SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                           For the fiscal year ended:
                                December 31, 2000
                             Commission File Number
                                    333-86711

                                 EtG Corporation
                                 ---------------
                 (Name of small business issuer in its charter)

            Nevada                                              87-0567854
            ------                                              ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification number)

                              1008 Mic-O-Say Circle
                          Blue Springs, Missouri 64015
               (Address of Principal Executive offices) (Zip Code)


                    Issuer's telephone number: (816) 220-1119
           Securities registered under Section 12(b) of the Act: None
           Securities registered under Section 12(g) of the Act: None


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     Yes  X   No ___


Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[ X ]

State issuer's revenues for the most recent fiscal year; $65,083.

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant as of March 29, 2001 was undetermined. No public market has been
established for the Company's common stock.

There were 23,210,000 shares of common stock $.001 par value outstanding as of
March 29, 2001.

Documents incorporated by reference: None

Transitional Small Business Format (check one); Yes ___; No  X

<PAGE>


Item 1. Description of Business

Introduction

     EtG Corporation was incorporated in the State of Nevada in 1996 using the
name "B & R Ventures, Inc." The Company later changed its name to EtG
Corporation. On March 28, 1999, the Company acquired all of the common stock of
Enjoy The Game, Inc., a company incorporated in the State of Missouri. That
company is now a wholly owned subsidiary. Before this acquisition, the Company
was not engaged in any business activities. The Company's principal executive
offices are at 1008 S.W. Mic-O-Say Circle, Blue Springs, Missouri 64015. Its
telephone number is (816) 220-1119.

The Company's Business

     The Company is a small media and merchandising company that promotes the
positive aspects of athletic competition. Its main focus is to educate athletes,
coaches, parents and fans on the value of athletics and how to enjoy the art of
playing the game. The Company anticipates that the groups that will benefit the
most from its concepts will be the youth sports groups as well as junior
high/middle schools and high school and collegiate athletic programs. The
Company uses videos, apparel and specialized merchandise to promote its theme of
enjoyable athletic competition. The President of the Company, William J. Stutz,
also makes live appearances at which he stresses the Company's philosophy. The
Company would also eventually like to branch out into the production of
different kinds of publications to promote its philosophy. These publications
might include magazines, newsletters, brochures and a full educational
curriculum package that includes instructional materials and a multi-sport
video. The Company expects that a large portion of its revenues will come from
the sale and licensing of its products.

Marketing Strategy and Proposed Plan of Operation

     The Company desires to teach youth the proper mindset for enjoyable and yet
competitive athletic competition. The overall approach to team sports, which the
Company believes should involve an attitude of cooperative enterprise that
strives towards a common goal, has, unfortunately, been replaced to a large
extent with a more selfish attitude and mindset that inhibits the enjoyment of
the team aspects of athletic competition and discourages participation in team
events to all but the most competitive athletes. The result is that a "what's in
it for me" attitude is becoming more prevalent. It is the Company's belief that
a market exists among coaches, athletic administrators and parents to teach the
basics of an enjoyable team experience. Initially aimed at the sports of
basketball and soccer, the Company intends to expand its efforts into other
teams sports, such as football, baseball, softball and volleyball. In order to
expand its reach and operations, its goal is to recruit local corporate sponsors
who already have in place marketing programs that attempt to reach junior
athletes. In addition, the Company will attempt to market all of its products
and services to sports organizations involved in the targeted sports.

     Association Marketing Program. The Company initially intends to market its
products and services to sports organizations related to the sport of
basketball. The lead product is expected to be videos. The Company is still
analyzing which marketing concept will be most effective, but anticipates that
the video will be marketed either through endorsement, partnership (alliance),
outright purchase of bulk order or some combination thereof. It has identified
organizations that are connected with the sport of basketball and which it
believes would be receptive to the idea of promoting better sportsmanship.

     The local Kansas City organizations range in size from as few as fifty to
several hundred participants while the large national organizations may have
several thousand participants. Many of these organizations have already been
contacted and it is the Company's expectation that the remainder will be
contacted within the coming months. For example, both the Greater Kansas City
Basketball Coaches and the Missouri Suburban Conference of Athletic Directors
have voted to endorse and use the Company's products and services. The
Independence Youth Athletic Association (Missouri) joined an alliance with us as
well as the Great American Basketball League in Johnson County, Kansas.

     During the Summer of 2000, ETG developed a School Program. The school's
Physical Education teacher teaches this program to all students. During the
fourth quarter it is being tested in Blue Springs, MO in conjunction with the
distribution of McDonalds coupons. Our desire would be for a national
partnership to be established with McDonalds.

<PAGE>


     Proposals have also been submitted to both the Kansas and Missouri State
Activities Associations to use the Company's products or services.

     Of the organizations that have not yet been approached, the Company intends
to contact the large national organizations, such as the NCAA over the course of
the next three months. The smaller organizations will be approached more quickly
based upon the time availability of Mr. Stutz. The exact strategy for
approaching each of these organizations has not been decided upon but is
expected to be determined on an ad hoc basis, based in large part on whether Mr.
Stutz has any contacts or relationships with any of the individuals who manage
these organizations. These approaches are expected to be both by phone if he
knows someone in the specific organization or by mail if he does not have a
contact in that organization.

