SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (MARK ONE) X QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2002 TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ______________ COMMISSION FILE NUMBER: 000-30785 DSTAGE.COM, INC. (EXACT NAME OF SMALL BUSINESS REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 52-2195605 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1600 BROADWAY, SUITE 2400 80202 DENVER, COLORADO (Zip Code) (Address of principal executive offices) (303) 542-1802 Registrant's telephone number, including area code SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: (TITLE OF CLASS) COMMON STOCK, PAR VALUE $0.001 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of July 30, 2002, the Registrant had outstanding 15,171,601 shares of Common Stock, $0.001 par value, including 2,400,000 shares of treasury stock. 1 PART I The amendment to the 10-QSB filed on August 16, 2002 is being made to include the Certification of the Chief Executive Officers and the Chief Financial Officer. The financial statements and their accompanying notes previously filed in the 10-QSB on August 16, 2002, had no changes and are referenced herein. To view the previously filed financial statements, notes to financial statements and the Managements Discussion and Analysis you can go to www.sec.gov. 2 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Dstage.com, Inc. (the "Company") on Form 10-QSB for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank Maresca, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 16th day of August, 2002. /s/Frank Maresca Frank Maresca Chief Executive Officer 3 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Dstage.com, Inc. (the "Company") on Form 10-QSB for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jane Olmstead, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 16th day of August, 2002. /s/Jane Olmstead Jane Olmstead Chief Financial Officer 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has dully caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DSTAGE.COM, INC. Dated: August 16, 2002 By: /s/ Frank R. Maresca, Jr. Frank R. Maresca, Jr., Chief Executive Officer, Director /s/Jane Olmstead Jane Olmstead, Director, Interim Chief Financial Officer, Audit Committee Member 5