10KSB: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB

Annual Report Under Section 13 or 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended

December 31, 2003

Commission File #333-104815

CORPORATE ROAD SHOW.COM INC.
(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation or organization)

11-3516358
(IRS Employer Identification Number)

80 ORVILLE DRIVE SUITE 100 BOHEMIA, NEW YORK 11716

(Address of principal executive offices)
Registrant's telephone number, including area code: (631) 244-1555


(Former name, former address and former fiscal year, if
changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.0001 par value

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 |_|


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated


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by reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. ( )

Revenues for year ended December 31, 2003: $84,595

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of March 22, 2004, was: $0.

Number of shares of the registrant's common stock outstanding as of March 22,
2004 is: 5,730,000

Transfer Agent as of March 22, 2004:

Olde Monmouth Stock Transfer Co., Inc.
77 Memorial Parkway, Suite 101
Atlantic Highlands, New Jersey 07716



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PART I

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND DEVELOPMENT

We were incorporated pursuant to the laws of the State of New York on November
1, 1999 under the name Corporate Road Show.Com Inc. On July 1, 2000 we launched
our website on the Internet and began a limited marketing campaign for our
Internet based presentations.

Our basic business model is to help the corporate executive get their story out
to a vast but targeted audience over the internet or television, as well as
complement their current marketing plans.

ONLINE STRATEGY

Our online strategy is to be a leading Web portal for both financial
professionals, the business decision makers and the general public as a
worldwide provider of multimedia production services to corporations. The key
components of our growth strategy include:

Grow Our Customer Base. During the initial stages of our operation, we have
focused on selling our streaming video interviews to public companies with
securities trading on the Nasdaq SmallCap Market and the electronic
over-the-counter bulletin board. We believe there is an opportunity for
streaming video and audio, public relations services and IT consulting services
in small-cap and micro-cap markets. Furthermore, we believe that these companies
have a need for exposure to the investing community as well as the public at
large that is as significant as that of larger companies. We also attempt to
market our services to private companies, but have found that for the moment,
there is considerably less interest from the private companies.

Clients are charged a fee for the production of streaming video presentations
and other services. The services may include:

o links to the client's Web site and to a page or pages of our Web site
dedicated to providing information about the client; and

o preparing and making available to our clients periodic interviews per year
with representatives of the client and, at the option of our management,
additional videos providing current newsworthy information about the client.

Grow Our Audience. We believe that increasing our brand awareness and our
exposure within the business community will contribute to our future success. To
date, we have successfully built a brand name but plan on continuing to grow our
audience by focusing on the expansion of our content on our website as well as
the introduction of our show concept.

Increase Usage By Our Audience. To increase usage, we plan to expand our content
offering in the area of additional companies, industries, people and products
during the upcoming fiscal year.


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Maximize Revenues From Users of our Website. We plan to expand the e-commerce
opportunities to our Web site in an effort to generate revenues from users of
our Web site. More e-commerce partners will provide more buying opportunities on
the site. We are also attempting to increase the advertising revenue per user
through customer-targeting capabilities on the site.

Technology Advancement. We plan to continuously advance and develop new
technologies that will enhance the user experience. We intend to expand our
technology services through ongoing investment and integration of new
technologies.

CURRENT SERVICES OFFERED BY CRS AND OUR FEE STRUCTURE

We are a business to business service firm. Our basic service is to host and
digitize corporate videos already produced by our clients. We offer an upgraded
service where we actually video and produce a corporate presentation for
dissemination on our website. Over 90% of our revenues are generated through our
video hosting and production business. The remaining 10% consists of
advertisements by third parties on our website. We hope to increase the
percentage of advertising revenue as the number of "hits" our website receives
continues to increase.

The market for these services is vast. Our target market is a company offering a
new product or service and which has the desire to market itself to the public
in a possibly untried format or medium. Our targeted audience for these
productions consists of both the investment community and the public at large.
Although the companies we produce videos for must confirm to us that they are
not undertaking a public offering while their video is available for viewing on
our website, many of those companies have an interest in increasing the public's
awareness as a public entity. For our visitors who are looking for such
companies, we attempt to serve that purpose in a traditional public relations
context. However, our clients are also interested in increasing sales of their
products and exposure of their business plans. Our television productions will
blend the investment and marketing concept even further by using an anticipated
"news" format.

We broadcast in over 35 countries, however we measure success by the amount of
video views or "hits" a client's video receives. The goal for clients is to get
the message across to both the investment community and the general public at
large via our website. Each featured video has different content as a result of
varying product lines and offered services, however, our format may change. For
example, Polymer Research and Genesis Bioventures used an interview format. For
these clients, we interviewed the companies and then we disseminated the
interview on the website. The other type of setting is the Power Point visual
video where we produce a presentation that we video, digitize and host. The
video productions we have produced to date are "About Us" 1&2, Asconi Corp,
Polymer Research Group, Genesis Bioventures and Skybridge Wireless, Inc.,
Juniper Group, Inc. , Neil Kaufman, Esq. and Humana Trans Services Holding Corp.
All of the aforementioned productions were disseminated on our website.


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We consider ourselves a vehicle for the promotion of our clients' products and
services via the internet and our intent in the future is via television.

VIDEO PRODUCTION

A client's first experience with us results from the following scenarios: (i) in
response to our advertising campaign; (ii) as a recipient of a marketing
campaign on behalf of a client; or (iii) after production of our planned
financial television programs, in response to such. After the initial
discussion, we then determine which format is preferred (i.e. interview, Power
Point presentation). We then film the interview, edit it with sound and digitize
it in either Real Player or the Microsoft Media platform. Lastly, we will
broadcast the presentation on the Internet where interested parties can log on
and watch the show.