     The primary selling point to youth groups will be for the organization to
see the value of educating their players, coaches, parents and fans on the
positive aspects of team competition and how to avoid the negative, selfish
aspects that have taken over the game. It is anticipated that the cost of the
video would be passed along to the organization's participating teams as an
inclusion to their registration fees. The organization, if it so chooses, could
also use the video as a source of independent revenue.

     The Company believes that the main selling point to interscholastic groups
is that its products and services are expected to complement such group's
ongoing sportsmanship and citizenship programs. For example, The National
Federation of State High School Activities Association has a
sportsmanship/citizenship program in place, but it is not aimed at any specific
sport (such as basketball) and is general in nature. In order to successfully
market the Company's products and services, it anticipates that it will
eventually need to make presentations to each state athletic administrators
association or their functional equivalent. These state associations are
expected to have a significant impact on the success of the Company's marketing
efforts because of their influence on their member schools. As of the year end
Mr. Stutz has presented at 5 State Athletic Directors Meetings, 2 State Coaches
Meetings and 7 Local sportsmanship events

     Stand-alone Marketing Program. Ancillary to the Company's sports
association marketing efforts, a stand-alone approach for its apparel,
merchandise and publications may be developed, although there can be no
assurance that such a program will ever be implemented or, if implemented,
become a successful marketing program. Such a program, if implemented, would be
expected to utilize some form of a national marketing campaign, possibly with a
national spokesman. The Company's apparel and merchandise, if sold nationally,
would most likely be distributed through direct mail, the Internet and/or
selected retail sites, such as college bookstores or specialty/resort shops. The
Company has not yet initiated any specific efforts in its stand-alone marketing
program. It may not do so in the future if it determines that a program of this
nature would be too costly given the Company's limited financial resources or
for other reasons that the Company cannot foresee or anticipate.

Products and Services

     In order to disseminate and promote its philosophy of sportsmanship and to
achieve its objective of educating the target market of athletes, coaches,
parents, and fans, the Company intends to focus on producing the following
products and services:

o    Videos - Quality video presentations that promote the Enjoy The Game
     philosophy are available for basketball and soccer. The Company also plans
     future videos covering Baseball/Softball, Football and Volleyball

o    Apparel - A specific Enjoy The Game line of apparel is available.
     Currently, this line includes several designs of T-shirts, polo shirts and
     ball caps.

o    Merchandise - Specific Enjoy The Game merchandise is available. Currently
     merchandise includes banners and water bottles.

o    Live Appearances - A live presentation has been developed and is delivered
     by the Company's president and founder, William J. Stutz. Mr. Stutz's
     presentation adds impact to the commitment of the Company's philosophy as
     he shares his love for people and sports.

<PAGE>


o    Publications. The types of publications currently under evaluation include
     magazines, newsletters, brochures and a full educational curriculum package
     for elementary schools that incorporates a multi-sport video, as well as
     instructional materials.

Trademarks

     The Company has obtained trademark protection from the United States Patent
Office for both "Enjoy the Game" and the slogan "Work Hard ... Have Fun". It
uses one or the other of these trademarks on virtually every item of merchandise
or apparel that it sell. The Company has not obtained any other trademarks and
has no patents, licenses, franchises, concessions or royalty agreements
involving any of its products or services.

Competition

     The Company believes that the industry within which it competes is highly
fragmented and comprised of numerous companies, many of whom are larger and have
more resources than the Company. On the other hand, it also believes it can
overcome its competitive disadvantages which are based upon its lack of size and
financial resources by emphasizing its unique message and by seeking to align
itself with corporate sponsors and other organizations who share its philosophy.

     Substantially all of the Company's competitors have, and potential future
competitors could have, substantially greater financial, marketing and other
resources than does the Company. They also have, or could have, greater name
recognition and market acceptance of their products and services. The Company
can give no assurance that its competitors will not develop new products and
services or enhancements to existing products and services that will offer
superior price or performance features. In such case, the Company may experience
significant price competition, which could have a material adverse effect on its
gross margins.

Regulation

     The Company's business is not regulated by any governmental agency and
approval from any governmental agency is not required for it to market or sell
its products. However, many of the youth organizations and virtually all of the
high schools and colleges to whom it intend to market its products and services
are regulated to some extent by governing boards or bodies which oversee the
activities of their member teams or schools. The National Collegiate Athletic
Association (NCAA) is an example of such an organization. Although regulation by
these entities can take different forms, the primary means by which they can
control the activities of their teams or individual participants is in the area
of eligibility. The Company has been extremely careful not to approach any teams
or individual members of teams to work with it, purchase its merchandise or
services or otherwise become involved with it without first clearing these
approaches with the appropriate sanctioning body. Moreover, its marketing
strategy has been to approach the sanctioning body first precisely because of
their ability to influence their member institutions. By becoming informed of
the Company's concept and what it has to offer, it is the Company's expectation
that these governing bodies might enhance the Company's ability to market its
products directly to their member institutions or teams.

