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, 2005
                                       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.)

                           8333 Weston Road Suite 106
                           Woodbridge, Ontario L4L 8E2
           (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 [ ]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [x}

      As of April 4, 2006, the Registrant had outstanding 6,138,125 shares
of Common Stock.

<PAGE>

                                Table of Contents

Part I
------

Item 1   Business                                                             3

Item 2   Properties                                                           7

Item 3   Legal Proceedings                                                    8

Item 4   Submission of Matters to a Vote of Security Holders                  8

Part II
-------

Item 5   Market for Company's Common Equity and Related Stockholder Matters   8

Item 6   Management Discussion and Analysis of Financial Conditions and
          Results of Operations                                               9

Item 7   Financial Statements and Supplemental Data                          12

Item 8   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                               24

Item 8A  Controls and Procedures                                             24

Part III
--------

Item 9   Directors and Executive Officers of the Registrant                  24

Item 10  Executive Compensation                                              24

Item 11  Security Ownership of Certain Beneficial Owners and Management      25

Item 12  Certain Relationships and Related Transactions                      25

Item 13  Exhibits, Financial Statement Schedules, and Reports on Form 8-K    25

Item 14  Principal Accountant Fees and Services                              26

Signatures                                                                   27


                                       2

<PAGE>

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

Datastand is a technology company that developed Internet software and
distributes financial data.

Datastand's Financial Database contains fundamental corporate data on almost
3000 companies quoted on the OTC-BB and is provided in 28 fields of data.
Datastand can license the database content to customers in a variety of formats.
Key elements of our strategy include:

o 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.

o 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.

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

o 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

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.

SALES & MARKETING

Business Model
--------------

We can also license certain content and tools to third parties to generate
licensing revenues.

LICENSING

We can license our database and certain tools to third parties for
redistribution. We can provide our customers with customized database of our
proprietary company information.

COMPETITION

Our ability to compete depends on many factors, including:

o     the originality, timeliness, comprehensiveness and trustworthiness of our
      content and that of our competitors;

o     the cost of our services compared to our competitors;

o     the ease of use of services developed either by us or our competitors;

o     the usefulness of our tools;

o     the attractiveness of the demographic characteristics of our audience; and

o     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.

                                        3

<PAGE>

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-KSB, 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 losses since inception of 1,069,583, including a net loss of
$8,263 for the year ended December 31, 2005. We expect operating losses and
negative cash flow to carry on as we continue to incur significant operating
expenses.

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 such as:

o     seasonal trends relating to usage of our services

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.

FUTURE SUCCESS DEPENDENT ON OUR MANAGERIAL OPERATIONAL AND FINANCIAL RESOURCES

Our future success will 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.

                                        4

<PAGE>

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:

o     disruptions in service;

o     slower response times;

o     reduced customer satisfaction;

o     delays in the introduction of new products and services; or

o     vulnerability to attacks (including denial of service attacks) by third
      parties;

any of which could impair our reputation 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 HAVE NO INSURANCE TO PROTECT US FROM LEGAL CLAIMS

We may be subject to claims for defamation, negligence, or copyright or
trademark infringement based on the information we can license to third parties.
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.

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. Management has not 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.

                                        5

<PAGE>

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, 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 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

                                        6

<PAGE>

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. We cannot assure you that violation 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 8333 Weston Road, Suite 106,
Woodbridge, Ontario Canada, L4L-8E2. The lease is on a month to month term and
the rental payment is $107 per month payable in Canadian dollars.

                                        7

<PAGE>

Item 3. Legal Proceedings

There are no present or pending legal proceedings against the Company, 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, 2005.

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 "DSTT". The following chart sets forth the high and low closing
price for the Common Stock during the indicated periods.

                                         Low        High
                                        -----      -----
1-st Quarter 2005                       $0.30       0.40

2-nd Quarter 2005                       $0.30       0.42

3-rd Quarter 2005                       $0.15       0.30

4-th Quarter 2005                       $0.18      $0.65

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, 2005 the Common Stock was held of record by approximate 170
persons and entities including significant amounts of stock held in "street
name".

Because our common stock falls under the definition of "penny stock", trading in
our common stock is expected to be limited because broker-dealers are required
to provide their customers with disclosure documents prior to allowing them to
participate in transactions involving our common stock.

"Penny stocks" are equity securities with a market price below $5.00 per share
other than a security that is registered on a national exchange; included for
quotation on the Nasdaq system; or whose issuer has net tangible assets of more
than $2,000,000 and has been in continuous operation for greater than three
years. Issuers who have been in operation for less than three years must have
net tangible assets of at least $5,000,000.

