SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report September 30, 2002
(Date of Earliest Event Reported: September 20, 2002)
DSTAGE.COM, INC.
(EXACT NAME OF SMALL BUSINESS REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(State or other jurisdiction of Incorporation)
000-30785 52-2195605
(Commission File Number) (I.R.S. Employer Identification No.)
000-111-5818 7389 (BUSINESS SERVICES NEC)
(Central Index Key) Standard Industrial Classification
1600 BROADWAY, SUITE 2400 80202
DENVER, COLORADO (Zip Code)
(Address of principal executive offices)
(303) 542-1802
Registrant's telephone number, including area code
Item 1. Changes in Control of Registrant
N/A
Item 2. Acquisition or Deposition of Assets
N/A
Item 3. Bankruptcy or Receivership.
N/A
1
Item 4. Changes in Registrant's Certifying Accountant.
On September 20, 2002, Dstage.com, Inc. ("the Company") sent a letter to Gordon,
Hughes and Banks, LLP ("GH&B") via fax indicating the engagement of Ehrhardt
Keefe Steiner & Hottman PC ("EKS&H") as the Company's independent public
accountants for the fiscal year ending December 31, 2002. The Company was
subsequently informed by GH&B, via telephone, that they had not received the fax
indicating the engagement of EKS&H. On September 25, 2002, the Company sent the
fax again. The appointment of EKS&H was approved by the Company's Board of
Directors upon the recommendation of its Audit Committee.
GH&B's reports on the Company's consolidated financial statements for each of
the fiscal years ended December 31, 2001, 2000 and 1999 did not contain an
adverse opinion or disclaimer of opinion. The December 31, 2001, 2000 and 1999
reports were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the fiscal years ended December 31, 2001, 2000 and 1999 and through
September 25, 2002, there were no disagreements with GH&B on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to GH&B's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on the Company's consolidated financial statements for such years; and
there were no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
The Company has provided GH&B with a copy of the foregoing statements. Attached
as Exhibit 16.1 to this report is a copy of a letter from GH&B stating it found
no basis for disagreement with such statements.
During the fiscal years ended December 31, 2001, 2000 and 1999 and through the
date of the Board's decision, the Company did not consult EKS&H with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters reportable
events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 5. Other Events.
On September 12, 2002 the Board of Directors of Dstage.com, Inc., a Delaware
Corporation, approved a resolution whereby Lorenzo Carver would become Co-Chief
Executive Officer and Chief Financial Officer of the Company effective September
27, 2002. As Chief Financial Officer, Mr. Carver was to fill the position Audit
Committee Member Jane Olmstead held on an interim basis. On September 26, 2002
the Board moved to postpone the appointment of Mr. Carver indefinitely. An
announcement to this effect was issued on September 27, 2002, attached as
Exhibit 99.1.
On September 9, VedaLabs requested that the Company issue common stock to settle
a $250,000 payment remaining on Peer-to-Peer and Media Player technology
acquired by the Company from VedaLabs. On September 26, 2002 VedaLabs withdrew
their request, citing a swift drop in the Company's stock price. An announcement
to this effect was issued on September 27, 2002, attached as Exhibit 99.1.
On October 1, 2002 the Company prepared a press release denouncing unauthorized
faxes, emails and other unauthorized materials claiming to describe the Company
and its business prospects, attached as Exhibit 99.2.
Item 6. Resignation of Registrants Directors.
N/A
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired. Not Applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits.
2
Exhibit 16.1 - Letter from Gordon, Hughes and Banks, LLP to the Securities and
Exchange Commission dated September 30, 2002
Exhibit 99.1 - Press Release dated September 27, 2002
A copy of Dstage's press release is attached as Exhibit 99.1 hereto and
incorporated by reference herein. The press release filed as an exhibit to this
report includes "safe harbor" language pursuant to the Private Securities
Litigation Reform Act of 1995, as amended, indicating that certain statements
about the Company's business contained in the press release are
"forward-looking" rather than "historic." The press release also states that a
more thorough discussion of certain factors which may affect the Company's
operating results is included in the Company's filings with the Securities and
Exchange Commission.
Exhibit 99.2 - Press Release dated October 1, 2002
A copy of Dstage's press release is attached as Exhibit 99.2 hereto and
incorporated by reference herein. The press release filed as an exhibit to this
report includes "safe harbor" language pursuant to the Private Securities
Litigation Reform Act of 1995, as amended, indicating that certain statements
about the Company's business contained in the press release are
"forward-looking" rather than "historic." The press release also states that a
more thorough discussion of certain factors which may affect the Company's
operating results is included in the Company's filings with the Securities and
Exchange Commission.