Facilities

     The Company's offices are presently located in the Kansas City metropolitan
area at the home of William J. Stutz. Mr. Stutz does not charge the Company rent
for the use of this space and has no plans to do so in the future. The Company
anticipates that it may eventually become necessary to obtain suitable office
space in the Kansas City area after this offering if its planned activities
expand to the point where its present space becomes inadequate. If the Company
determines that new office space is desirable, it does not anticipate any
difficulties in obtaining new space.

<PAGE>


Employees

     The Company presently has two employees, William J. Stutz and Valerie M.
Stutz. Other than the possibility of hiring a part time administrative
assistant, the Company has no present plans to hire additional personnel in the
near future.


Item 2. Description of Property

     The Company's executive offices are located at 1008 Mic-O-Say Circle, Blue
Springs, Missouri 64015. The Company' President contributes office space and
warehouse space at no charge.

     The Company does not own or invest in, nor does the Company intend in the
future, to own or invest in real estate or interests in real estate, real estate
mortgages or securities of or interests in persons primarily engaged in real
estate activities.


Item 3. Legal Proceedings.

     The Company is not a party to any material pending or threatened legal
proceedings nor is any of its property subject to any such legal proceedings.


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

     No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended December 31, 2000, either through the
solicitation of proxies or otherwise.


                                     PART II

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

     There is no established public trading market for the Company's common
stock.

     The Company has not paid any dividends on its common stock and the Board of
Directors presently intends to continue a policy of retaining earnings, if any,
for use in the Company's operations and to finance expansion of its business.
The declaration and payment of dividends in the future, of which there can be no
assurance, will be determined by the Board of Directors in light of conditions
then existing, including earnings, financial condition, capital requirements and
other factors. There are no restrictions that currently materially limit the
Company's ability to pay dividends or which the Company reasonably believes are
likely to limit materially the future payment of dividends on common stock. On
March 29, 2001 , the Company had 45 shareholders of record.

<PAGE>


Item 6. Management's Discussion and Analysis of Financial Condition and Result
        of Operations.

Results of Operations for the year ended December 31, 2000.

     For the year ended December 31, 2000, the Company had revenues of $65,083,
cost of product sales of $26,336 and costs and expenses of $128,631, resulting
in a loss from operations of $89,884. For the year ended December 31, 1999, the
Company had revenues of $14,044, cost of product sales of $4,474 and costs and
expenses of $58,496, resulting in a loss from operations of $48,926. Management
expects that general and administrative expenses will continue at this increased
level in the year ending December 31, 2001 as the Company's operations expand
and sales and revenues increase.

Liquidity and Capital Resources.

     On December 31, 2000, the Company had $82,528 in current assets, including
$62,719 in cash. Total current liabilities at December 31, 2000 were $73,980,
resulting in net working capital of $8,548. Net cash used in operating
activities for the year ended December 31, 2000 was $92,660, compared to $23,698
for the year ended December 31, 1999. Net cash provided by financing activities
for the year ended December 31, 2000 was $139,096 compared to $25,944 for the
year ended December 31, 1999.

     In March of 2000, the Company completed an offering of its common stock.
Two hundred thousand shares were sold at a price of $1.00 per share, resulting
in gross proceeds of $200,000. Expenses of the offering were $41,755 and net
proceeds to the Company from the offering were $158,245. The Company used the
net cash proceeds to expand its operations and believes it continues to have
sufficient cash resources to execute its planned operations for the year ending
December 31, 2001, The Company does not have any plans for significant capital
or operating expenditures above their current levels.

Year 2000 Concerns

     The Company addressed the concerns of potential year 2000 computing
problems and incurred no significant problems or costs as a result of this
issue. The Company expects no problems from this issue in the future.


Item 7. Financial Statements.


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

     None.

<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

     The executive officers and directors of the Company and their ages are as
follows:

James R. Smith         62        President, Treasurer, Secretary and Director

William J. Stutz       40        President and Director of operating subsidiary

Valerie M. Stutz       39        Secretary and Director of operating subsidiary


     The Company's directors are elected to hold office until the next annual
meeting of shareholders and until their respective successors have been elected
and qualified. Officers are elected by the board of directors and hold office
until their successors are elected and qualified.

     The Company has no audit or compensation committee.

     James R. Smith was elected President, Secretary, Treasurer, and Director of
the Company on February 5, 2001. He has over 39 years business experience and
has demonstrated abilities in the areas of administration, management (budget,
personnel and facilities); both public and private company experience including
sales, service, business consulting, positive personnel interrelationships,
advertising and leadership. He has experience and the ability to develop a
business from development stage through implementation. His business enterprises
included creation and development of real estate ownership/partnerships, a
computer consulting company, a $1M physical fitness center, and two beverage
distribution companies. From 1984 until 1992, Mr. Smith was Vice President of
University Relations at Ottawa University. In 1992, Mr. Smith founded Frontier,
Inc., a local beverage distribution service operating in the Kansas City area.
In 1999, Mr. Smith established Tarus International, Inc. Mr. Smith is a graduate
of Ottawa University in Ottawa, Kansas, with a Bachelor of Science in physical
education and science. Later, he obtained a Master of Science degree in biology
and chemistry from Emporia State College, and also obtained an educational
administrative certification from the University of Kansas.