                                        8

<PAGE>

Rules promulgated by the Securities and Exchange Commission under Section 15(g)
of the Exchange Act require broker-dealers engaging in transactions in penny
stocks, to first provide their customers with a series of disclosures and
documents, including:

--    a standardized risk disclosure document identifying the risks inherent in
      investment in penny stocks;

--    all compensation received by the broker-dealer in connection with the
      transaction;

--    current quotation prices and other relevant market data; and

--    monthly account statements reflecting the fair market value of the
      securities. In addition, these rules require that a broker-dealer obtain
      financial and other information from a customer, determine that
      transactions in penny stocks are suitable for such customer and deliver a
      written statement to such customer setting forth the basis for this
      determination.

Preferred Stock.

Shares of preferred stock may be issued by the Company from time to time in one
or more series with such designations, voting powers, if any, preferences and
relative, participating, optional or other special rights, and such
qualifications, limitations and restrictions, as are determined by resolution of
our Board of Directors. The issuance of preferred stock may have the effect of
delaying, deferring or preventing a change in control of our company without
further action by stockholders and could adversely affect the rights and powers,
including voting rights, of holders of common stock, with the Company acting in
accordance with its corporate charter, articles and by-laws. In certain
circumstances, the issuance of preferred stock could depress the market price of
the common stock. There are no shares of preferred stock outstanding.

Dividends.

We do not intend to pay dividends on our capital stock in the foreseeable
future.

Item 6. 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. Datastand Technologies, Inc.
undertakes no obligation to revise or publicly release the

                                        9

<PAGE>

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-QSB to be filed by the
Company in fiscal year 2005.

GENERAL

Datastand is a 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.

RESULTS OF OPERATIONS

Revenue for the year ended December 31, 2005 was $18,834 compared to a similar
total of $19,240 for 2004.

Operating expenses for the year ended December 31, 2005 were $25,030 compared to
$29,576 for 2004. The Company expects to have Operating
losses continue in the near future.

As of December 31, 2005, the Company had a cash overdraft balance of $973.

Net cash used in operating activities for the year ending December 31, 2005 was
$8,848 compared to $5,302 for the same period in 2004.

Net cash used in investing activities for the year ending December 31, 2005 was
$841 compared to $1,050 for the same period in 2004.

Net cash provided by financing activities for the year ending December 31, 2005
was $9,689 compared to $2,564 for the same period in 2004.

FUTURE OUTLOOK

The Company may consider any business opportunity that may involve a future
merger or acquisition with a private entity having an operating business which
may be providing opportunities, products or services in a different product or
service sector from that of the Company's, as a potential business combination
candidate. In the event of any possibility of future merger or acquisition there
may be probable change in control of the Company and share reorganization and
may involve significant changes made to the capitalization or stock ownership in
the Company.

                                       10

<PAGE>

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.

                                       11

<PAGE>

Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

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, 2005, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended December 31, 2005 and 2004, and the period from
inception (April 23, 1999) to December 31, 2005. 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 the auditing standards of the Public
Company Accounting Oversight Board (United States). 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, 2005, and
the results of its operations and its cash flows for the years ended December
31, 2005 and 2004, and the period from inception (April 23, 1999) to December
31, 2005, 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. 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
March 31, 2006

                                       12

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005

                            ASSETS

CURRENT ASSETS
   Accounts receivable                                          $     1,500
                                                                -----------
   Total current assets                                               1,500
                                                                -----------

PROPERTY AND EQUIPMENT, NET                                           1,519
                                                                -----------

                                                                $     3,019
                                                                ===========

            LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Bank overdraft                                               $       973
   Accounts payable and accrued expenses                              3,045
   Loan payable-officer                                               9,780
                                                                -----------
   Total current liabilities                                         13,798
                                                                -----------
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, 6,138,125 shares
     issued and outstanding                                           6,138
   Additional paid in capital                                     1,052,666
   (Deficit) accumulated during the development stage            (1,051,537)
   Accumulated other comprehensive income (loss):
      Currency translation adjustment                               (18,046)
                                                                -----------
                                                                    (10,779)
                                                                -----------
                                                                $     3,019
                                                                ===========

      See the accompanying notes to the consolidated financial statements.

