EITF 01-9 by the Company did not have a material
impact on the Company's financial statements.

In August 2001, the FASB issued SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 provides new
guidance on the recognition of impairment losses on long-lived assets
with definite lives to be held and used or to be disposed of and also
issued the definition of what constitutes a discontinued operation and
how the results of a discontinued operation are to be measured and
presented. SFAS 144 is effective for fiscal years beginning after
December 15, 2001. The adoption of SFAS 144 did not have a material
impact on the Company's financial position, results of operations, or
cash flows.

In June 2001, the FASB issued SFAS 143, "Accounting for Asset
Retirement Obligations." SFAS 143 requires the fair value of a
liability for an asset retirement obligation to be recognized in the
period that it is incurred if a reasonable estimate of fair value can
be made. The associated asset retirement costs are capitalized as part
of the carrying amount of the long-lived asset. SFAS 143 is effective
for fiscal years beginning after June 15, 2002. The adoption of SFAS
143 is not expected to have a material impact on the Company's
financial position, results of operations or cash flows.

In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets," which provides for non-amortization of goodwill and
intangible assets that have indefinite useful lives, annual tests of
impairments of those assets and interim tests of impairment when an
event occurs that more likely than not has reduced the fair value of
such assets. The statement also provides specific guidance about how
to determine and measure goodwill impairments, and requires additional
disclosure of information about goodwill and other intangible assets.
The provisions of this statement are required to be applied starting
with fiscal years beginning after December 15, 2001, and applied to
all goodwill and other intangible assets recognized in the financial
statements at that date. Goodwill and intangible assets acquired after
June 30, 2001 will be subject to the non-amortization provisions of
the statement. Early application is permitted for entities with fiscal
years beginning after March 15, 2001, provided that the first interim
financial statements had not been issued previously. The Company's
adoption of the provisions of SFAS 142 did not have a material impact
on the Company's financial position, results of operations or cash
flows.

In June 2001, the FASB issued SFAS 141, "Business Combinations," which
is effective for all business combinations initiated after June 30,
2001. SFAS 141 requires companies to account for all business
combinations using the purchase method of accounting, recognize
intangible assets if certain criteria are met, as well as provide
additional disclosures regarding business combinations and allocation
of purchase price. The adoption of SFAS 141 did not have a material
impact on the Company's financial position, results of operations or
cash flows.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	Furniture and office equipment	$       4,018 Less:
	accumulated depreciation	       3,296 $ 722

Depreciation expense was $800, $800 and $3,296 for the years ended
December 31, 2001 and 2002 and the period from inception to December
31, 2002.

NOTE 4 - LOANS PAYABLE

During the period from July through December, 1999 certain entities
made advances to the Company aggregating $48,000 of which $5,000 has
been repaid. During the year ended December 31, 2000 these entities
advanced an additional $82,000. The advances accrued interest at 10%
per annum, are unsecured and were payable on demand. During the year
ended December 31, 2000 these advances along with $11,130 in accrued
interest were converted into 125,000 shares of the Company's common
stock.

At December 31, 1999 the Company was indebted on a note payable to a
shareholder due in August 2001 in the amount of $90,300. During 2000
this note was forgiven and contributed to the capital of the Company.

NOTE 5 - STOCKHOLDERS' (DEFICIT)

At inception the Company issued 15,335,740 shares of its $.001 par
value stock to officers and directors for cash aggregating $100.

The shareholders of the Company contributed the following to the
capital of the Company during the year ended December 31, 1999.

	Furniture and office equipment	$      2,616 Payment of
	operating expenses	        1,158 Cash	2,500 $
	6,274

During February 2000 the Company affected a two for one forward stock
split. All share and per share amounts have been restated to give
effect to this split.

During the year ended December 31, 2000 the Company issued 10,000
shares of common stock in exchange for services valued at $10,000
which management believes is the fair value of the services provided.

During April 2000 460,000 of the shares of common stock issued
pursuant to the recapitalization described in Note 1 were returned to
the Company and cancelled.

During December 2001 the Company issued 1,600,000 shares of common
stock for services pursuant to a Form S-8. These shares were valued at
their fair market value on the date of issuance of $224,000.

During May 2002 the Company issued 100,000 shares of common stock for
cash aggregating $10,340 pursuant to a private placement.

NOTE 6 - RELATED PARTY TRANSACTIONS

During 1999 shareholders of the Company made non-interest bearing
advances aggregating $9,722 of which $3,433 has been repaid. The
balance of $6,289 is included as Loans payable - officers in the
accompanying balance sheet.