     William J. Stutz has been president, treasurer and a director of the
Company since 1998 and continues to hold those positions in the operating
subsidiary. Mr. Stutz was born and raised in Buffalo, NY. Mr. Stutz lettered in
three sports, golf, basketball and baseball as both a junior and a senior at
Baker-Victory High School in Lackawanna, NY. He received a basketball
scholarship to attend Villa Maria College of Buffalo, NY. While there he set new
basketball single season and career records for most field goals and points
scored. He received an Associates Degree in Graphic Communications. In 1980, he
continued his education, on another basketball scholarship, at Slippery Rock
State College of Pennsylvania. At Slippery Rock, he finished his last two years
of college basketball and played baseball during his senior year only. By the
conclusion of his college career in 1982, Mr. Stutz was a few credits short of
obtaining a Bachelor of Science Degree in Communication with an emphasis in
Public Relations.

     The pursuit of playing professional basketball took him to Panama and
Brazil. After receiving a contract to play in Brazil, the contract fell through
and he began working for Household Finance in October 1982. From 1984 until 1992
he served in various junior management positions with the J C Penney Company in
its catalog division, serving the last two years as a Quality Circle
Facilitator. In 1990, the Kansas City Chapter for the Fellowship of Christian
Athletes ("FCA") recognized Mr. Stutz as its Volunteer of the Year. In September
1992, Mr. Stutz joined FCA as the Kansas City Area Director. He stayed in that
position until May of 1999. Under his direction the FCA saw significant growth,
both in funding and in the FCA School Huddle Program. School Huddles, are
positive peer support groups for students that meet regularly on the campuses of
the schools and are based on Biblical principles. These groups are supported by
and receive resources from the FCA in their local area. School Huddles grew from
34 to 110; staff grew from 2 to 9 and the operating account balance went from
$5,000 in 1992 to $600,000 when he resigned. Since his resignation from FCA, he
has been a full time employee of the Company.

<PAGE>


     Valerie M. Stutz has been secretary and a director of the Company since
1998 and continues to hold those positions in the operating subsidiary. She
received her Bachelor of Science degree from Slippery Rock State College in
1982. While attending Slippery Rock, Mrs. Stutz was a cheerleader and she
competed in judo. Her junior year she received a silver medal and her senior
year a bronze medal from the East Coast Judo Association for her achievements in
its National Tournament. For the past 12 years she has spent the bulk of her
time raising her 4 children. She also teaches preschool, at Small Wonders in
Independence, Missouri three mornings a week. In April of 1999, Mrs. Stutz
became a certified Court Appointed Special Advocate, (CASA) for Jackson County,
Missouri. She has had no business experience for the last five years.

Willaim J. Stutz and Valerie M. Stutz are husband and wife.


Item 10. Executive Compensation

     Summary Compensation Table

     The following table provides certain summary information concerning
compensation paid to our chief executive officer since our inception. There were
no stock appreciation rights outstanding during the fiscal year ended December
31, 2000, nor are there any rights outstanding as of the date of this
prospectus.

<TABLE>
<CAPTION>

                   Annual Compensation                             Long-term Compensation
                   -------------------                             ----------------------
                                                                    Awards      Payouts
                                                                    ------      -------
                                                                  Securities   Long-Term
                                                                  Underlying   Incentive    All Other
Name and Principal      Fiscal     Salary   Bonus   Other Annual    Options     Payouts   Compensation
   Position              Year       ($)      ($)    Compensation      (#)         ($)         ($)
   --------              ----       ---      ---    ------------      ---         ---         ---
<S>                     <C>        <C>      <C>        <C>           <C>         <C>         <C>
William J. Stutz.........2000        0        0          0             0           0           0
       President         1999     $9,700      0          0             0           0           0


Valerie M. Stutz.........2000    $28,000      0          0             0           0           0
       Secretary         1999        0        0          0             0           0           0

</TABLE>

Employment Agreements

     There are no employment agreements with any of our officers or directors.
Mr. Smith, Mr. Stutz and Mrs. Stutz intend to receive annual salaries of $ 0,
$48,000 and $ 0 in the year ending December 31, 2001.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth the ownership of the Company's common stock
by each director, each of our executive officers and directors as a group, and
all persons known by the Company to own more than 5% of the Company's common
stock as of March 29, 2001.

                                         Beneficial Ownership
Name and Address (1)                   Shares        Percentage
--------------------                   ------        ----------

James R. Smith                      20,000,000          86.2
Sole director and officer              Direct
1236 E. Frontier Lane
Olathe, KS 66062

William J. Stutz and
Valerie M. Stutz                     2,010,000           8.7
1008 S.W. Mic-O-Say Circle             Direct
Blue Springs, Mo. 64015

<PAGE>


Item 12. Certain Relationships and Related Transactions.