                                       13

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND
         THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                Inception to
                                                                                December 31,
                                                      2005           2004           2005
                                                  ------------   ------------   ------------
<S>                                               <C>            <C>            <C>
REVENUE
   Net sales                                      $     18,834   $     19,240   $    106,529
                                                  ------------   ------------   ------------

OPERATING COSTS AND EXPENSES
   General and administrative                           24,710         29,078        903,403
   Non cash stock compensation                               -              -        234,000
   Depreciation and amortization                           320            498          4,953
                                                  ------------   ------------   ------------
                                                        25,030         29,576      1,142,356
                                                  ------------   ------------   ------------

OPERATING (LOSS)                                        (6,196)       (10,336)    (1,035,827)
                                                  ------------   ------------   ------------

OTHER EXPENSES
   Interest expense                                         71              -         15,710
                                                  ------------   ------------   ------------
                                                            71              -         15,710
                                                  ------------   ------------   ------------

NET (LOSS)                                              (6,267)       (10,336)    (1,051,537)

Other comprehensive income:
   Foreign currency translation adjustment              (1,996)          (955)       (18,046)
                                                  ------------   ------------   ------------

COMPREHENSIVE (LOSS)                              $     (8,263)  $    (11,291)  $ (1,069,583)
                                                  ============   ============   ============

PER SHARE INFORMATION (basic and fully diluted)

Weighted average common shares outstanding           6,138,125      6,138,125      6,002,146
                                                  ============   ============   ============

(Loss) per share                                  $      (0.00)  $      (0.00)  $      (0.17)
                                                  ============   ============   ============
</TABLE>

      See the accompanying notes to the consolidated financial statements.

                                       14

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES OF STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                            Common stock                          (Deficit) Accumulated     Currency
                                       ----------------------      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    5,111,880   $      100   $             -   $                   -   $         -   $       100

Cash capital contributions by
  shareholders                                 -            -             2,500                       -             -         2,500
Non cash capital contributions by
  shareholders                                 -            -             3,774                       -             -         3,774
Reclassification of paid in capital            -        5,541            (5,541)                      -             -             -
Acquisition of the net assets of MAS
   Acquisition Corp. VII                 567,912           39                 -                       -             -            39
Currency translation adjustment                -            -                 -                       -           (44)          (44)
Net (loss) for the period                      -            -                 -                (130,932)            -      (130,932)
                                       ---------   ----------   ---------------   ---------------------   -----------   -----------
Balance December 31, 1999              5,679,792        5,680               733                (130,932)          (44)     (124,563)

Cancellation of shares                  (153,333)        (153)              153                       -             -             -
Capital contribution of note payable           -            -            90,300                       -             -        90,300
Issuance of shares in settlement of
  note payable                            41,667           42           136,088                       -             -       136,130
Issuance of shares for services            3,333            3             9,997                       -             -        10,000
Currency translation adjustment                -            -                 -                       -        (8,523)       (8,523)
Net (loss) for the year                        -            -                 -                (221,866)            -      (221,866)
                                       ---------   ----------   ---------------   ---------------------   -----------   -----------
Balance December 31, 2000              5,571,459        5,572           237,271                (352,798)       (8,567)     (118,522)

Currency translation adjustment                -            -                 -                       -        (2,699)       (2,699)
Issuance of shares for services          533,333          533           223,467                       -             -       224,000
Net (loss) for the year                        -            -                 -                (412,876)            -      (412,876)
                                       ---------   ----------   ---------------   ---------------------   -----------   -----------
Balance December 31, 2001              6,104,792        6,105           460,738                (765,674)      (11,266)     (310,097)

Issuance of shares for cash               33,333           33            10,307                       -             -        10,340
Currency translation adjustment                -            -                 -                       -        (2,455)       (2,455)
Net (loss) for the year                        -            -                 -                (186,143)            -      (186,143)
                                       ---------   ----------   ---------------   ---------------------   -----------   -----------
Balance December 31, 2002              6,138,125        6,138           471,045                (951,817)      (13,721)     (488,355)

Currency translation adjustment                -            -                 -                       -        (1,374)       (1,374)
Contribution of amounts due to
  officers                                     -            -           575,621                       -             -       575,621
Net (loss) for the year                        -            -                 -                 (83,117)            -       (83,117)
                                       ---------   ----------   ---------------   ---------------------   -----------   -----------
Balance December 31, 2003              6,138,125        6,138         1,046,666              (1,034,934)      (15,095)         2,775

Currency translation adjustment                -            -                 -                       -          (955)         (955)
Contribution of amounts due to
  officers                                     -            -             6,000                       -             -         6,000
Net (loss) for the year                        -            -                 -                 (10,336)            -       (10,336)
                                       ---------   ----------   ---------------   ---------------------   -----------   -----------
Balance December 31, 2004              6,138,125        6,138         1,052,666              (1,045,270)      (16,050)       (2,516)