Through December 31, 2002 the Company has accrued $478,342 of unpaid
salaries due to officers.

NOTE 7 - INCOME TAXES

Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and
tax purposes in different periods. Deferred taxes are classified as
current or non-current, depending on the classification of assets and
liabilities to which they relate. Deferred taxes arising from
temporary differences that are not related to an asset or liability
are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.

The Company currently has net operating loss carryforwards aggregating
approximately $474,000, which expire through 2022. The deferred tax
asset of approximately $160,000 related to this carryforward has been
fully reserved. The difference between the net operating loss and the
accumulated deficit of approximately $478,000 relates to the accrued
salaries due to officers.

The provision for income taxes differs from the amount computed by
applying the statutory federal income tax rate to income before
provision for income taxes. The sources and tax effects of the
differences for the periods presented are as follows:

         Income tax provision at the federal statutory rate 34 %
         Effect of operating losses	 (34)% - %

NOTE 8 - COMMITMENTS

The Company has agreed to pay MAS Financial Corp. ("MFC"), an entity
previously related to MAS, a consulting fee consisting of cash
aggregating $5,000 and a non-interest bearing note in the amount of
$100,000 ($90,300 net of imputed interest see Note 4) due on August
10, 2001. The note was contributed to the capital of the Company
during 2000. In addition, the Company agreed to pay to MFC an
additional $30,000 upon the occurrence of certain future specified
events, which events have not occurred to date


Item 9.	Changes in and Disagreements With Accountants on
		Accounting and Financial Disclosure


None.


				Part III


Item 10.	Directors and Executive Officers of the Registrant



  The following persons are the Directors and Executive
Officers of the Company after the merger:


Name             Age              Position(s)
- - -------------  ---    -----------------------------------

Marc Cianfarani  34   Chairman of the Board, President & CEO

Nick Montesano   33   Chief Operating Officer and Director

Berto Napoleone  31   Executive V.P. and Director



MARC CIANFARANI

  Marc Cianfarani is one of the founders of Dimgroup.com and
has been Chairman of the Board of Directors, President and
CEO since March 1998. As President and CEO of Dimgroup, Marc
is responsible for program and product development, along
with systems and network management. Marc was co-founder and
director of CMN Consultants, an advocacy firm formed to
resolve workplace accident disputes from 1993 to 1998. Marc
successfully completed the Canadian Securities Course in
1989 and received an Honors degree in Economics from York
University in 1990.



NICK MONTESANO

Nick Montesano is one of the founders of Dimgroup.com and
has been Chief Operating Officer and Director since April
1999. Nick is responsible for Dimgroup's business strategy
and development. He will look to create strategic
relationships in the online finance sector and has played
a key role in the development of Dimgroup's B2B database
licensing products. Nick was co-founder and director of CMN
Consultants, an advocacy firm formed to resolve workplace
accident disputes from 1993 to 1999. At CMN, Nick was
responsible for business development including sales and
marketing. He was successful in assembling a sales team and
implementing a marketing strategy which made CMN a leader
in its field.

BERTO NAPOLEONE

Berto Napoleone is one of the founders of Dimgroup.com and
has been Executive Vice-President and Director since April
1999. At Dimgroup, Berto is responsible for the day to day
maintenance of the database. This includes implementing daily
changes, updating financial profiles and quality control.
Berto was co-founder and director of CMN Consultants, an
advocacy firm formed to resolve workplace accident disputes
from 1993 to 1999. Berto worked at the Workplace Safety and
Insurance Board from 1990 to 1993 and was responsible for the
issuance and compliance of government forms. He also made
decisions on initial requests by clients pertaining to
legislative authority.



Item 11.	Executive Compensation

  The Company may award stock options and cash bonus to key
employees, directors, officers and consultants under a stock
option plan not yet adopted as bonus based on service and
performance. The annual salaries of executive officers are
listed as follows:



Name and Principal Position               Annual Salary
- - ------------------------------------      -------------
[S]                                       [C]

Marc Cianfarani                           US$60,000

Nick Montesano                            US$60,000

Berto Napoleone                           US$60,000



Item 12.	Security Ownership of Certain Beneficial
	      Owners and Management




Name and Address           Number of Shares
of Beneficial Owner          Beneficially        Percent of
			       Owned		   Class
- - ----------------------  -------------------- --------------