     The Company's corporate offices are located at the personal residence of
William J. Stutz and Valerie M. Stutz. Under an oral agreement with Mr. and Mrs.
Stutz, the Company pays no rent for the use of this office space.

     On February 5, 2001 the Company issued 20,000,000 shares of its restricted
common stock to James R. Smith for total cash consideration of $20,000.

     On August 29, 1998 the Company issued 2,000,000 shares of its restricted
common stock to William J. Stutz for total cash consideration of $2,000.

     On March 28, 1999 the Company issued 5,000 shares of its restricted common
stock to William J. Stutz in exchange for 5,000 shares of the common stock of
Enjoy The Game, Inc., a Missouri corporation. At the same time, the Company also
issued 5,000 shares of its restricted common stock to Valerie M. Stutz in
exchange for 5,000 share of the common stock of Enjoy The Game, Inc. As a result
of these transactions, Enjoy The Game, Inc. became a wholly owned subsidiary of
the Company.

     On March 13, 1996 the Company issued 1,000,000 shares of its restricted
common stock to David N. Nemelka for total cash consideration of $1,000.


Item 13. Exhibits and Reports on Form 8-K.

(a)  Exhibits

      3.01    Articles of Incorporation (1)
      3.02    Bylaws(2)
     27.01    Financial Data Schedule

     (1)  Incorporated by reference to Exhibit 3.01 to the registration
          statement on Form SB-2 of Registrant filed with the Securities and
          Exchange Commission on September 8, 1999 (File No. 333-86711).

     (2)  Incorporated by reference to Exhibit 3.02 to the registration
          statement on Form SB-2 of Registrant filed with the Securities and
          Exchange Commission on September 8, 1999 (File No. 333-86711).

(b)  No reports on From 8-K were filed during the quarter ended December 31,
     2000. On February 5, 2001, Form 8K was filed to report the sale by the
     Company of 20,000,000 shares of restricted common stock.

<PAGE>


                                   SIGNATURES

     In accordance with Sections 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                      EtG Corporation

                                      By: /s/ James R. Smith
                                      ----------------------
                                      James R. Smith
                                      President and Principal Executive Officer

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

    Signatures                       Title                           Date
    ----------                       -----                           ----

/s/ James R. Smith             President, Director               April 12, 2001
-------------------            Principal Executive Officer
James R. Smith                 Principal Financial
                               and Accounting Officer


<PAGE>


EXHIBIT                                       METHOD OF FILING

  27.    FINANCIAL DATA SCHEDULE              Filed herewith electronically

<PAGE>


                                 EtG CORPORATION


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   Index to Consolidated Financial Statements

                                                                       Page
                                                                       ----


Independent auditor's report........................................   F-2

Consolidated balance sheet at December 31, 2000.....................   F-3

Consolidated statements of operations, for each of the two years
  ended December 31, 2000...........................................   F-4

Consolidated statement of changes in shareholders' equity
  for each of the two years ended December 31, 2000.................   F-5

Consolidated statements of cash flows, for each of the two years
  ended December 31, 2000...........................................   F-6

Notes to consolidated financial statements..........................   F-7




                                       F-1
<PAGE>


To the Board of Directors and Shareholders
EtG Corporation and subsidiary


                          Independent Auditors' Report


We have audited the accompanying consolidated balance sheet of EtG Corporation
and subsidiary (the "Company) as of December 31, 2000, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the two year period ended December 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
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 EtG Corporation and
subsidiary as of December 31, 2000, and the results of their operations and
their cash flows for each of the years in the two year period ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States.


/s/ Cordovano and Harvey, P.C.
------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
April 9, 2001


                                       F-2
<PAGE>


                                 EtG CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000



                                     ASSETS

Current assets:
      Cash .....................................................      $  62,719
      Accounts receivable ......................................          1,825
      Merchandise inventory, at lower of cost or market ........         17,984
                                                                      ---------

                 Total current assets ..........................         82,528

Equipment, at cost, net of accumulated
      depreciation of $2,179 ...................................            959

Intangible assets:
      Trademark, net of accumulated amortization
        of $635 (Note C) .......................................            830
                                                                      ---------


                                                                      $  84,317
                                                                      =========


                     LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
      Accounts and notes payable:
           Trade payables and accrued liabilities ..............      $  18,136
           Line of credit (Note D) .............................          6,795
           Notes payable, convertible into subsidiary
             common stock (Note E) .............................         40,000
      Accrued interest on notes payable ........................          9,049
                                                                      ---------


                        Total current liabilities ..............         73,980
                                                                      ---------


Shareholders' equity:
      Preferred stock, $0.001 par value;
       5,000,000 shares authorized, -0-
       issued and outstanding ..................................           --
      Common stock, $0.001 par value,
       50,000,000 shares authorized, 3,210,000
       issued and outstanding ..................................          3,210
      Additional paid-in capital ...............................        172,735
      Retained deficit .........................................       (165,608)
                                                                      ---------