Currency translation adjustment                -            -                 -                       -        (1,996)       (1,996)
Net (loss) for the year                        -            -                 -                  (6,267)            -        (6,267)
                                       ---------   ----------   ---------------   ---------------------   -----------   -----------
Balance December 31, 2005              6,138,125   $    6,138   $     1,052,666   $          (1,051,537)  $   (18,046)  $   (10,779)
                                       =========   ==========   ===============   =====================   ===========   ===========
</TABLE>

      See the accompanying notes to the consolidated financial statements.

                                       15

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND
         THE PERIOD FROM INCEPTION (APRIL 23, 1999) TO DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                      Inception to
                                                                        December 31,   December 31,    December 31,
                                                                           2005            2004           2005
                                                                        ------------   ------------   -------------
<S>                                                                     <C>            <C>            <C>
Net (loss)                                                              $     (6,267)  $    (10,336)  $   1,051,537
                                                                        ------------   ------------   -------------
   Adjustments to reconcile net (loss) to net
     cash provided by (used in) operating activities:
      Depreciation and amortization                                              320            498           4,914
      Operating expenses contributed to capital                                    -              -           1,197
      Consulting fees paid with long-term note payable                             -              -          90,300
      Common stock issued for services                                             -              -         234,000
      Interest expense paid with common shares                                     -              -          11,130
      Officer salaries contributed to capital                                      -          4,500          94,500
      Currency translation adjustment                                         (1,996)          (955)        (18,046)
Changes in assets and liabilities:
        Increase in accounts receivable                                       (1,500)             -          (1,500)
        Increase in accrued expenses - officers                                    -              -         478,342
        Increase (decrease) in accounts payable and accrued expenses             595            991           3,045
                                                                        ------------   ------------   -------------
         Total adjustments                                                    (2,581)         5,034         897,882
                                                                        ------------   ------------   -------------
   Net cash provided by (used in) operating activities                        (8,848)        (5,302)       (153,655)
                                                                        ------------   ------------   -------------
Cash flows from investing activities:
   Acquisition of property and equipment                                        (841)        (1,050)         (3,817)
                                                                        ------------   ------------   -------------
   Net cash (used in) investing activities                                      (841)        (1,050)         (3,817)
                                                                        ------------   ------------   -------------
Cash flows from financing activities:
   Proceeds from loans payable                                                     -              -         130,000
   Bank overdraft                                                                (91)         1,064             973
   Repayment of loans payable                                                      -              -          (5,000)
   Proceeds from loans payable - officers                                      9,780              -          20,492
   Repayment of loans payable - officers                                           -              -          (3,433)
   Capital contributions                                                           -          1,500           4,000
   Common stock issued for cash                                                    -              -          10,440
                                                                        ------------   ------------   -------------
   Net cash provided by (used in) financing activities                         9,689          2,564         157,472
                                                                        ------------   ------------   -------------

Increase (decrease) in cash                                                        -         (3,788)              -

Cash - beginning of period                                                         -          3,788               -
                                                                        ------------   ------------   -------------

Cash - end of period                                                    $          -   $          -   $           -
                                                                        ============   ============   =============
Supplemental cash flow information:
   Cash paid for interest                                               $         71   $          -   $          91
   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
   Contribution of accrued expenses to capital                          $          -   $          -   $     575,621
   Settlement of note payable and accrued interest with
     common stock                                                       $          -   $          -   $     136,130
</TABLE>

      See the accompanying notes to the consolidated financial statements.

                                       16

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

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 5,111,880 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 567,912 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, 2005 aggregating $1,051,537. 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.

                                       17

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

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

In general, the Company records revenue when persuasive evidence of an
arrangement exists, services have been rendered or product delivery has
occurred, the sales price to the customer is fixed or determinable, and
collectability is reasonably assured.

For the year ended December 31, 2005, one customer represented all of the
Company's revenues.

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, 2005. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash (bank
overdraft) and accounts payable and accrued expenses. 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.


                                       18

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

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 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' equity.

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.

                                       19

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Recent Pronouncements

In November 2004, the FASB issued SFAS 151, "Inventory Costs." SFAS 151 amends
the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage) under the guidance in ARB 43, Chapter 4,
"Inventory Pricing." Paragraph 5 of ARB 43, Chapter 4, previously stated that
"...under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges...." This Statement requires that those
items be recognized as current-period charges regardless of whether they meet
the criterion of "so abnormal." In addition, this Statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management does not expect adoption of SFAS 152 to have a material impact on the
Company's financial statements.