Marc Cianfarani (1)(4)       5,019,880              27.2%
Chairman of the Board,
President and CEO

Nick Montesano (2)(4)        5,046,880              27.5%
Chief Operating Officer
and Director

Berto Napoleone (3)(4)       5,026,880              27.3%
Executive V.P. and
Director

All Officers and Directors  15,093,640               82%
(3 persons)
___________________________




(1) Includes a) 100,000 shares held by Maria Cianfarani,
mother of Marc Cianfarani, b) 100,000 shares held by Rob
Cianfarani, brother of Marc Cianfarani, c) 100,000 shares held
by Anthony Pizzonia, brother-in-law of Marc Cianfarani,
d) 100,000 shares held by Charlie Gallo, brother-in-law of
Marc Cianfarani, e) 100,000 shares held by Angelo Gallo, father-
in-law of Marc Cianfarani and f) 800,000 shares held by Grace
Cianfarani, wife of Marc Cianfarani.

(2) Includes a) 800,000 shares held by Jennifer Montesano,
wife of Nick Montesano, b) 100,000 shares held by Antonietta
Montesano, mother of Nick Montesano, c) 100,000 shares held
by Robert Montesano, brother of Nick Montesano, d) 100,000
shares to Lisa Montesano, sister of Nick Montesano, e) 100,000
shares held by Norma Giacco, mother-in-law of Nick Montesano,
f) 100,000 shares held by Mark Giacco, brother-in-law of Nick
Montesano and g) 100,000 shares held by Richard Giacco,
brother in law of Nick Montesano.

(3) Includes a) 300,000 shares held by Sandra Napoleone,
wife of Berto Napoleone, b) 100,000 shares held by Elia
Napoleone, mother of Berto Napoleone, c) 100,000 shares held
by David Napoleone, brother of Berto Napoleone, d) 100,000
shares held by Loreta Dirauso, sister of Berto Napoleone,
e) 100,000 shares held by Connie Galdame, sister of Berto
Napoleone, f) 100,000 shares held by Angela Mendolia,
mother-in-law of Berto Napoleone and g) 300,000 shares held
by Domenic Mendolia, brother-in-law of Berto Napoleone.

(4) The address for each officer/director is c/o Datastand
Technologies Inc., 415 Oakdale Road, Suite 224, Toronto, Ontario
M3N-1W7, Canada.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 14.  CONTROLS AND PROCEDURES
          ------------------

     We  maintain  a system of  controls  and  procedures  designed
     to  provide reasonable assurance as to the reliability of the
     financial statements and other disclosures  included  in this
     report as well as to the  safeguard  assets from unauthorized
     use or disposition.  However,  no cost effective  internal
     control system  will  preclude  all  errors  and
     irregularities,   and  management  is necessarily  required  to
     apply its  judgment  in  evaluating  the  cost-benefit
     relationship of possible  controls and procedures.

     We evaluate the effectiveness of the design and operation of our
     disclosure controls and procedures  under the  supervision  and
     with the  participation  of management,  including our chief
     executive officer and chief operating  officer, within  90 days
     prior  to the  filling  date of the  report.  Based  upon  that
     evaluation,  our chief executive  officer and chief operating
     officer concluded that our disclosure  controls and  procedures
     are effective in timely  alerting them to material  information
     required to be included in our periodic securities exchange
     commission  filings.  No significant changes were made to our
     internal controls  or  other  factors  that  could  significant
     effect  these  controls
subsequent to the date of their evaluation.


Item 15. EXHIBITS, FINANICAL STATEMENT SCHEDULES AND REPORTS
         ON 8-K

Exhibit NO. 99.1	Certification Pursuant to 18 U.S.C. Subsection
			1350 As Adopted Pursuant To Subsection 906 Of
			The Sarbanes-Oxley Act Of 2002, Marc Cianfarani,
			CEO and CFO.



SIGNATURES

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

Datastand Technologies, Inc

Date: May 14, 2003
				By: /s/ Marc Cianfarani
                                  ----------------------
                                  Chief Executive Officer



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


	I, Marc Cianfarani, Chief Executive Officer and Chief
	Financial Officer of Datastand Technologies Inc., certify
	that:

1.	I have reviewed this annual report on Form 10-KSB of Datastand
Technologies 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 annual 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 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 - 12 - 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.


Dated: 	May 14, 2003		 By: /s/ Marc Cianfarani
                                  ----------------------
                               Chief Executive Officer	and
                                Chief Financial Officer