                        Total shareholders' equity .............         10,337
                                                                      ---------

                                                                      $  84,317
                                                                      =========


           See accompanying notes to consolidated financial statements

                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                                   EtG CORPORATION
                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                                              For the Years Ended
                                                                  December 31,
                                                           --------------------------
                                                              2000            1999
                                                           -----------    -----------
<S>                                                        <C>            <C>
Revenues:
      Net product sales ................................   $    44,172    $    14,044
      Net service sales ................................        20,911           --
                                                           -----------    -----------
          Total revenue ................................        65,083         14,044

Costs and expenses:
      Cost of net product sales ........................        26,336          4,474
      General and administrative .......................       128,631         48,696
      Contributed rent and services (Note B) ...........          --            9,800
                                                           -----------    -----------
                                                               154,967         62,970
                                                           -----------    -----------
                  Loss from operations .................       (89,884)       (48,926)

      Interest income ..................................         1,269             49
      Interest (expense) ...............................        (6,152)        (6,039)
                                                           -----------    -----------

                  Loss before provision for income taxes       (94,767)       (54,916)

Income taxes (Note F):
      Current ..........................................        40,700         23,590
      Deferred .........................................       (40,700)       (23,590)
                                                           -----------    -----------
                  Net loss .............................   $   (94,767)   $   (54,916)
                                                           ===========    ===========

Net loss per basic common share ........................   $     (0.03)   $     (0.02)
                                                           ===========    ===========

Number of shares outstanding for purposes
      of computing net loss per
      basic and diluted share ..........................     3,166,712      3,010,000
                                                           ===========    ===========


             See accompanying notes to consolidated financial statements

                                         F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                        EtG CORPORATION
                                       CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY



                                              Preferred Stock         Common Stock         Additional
                                              ----------------     -------------------      Paid-In       Retained
                                               Shares   Amount     Shares       Amount      Capital       Deficit         Total
                                               ------   ------     ------       ------      -------       -------      ----------
<S>                                            <C>      <C>       <C>         <C>          <C>           <C>           <C>
            Balance, December 31 1998 ......     --     $ --      3,000,000   $    3,000   $    4,900    $  (15,925)   $   (8,025)

Acquisition of subsidiary
 under common control (Note B) .............     --       --         10,000           10          (10)         --            --
Office space and time and
 effort contributed by an officer ..........     --       --           --           --          9,800          --           9,800
Net loss for the year ......................     --       --           --           --           --         (54,916)      (54,916)
                                               ------   ------   ----------   ----------   ----------    ----------    ----------
            Balance, December 31, 1999 .....     --       --      3,010,000        3,010       14,690       (70,841)      (53,141)

Sale of common stock at @1.00 per share.....     --       --        200,000          200      199,800          --         200,000
Offering costs incurred.........                 --       --           --           --        (41,755)         --         (41,755)
Net loss for the year ......................     --       --           --           --           --         (94,767)      (94,767)
                                               ------   ------   ----------   ----------   ----------    ----------    ----------
            Balance, December 31, 2000 .....     --     $ --      3,210,000   $    3,210   $  172,735    $ (165,608)   $   10,337
                                               ======   ======   ==========   ==========   ==========    ==========    ==========




                                    See accompanying notes to consolidated financial statements

                                                               F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                   EtG CORPORATION
                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                For the Years Ended
                                                                    December 31,
                                                               ----------------------
                                                                 2000          1999
                                                               ---------    ---------
<S>                                                            <C>          <C>
Cash flows from operating activities:
      Net loss .............................................   $ (94,767)   $ (54,916)
      Adjustments to reconcile net loss to
      net cash used in operating activities:
           Depreciation and amortization ...................       1,338        1,338
           Contributed capital (Note B) ....................        --          9,800
                                                               ---------    ---------
                                                                 (93,429)     (43,778)

      Changes in current assets and liabilities:
           Accounts receivable, inventory
             and other current assets ......................      (6,057)      (9,773)
           Accounts payable and accrued expenses ...........       6,826       29,853
                                                               ---------    ---------
              Net cash flow (used in) operating activities .     (92,660)     (23,698)
                                                               ---------    ---------


Cash flows from financing activities:
      Proceeds from issuance of common stock ...............     200,000         --
      Offering costs incurred (Note F) .....................      (2,197)     (39,558)
      Borrowings on credit card ............................       3,793        3,002
      Proceeds from demand notes payable (Note D) ..........        --         70,000
      Repayment of demand notes payable (Note D) ...........     (62,500)      (7,500)
                                                               ---------    ---------
              Net cash flow provided by financing activities     139,096       25,944
                                                               ---------    ---------


Net change in cash .........................................      46,436        2,246

Cash at beginning of year ..................................      16,283       14,037
                                                               ---------    ---------

              Cash at end of year ..........................   $  62,719    $  16,283
                                                               =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the period for:
           Interest ........................................   $   4,078    $     386
                                                               =========    =========
           Income taxes ....................................   $    --      $    --
                                                               =========    =========


             See accompanying notes to consolidated financial statements

                                         F-6
</TABLE>
<PAGE>


                                 EtG CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A: Organization and summary of significant accounting policies

Description of operations

EtG Corporation (including subsidiary, the "Company") was incorporated in the
state of Nevada on March 13, 1996. On November 16, 1998, the Company changed its
name from B&R Ventures, Inc. The Company is a sports media and merchandising
business that promotes the positive aspects of athletic competition.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of EtG
Corporation and its wholly owned subsidiary, Enjoy the Game, Inc. All material
intercompany transactions have been eliminated in consolidation.