In December 2004, the FASB issued SFAS 152, "Accounting for Real Estate
Time-Sharing Transactions." The FASB issued this Statement as a result of the
guidance provided in AICPA Statement of Position (SOP) 04-2, "Accounting for
Real Estate Time-Sharing Transactions." SOP 04-2 applies to all real estate
time-sharing transactions. Among other items, the SOP provides guidance on the
recording of credit losses and the treatment of selling costs, but does not
change the revenue recognition guidance in SFAS 66, "Accounting for Sales of
Real Estate," for real estate time-sharing transactions. SFAS 152 amends
Statement 66 to reference the guidance provided in SOP 04-2. SFAS 152 also
amends SFAS 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that SOP 04-2 provides the relevant guidance on
accounting for incidental operations and costs related to the sale of real
estate time-sharing transactions. SFAS 152 is effective for years beginning
after June 15, 2005, with restatements of previously issued financial statements
prohibited. Management does not expect adoption of SFAS 152 to have a material
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets,"
an amendment to Opinion No. 29, "Accounting for Nonmonetary Transactions."
Statement 153 eliminates certain differences in the guidance in Opinion No. 29
as compared to the guidance contained in standards issued by the International
Accounting Standards Board. The amendment to Opinion No. 29 eliminates the fair
value exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in periods beginning after December 16,
2004. Management does not expect adoption of SFAS 153 to have a material impact
on the Company's financial statements.

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment." SFAS
123(R) amends SFAS 123, "Accounting for Stock-Based Compensation," and APB
Opinion 25, "Accounting for Stock Issued to Employees." SFAS 123(R) requires
that the cost of share-based payment transactions (including those with
employees and non-employees) be recognized in the financial statements. SFAS
123(R) applies to all share-based payment transactions in which an entity
acquires goods or services by issuing (or offering to issue) its shares, share
options, or other equity instruments (except for those held by an ESOP) or by

                                       20

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

incurring liabilities (1) in amounts based (even in part) on the price of the
entity's shares or other equity instruments, or (2) that require (or may
require) settlement by the issuance of an entity's shares or other equity
instruments. This statement is effective (1) for public companies qualifying as
SEC small business issuers, as of the first interim period or fiscal year
beginning after December 15, 2005, or (2) for all other public companies, as of
the first interim period or fiscal year beginning after June 15, 2005, or (3)
for all nonpublic entities, as of the first fiscal year beginning after December
15, 2005. Management is currently assessing the effect of SFAS No. 123(R) on the
Company's financial statements.

In March 2005, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 107 (SAB 107), which provides guidance regarding the
interaction of SFAS 123(R) and certain SEC rules and regulations. The new
guidance includes the SEC's view on the valuation of share-based payment
arrangements for public companies and may simplify some of SFAS 123(R)'s
implementation challenges for registrants and enhance the information investors
receive.

In March 2005, the FASB issued FIN 47, "Accounting for Conditional Asset
Retirement Obligations," which clarifies that the term "conditional asset
retirement obligation" as used in SFAS 143, "Accounting for Asset Retirement
Obligations," refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future even that may or may not be within the control of the entity. FIN 47
requires an entity to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably estimated. FIN
47 is effective no later than the end of the fiscal year ending after December
15, 2005. Management does not believe that FIN 47 will have a material impact on
the Company's financial statements.

In August 2005, the FASB issued SFAS 154, "Accounting Changes and Error
Corrections." This statement applies to all voluntary changes in accounting
principle and to changes required by an accounting pronouncement if the
pronouncement does not include specific transition provisions, and it changes
the requirements for accounting for and reporting them. Unless it is
impractical, the statement requires retrospective application of the changes to
prior periods' financial statements. This statement is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

      Furniture and office equipment                  $ 6,433
      Less: accumulated depreciation                    4,914
                                                      -------
                                                      $ 1,519
                                                      =======

Depreciation expense was $320, $498 and $4,914 for the years ended December 31,
2005 and 2004 and the period from inception to December 31, 2005.

                                       21

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 4 - LOAN PAYABLE - OFFICER

The balance represents short-term advances to the Company. The advances are
non-interest bearing and are due on demand.

NOTE 5 - STOCKHOLDERS' EQUITY

During November 2004 the Company effected a one for three reverse stock split
and 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 these
splits.