EXHIBIT 16.1
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 included in the Form 8-K dated September 30, 2002 of
Dstage.com, Inc. to be filed with the Securities and Exchange Commission and
have found no basis for disagreement with the statements contained therein.
Gordon, Hughes & Banks, LLP
Greenwood Village, Colorado
September 30, 2002
3
EXHIBIT 99.1
SOURCE: Dstage.com, Inc.
Dstage Postpones Co-CEO/CFO Appointment of Founder, Defers Settlement of
VedaLabs Liability
DENVER--(BUSINESS WIRE)-September 27, 2002-Dstage.com, Inc. (OTC Bulletin Board:
DSTG - news), pioneers of a new approach to venture formation, today announced
that its Board of Directors has postponed the appointment of Lorenzo Carver, MS,
MBA as Co-Chief Executive Officer and CFO, indefinitely. The Company also
announced today that VedaLabs has withdrawn its request for stock in lieu of
cash to settle the $250,000 payment remaining on its Peer-To-Peer (P2P) and
Media Engine (VME) technology sold to Dstage.
``Given the swift drop in Dstage's stock price following our initial request,
settling the transaction in stock at this point would prove unattractive for
VedaLabs and unattractive for Dstage," according to VedaLabs Founder and
President Jason Hewitt.
About Dstage:
Dstage.com, Inc. was formed in October of 1999 to pursue a new approach to
venture formation and development. The Dstage model attempts to substantially
reduce burdensome cash requirements from the earliest stages of venture creation
and replace it with proven knowledge, expertise, technology and other forms of
"securitized" intellectual capital. To learn more about the Dstage approach to
venture formation and intellectual capital securitization, please email your
request to IR@dstage.com. For general information about the company, please
visit the Company's Investor Relations Center at WWW.DSTAGE.COM.
FORWARD LOOKING STATEMENT DISCLOSURE
In conjunction with the provisions of the Safe Harbor section of the Private
Securities Litigation Reform Act of 1995, this news release may contain
forward-looking statements pertaining to future anticipated projected plans,
performance and developments, as well as other statements relating to future
operations. All such forward-looking statements are necessarily only estimates
of future results and there can be no assurance that actual results will not
materially differ from expectation. Further information on potential factors
that could affect Dstage.com, Inc. is included in the Company's filings with the
Securities and Exchange Commission.
Contact:
Sue Perrault
Dstage.com, Inc.
(303) 542-1802
sue@dstage.com
4
E XHIBIT 99.2
SOURCE: Dstage.com, Inc.
Dstage Denounces Unauthorized Faxes And Emails Concerning The Company
DENVER--(BUSINESS WIRE)-October 1, 2002-Dstage.com, Inc. (OTC Bulletin Board:
DSTG - news), pioneers of a new approach to venture formation, today responded
to an apparent flurry of unauthorized faxes, emails and other materials claiming
to describe the company and its business prospects.
"We hope to make it clear to our investors, business partners and the public at
large that Dstage has never engaged, authorized, encouraged, paid for or
otherwise sought to induce the distribution of any fax or email attempting to
promote the company's stock," according to Dstage President Sue Perrault. "Our
policy since inception has been to wait patiently for sophisticated investors
capable of forming an opinion on our Company based on publicly available
information. While we do not know the intents or objectives of those
responsible for recent faxes or emails, we can assure you that their goals are
not consistent with those of the Company."
About Dstage:
Dstage.com, Inc. was formed in October of 1999 to pursue a new approach to
venture formation and development. The Dstage model attempts to substantially
reduce burdensome cash requirements from the earliest stages of venture creation
and replace it with proven knowledge, expertise, technology and other forms of
"securitized" intellectual capital." To learn more about the Dstage approach to
venture formation and intellectual capital securitization, please email your
request to IR@dstage.com. For general information about the company, please
visit the Company's Investor Relations Center at WWW.DSTAGE.COM.
FORWARD LOOKING STATEMENT DISCLOSURE
In conjunction with the provisions of the Safe Harbor section of the Private
Securities Litigation Reform Act of 1995, this news release may contain
forward-looking statements pertaining to future anticipated projected plans,
performance and developments, as well as other statements relating to future
operations. All such forward-looking statements are necessarily only estimates
of future results and there can be no assurance that actual results will not
materially differ from expectation. Further information on potential factors
that could affect Dstage.com, Inc. is included in the Company's filings with the
Securities and Exchange Commission.
Contact:
Sue Perrault
Dstage.com, Inc.
(303) 542-1802
sue@dstage.com
5
Item 8. Change in Fiscal Year.
N/A
Item 9. Regulation FD Disclosure.
N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dstage.com, Inc.
(Registrant)
/s/ Frank R. Maresca, CEO
Frank R. Maresca, CEO
October 1, 2002
6