Financial instruments and cash equivalents

The Company's financial instruments consist of cash, accounts receivable, and
accounts payable, demand notes payable, and accrued liabilities. The carrying
value of these financial instruments approximates fair value because of their
short-term nature or because they bear interest at rates which approximate
market rates. For financial accounting purposes and the statement of cash flows,
cash equivalents include all highly liquid debt instruments purchased with an
original maturity of three months or less.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect certain reported amounts of assets and liabilities; disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements; and the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could differ from those estimates.

Accounts receivable

Management considers all accounts receivable collectible. Therefore, no
allowance for doubtful accounts receivable is reflected in the accompanying
financial statements.

                                       F-7
<PAGE>


                                 EtG CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Inventories

Inventories are stated at the lower of cost or market; cost being determined
principally by the use of the average-cost method, which approximates the
first-in, first-out method.

Income Taxes

The Company reports income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes", which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or liability and its reported amount on the consolidated
financial statements. Deferred tax amounts are determined by using the tax rates
expected to be in effect when the taxes will actually be paid or refunds
received, as provided under currently enacted law. Valuation allowances are
established when necessary to reduce the deferred tax assets to the amounts
expected to be realized. Income tax expense or benefit is the tax payable or
refundable, respectively, for the period plus or minus the change during the
period in the deferred tax assets and liabilities.

Equipment and depreciation

Equipment is stated at cost. Depreciation is computed over the estimated useful
life of the assets using the straight-line method. During the years ended
December 31, 2000 and 1999, the Company recorded depreciation expense of $1,046,
and $1,046 , respectively.

Earnings/(loss) per share

Basic earnings per share have been computed based on the weighted average of
number of common shares outstanding. However, the Company has treated as
outstanding for the entirety of all reporting periods, shares issued at
substantially less than the public offering price of $1.00 per share pursuant to
Securities and Exchange Commission policy.

Diluted earnings per share is not presented in the accompanying consolidated
financial statements as there are no common stock equivalents outstanding that
would result in dilution.

Advertising costs

The Company expenses advertising costs as incurred. Advertising expense was
$22,101 and $8,609 for the years ended December 31, 2000 and 1999, respectively.

Impairment of long-lived Assets

The Company follows Statement of Financial Accounting Standards ("SFAS") No.121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, which requires than an impairment loss be recognized when the
carrying amount of an asset exceeds the expected future undiscounted net cash
flows.

Revenue Recognition

Revenue for product sales is recognized at the time the product is delivered and
advertising revenue is earned as the advertisements are aired. Revenue from
speaking engagements is recognized after the speech is delivered.

                                       F-8
<PAGE>


                                 EtG CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B: Related party transactions

For all periods presented, the Company was a home-based business, with no
employees other than officers. An officer of the Company contributed office and
warehouse space at no charge. In addition, the officer contributed his time and
effort in the initial operations of the Company. The accompanying consolidated
financial statements reflect the estimated cost of the use of such space and the
estimated cost of such services with an offsetting credit to contributed
capital. During the years ended December 31, 2000 and 1999, the Company recorded
contributed capital totaling $0 and $9,800, respectively related to the rent and
services and the Company recorded compensation paid to officers of $28,000 and
$9,700, respectively.

Pursuant to the terms of a certain stock subscription agreement dated March 3,
1999, the two 50 percent shareholders of Enjoy the Game, Inc. ("EGI") exchanged
all of their shares in EGI for 10,000 shares of EtG Corporation ("ETG") common
stock. Upon the exchange of shares, EGI became a wholly owned subsidiary of ETG.
The former EGI shareholders held approximately 67 percent of the issued and
outstanding shares of ETG prior to the date of the Agreement. Accordingly, the
transaction has been accounted for as an exchange of shares of companies under
common control. This accounting treatment is similar to a
"pooling-of-interests". Common control was established on August 29, 1998. EGI
was incorporated in Missouri on May 28, 1998. The accompanying financial
statements have been presented on a consolidated basis as if common control was
established on May 28, 1998. For the period from May 28 through August 29, 1998,
EGI's transactions consisted only of organizational matters. The separate
financial statements of EGI for the period from May 28, 1998 (inception) through
August 28, 1998 have not been presented.

Note C: Trademark

Costs incurred to register the Company's trademark are capitalized in the
accompanying consolidated financial statements and are being amortized on the
straight-line basis over a period of 60 months. These costs include filing fees
and legal costs incurred in connection with the application and registration of
the trademark "Enjoy the Game" for videos and certain merchandise.