At inception the Company issued 5,111,880 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 the year ended December 31, 2000, the Company issued 3,333 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 153,333 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 533,333 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 33,333 shares of common stock for cash
aggregating $10,340 pursuant to a private placement.

During December 2003 officers of the Company contributed an aggregate of
$575,621 in unpaid salaries and other amounts due to them to the Capital of the
Company.

During 2004 certain officers contributed an aggregate of $4,500 in services and
$1,500 in cash to the capital of the Company.

NOTE 6 - 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

                                       22

<PAGE>

                          DATASTAND TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

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 $237,000, which expire through 2024. The deferred tax asset of
approximately $81,000 related to this carryforward has been fully reserved. The
difference between the net operating loss and the accumulated deficit of
approximately $814,000 relates to accrued salaries due to officers, which was
contributed to the Company's capital.

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)%
                                                          ---
                                                            -%
                                                          ===


                                       23

<PAGE>

Item 8.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure

None.

Item 8A. 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 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
relatinoship of possible controls and procedures.

As of December 31, 2005, an evaluation was performed under the supervision and
with the participation of the Company's management, including the CEO and CFO of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on that evaluation, the Company's management,
including the CEO and CFO, concluded that the Company's disclosure controls and
procedures were effective as of December 31, 2005. There has not been any change
in the Company's internal controls during the Company's last fiscal quarter that
has materially affected or is reasonably likely to materially affect internal
controls over financial reporting as of December 31, 2005.

Part III
--------

Item 9. Directors and Executive Officers of the Registrant

The following persons are the Directors and Executive Officers:

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

Nick Montesano     36   Chairman of the Board, CEO and CFO

NICK MONTESANO

Nick Montesano is one of the founders of Datastand Technologies, Inc. and has
been serving as both Chief Executive Officer and Chief Financial Officer since
December 11, 2003. Prior to December 11, 2003, Mr. Montesano served as Chief
Operating Officer and Director from April 1999. Nick is responsible for
Datastand'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 Datastand'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.

Item 10. Executive Compensation

The Company has suspended the payment of salaries to its officers. It 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.

                                       24

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of December 31, 2005 the beneficial ownership
of the common stock: (i) by each stockholder known by the Company to
beneficially own more than 5% of the common stock (ii) by each director of the
Company (iii) by the Company's chief executive officer and (iv) by all executive
officers and directors of the Company as a group.

Nick Montesano
Chief Executive Officer
And Chief Financial Officer           192,676        3.2%

Director and Officer (1 person)       192,676        3.2%

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

Item 13: Exhibits and Reports on 8-K

     (a)  The following exhibits are incorporated as part of this 10KSB annual
report:

     3.1  Company's Articles of Incorporation, previously filed in the Company's
          Form SB2 filed on May 2, 2000, and incorporated herein by reference.

     3.2  Company's By-Laws, previously filed in the Company's Form SB2 filed on
          May 2, 2000 and incorporated herein by reference.

     3.3  Company's Articles of Merger, previously filed in the Company's Form
          SB2 filed on May 2, 2000, and incorporated herein by reference.

     31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

     31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

     32.1 Section 1350 Certification.

     (b)  Reports on Form 8-K.

     None

                                       25

<PAGE>

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company's board of directors reviews and approves audit and permissible
non-audit services performed by its independent accountants, as well as the fees
charged for such services. In its review of non-audit service fees and its
appointment of Stark Winter Schenkein & Co., LLP as the Company's independent
accountants, the board of directors considered whether the provision of such
services is compatible with maintaining independence. All of the services
provided and fees charged by Stark Winter Schenkein & Co., LLP in 2005 were
approved by the board of directors.

Audit Fees

The aggregate fees billed by for professional services for the audit of the
annual financial statements of the Company and the reviews of the financial
statements included in the Company's quarterly reports on Form 10-QSB for 2005
and 2004 were $9,000 and $7,750, respectively, net of expenses.

Audit-Related Fees

There were no other fees billed by during the last two fiscal years for
assurance and related services that were reasonably related to the performance
of the audit or review of the Company's financial statements and not reported
under "Audit Fees" above.

Tax Fees

There were no fees billed during the last two fiscal years for professional
services rendered for tax compliance.

All Other Fees

There were no other fees billed by during the last two fiscal years for products
and services provided.

                                       26

<PAGE>

                                   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: April __, 2006

                                  By: /s/  Nick Montesano
                                  ---------------------------
                                  Chief Executive Officer and
                                  Chief Financial Officer


                                       27