Amortization expense totaled $293 and $293, respectively, for the years ended
December 31, 2000 and 1999.

Note D: Line of credit

The Company has a $10,000 line of credit with a financial institution. The line
carries a fixed annual percentage rate of interest of 15.4 percent. The line
matures annually and requires a minimum payment that varies depending on the
available credit ($204 at December 31, 2000). The line is unsecured and is
guaranteed by the president of the Company. Finance charges for the year ended
December 31, 2000 were $720. The unused portion of the line of credit was $3,205
at December 31, 2000.

Note E: Notes payable

The Company issued promissory notes, due on demand, to certain investors in
order to provide the Company with working capital during its development stage.
However, certain of these promissory notes are convertible into a total of 2,496
shares of non-voting common stock of the subsidiary, EGI, at the rate of .0624
shares to the dollar. The notes are convertible beginning two years from the
date of issuance, at the option of the holder. In the event all of the notes are
converted into non-voting common stock of EGI; the holders would own an
aggregate of less than 20 percent of the common stock outstanding. Management
has classified, as current, all interest accrued on the notes. Notes payable at
December 31, 2000 follows on the next page:

                                       F-9
<PAGE>


                                 EtG CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Convertible into shares of EGI non-voting common stock
---------------------------------------------------------------------
Note payable to  individual,  with interest due on June 1, 1999
  and June 1, 2000 at 10 percent, unsecured, convertible into
  312 shares of Class "B" common stock of EGI .......................    $ 5,000
Note payable to individual, with interest due on June 2, 1999
  and June 2, 2000 at 10 percent, unsecured, convertible into
  312 shares of Class "B" common stock of EGI .......................      5,000
Note payable to individual, with interest due on June 9, 1999
  and June 9, 2000 at 10 percent, unsecured, convertible into
  312 shares of Class "B" common stock of EGI .......................      5,000
Note payable to individual, with interest due on July 23, 1999
  and July 23, 2000 at 10 percent, unsecured, convertible into
  312 shares of Class "B" common stock of EGI .......................      5,000
Note payable to individual, with interest due on August 18, 1999
  and August 18, 2000 at 10 percent, unsecured, convertible into
  312 shares of Class "B" common stock of EGI .......................      5,000
Note payable to individual, with interest due on August 28, 1999
  and August 28, 2000 at 10 percent, unsecured, convertible into
  312 shares of Class "B" common stock of EGI .......................      5,000
Note payable to corporation, with interest due on May 2, 2000
  and May 2, 2001 at 10 percent, unsecured, convertible into
  312 shares of Class "B" common stock of EGI .......................      5,000
Note payable to individual, with interest due on June 2, 2000
  and June 2, 2001 at 10 percent, unsecured, convertible into
  312 shares of Class "B" common stock of EGI .......................      5,000
                                                                         -------
                                      Total convertible notes payable    $40,000
                                                                         =======

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


                                      F-10
<PAGE>


                                 EtG CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note F: Income taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
follows for years ended December 31, 2000 and 1999 follows:

                                                   For the Years Ended
                                                       December 31,
                                                   ------------------
                                                    2000        1999
                                                    ----        ----

       U.S. statutory federal rate ..........      20.46%      20.46%
       State income tax rate, net ...........       5.01%       5.01%
       Deferred offering costs ..............      18.14%     -18.14%
       Other ................................      -0.66%      -0.66%
       NOL for which no tax
       benefit is currently available .......     -42.95%     -42.95%


                                                    0.00%       0.00%


The benefit for income taxes from operations consisted of the following
components at December 31, 2000: current tax benefit of $26,695 resulting from a
net loss before income taxes, and deferred tax expense of $26,695 resulting from
the valuation allowance recorded against the deferred tax asset resulting from
net operating losses. The change in the valuation allowance for the years ended
December 31, 2000 and 1999, were $40,700 and $23,590, respectively. Net
operating loss carryforwards at December 31, 2000 will begin to expire in 2019.
The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced; reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer impaired and the allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal Revenue Code, the Company's tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation
that could reduce or defer the utilization of those losses.

Note G: Shareholders' deficit

Preferred stock

The preferred stock may be issued in series as determined by the Board of
Directors. As required by law, each series must designate the number of shares
in the series and each share of a series must have identical rights of (1)
dividend, (2) redemption, (3) rights in liquidation, (4) sinking fund provisions
for the redemption of the shares, (5) terms of conversion and (6) voting rights.

Initial public offering

The Company sold 200,000 shares of its $.001 par value common stock to the
public at $1.00 per share. Legal, accounting, and printing costs incurred in
connection with the above initial public offering were deferred until the
proposed offering was closed. Upon closing, the deferred offering costs were
offset against the gross offering proceeds.

                                      F-11
<PAGE>


                                 EtG CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note H: Subsequent event, change in control

On February 5, 2001, the Company sold twenty million unregistered and restricted
shares of the company's common stock to an unrelated individual for the sum of
$20,000.




                                      F-12