The fees can vary on each production. For example, for web hosting we have to
determine the length of the video in digitized megabytes and the time period
such video will be hosted by us. The fee for producing a corporate video can
fluctuate depending on location, scripting, editing, talent and other factors.

In order to arrive at a fee for a particular project we must analyze the time,
equipment and bandwidth required to place that particular video on the web.

HOSTING A VIDEO WITHOUT PRODUCTION

Unless requested otherwise, when we host a video we do not "produce" it. The
first step is the receipt of the video from the client. Generally, productions
provided to us by a company are either in an MPEG, AVI or VHS format. We must
convert such into a Real Media format for web-based applications. Once
converted, the video is "streamed" at various speeds for viewing on our website.
For example, a 3 minute video requires approximately 8-10 hours of Frank
Ferraro's time to convert and digitize. We prefer to offer two or three
different streaming speeds for each video so that a wide variety of visitors can
access a particular video (ie. some visitors may have cable, dial-up, or T-1
connections each of which require different streaming speeds). The faster the
speed, the more bandwidth the video needs. Bandwidth costs us one dollar per
megabyte per month. Thus, a 3 minute video which uses 50 megabytes of our
available server space costs us $600 per year. Lastly, we charge a hosting and
marketing fee equal to an additional 50% of the cost to the customer. Thus, our
fees for merely hosting videos generally range from $2,500 to $5,000.

BASIC VIDEO PRODUCTION

Any video we produce is also hosted by us, so in addition to the hosting
expenses incurred and fees charged a basic production involves additional fees
such as:

(i) Equipment - Depending on what is required, we may have to rent lighting,
cameras, microphones, mixing boards.


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(ii) Personnel - If called for, we may have to outsource our production needs to
a consultant who charges us a fee which varies for each production. We also may
have to hire an interviewer or production assistant if necessary.

(iii) Location - If we use an outside location, we have to budget for travel
time for any personnel involved as well as that of Frank Ferraro.

(iv) Frank Ferraro's Time - Mr. Ferraro generally accounts for his time at $125
per hour. Many of our productions require Mr. Ferraro to write scripts for and
direct the production process.

(v) Post -Production - Depending on the length of the video Mr. Ferraro and any
production consultants may have significant editing responsibilities in order to
convert the video from a rough to final format for hosting.

For a basic 7 to 9 minute interview in a location of our choice without any
music or eye-catching graphics (including basic editing and hosting), we would
charge between $5,000 and $7,500

ADVANCED VIDEO PRODUCTION

An advanced video production integrates multiple cameras, lighting, video with
eye-catching graphics such as pictures or charts in coordination with a specific
presentation with music and advanced editing and up to 30 minutes of video
presentation. Thus, an advanced video production would not only encapsulate the
costs and expenses associated with the hosting of a video and a basic video
production, but would also add more involved production techniques and
equipment. Presently, we charge between $10,000 and $20,000 to do a 10 to 30
minute video.

VIDEOS WE HAVE MADE TO DATE

To date we have produced the following videos:

o In June of 2001 we created a video for Asconi Corp. which was on our web
site for about three months. The video focused on introducing a viewer to
Asconi's presence as a small cap public company as well as to its business
which is the production and distribution of wines from the country of
Moldova. Some of the topics covered were: Moldovan culture: (a wine
producing region for over five thousand years where the average worker makes
about $30 per month); Moldovan location: sought by many different countries
over the centuries; discussion of a 1991 court ruling for the privatization
process of the former communist country and how the country would welcome
foreign investments in (which was the first step towards becoming a
capitalistic society); the Company's history (a water shipment to Germany
the proceeds of which were invested in wine); expansion of their present
markets; their product line (including products in development); and some of
the many prestigious awards they have received. We were paid a fee of $5,000
for services rendered. The message sought by this video was to introduce the
wines of Asconi to America as well as introduce the company as a publicly
listed entity and potential investment opportunity to a group of financial
professionals.


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o In July of 2002 we created two separate "about us" videos representing and
describing the content and services that CRS is capable of providing to our
clients. There were no fees paid or charged for either of these two videos.
The topics covered were: what roadshows are; the video hosting and video
production services we offer; the different interactive platforms at our
disposal; and how we can assist a company in their marketing efforts by
employing a professionally produced video by CRS. The message sought to be
delivered by this video was to give the general public visiting our website
a sense of the services we can provide. This video is no longer on our
website.

o Also in July of 2002 we developed a video for the Polymer Research Group
which was available on our website for about one year. This video was an
interview format as opposed to a presentation format and our interviewer
asked the following questions: "Can you tell us about Polymer research and
how the company has progressed throughout the years? How many fortune 500
companies have you done business with? Can you tell us about the chemical
grafting technique?" And "Where do you think Polymer Research is going in
the next five years?" The topic of the video focused on Polymer's business,
specifically the different applications the company uses, from the
manufacturing of fire retardant materials to chemical grafting which is the
company's most well known service. The video's intent was to increase
Polymer's customer base.

o In November of 2002 we created a video for Genesis Bioventure group. This
video was in an interview format and we asked the following questions: "Can
you discuss your core product and why it is so special? Does your technology
detect the non-existence of the mammastatin protein? Can you discuss the
technology to detect mammastatin? Do you have patents on this technology?
Are any other companies doing something similar to this? How do you see the
company going forward in the next five years? Where are you right now with
the product?" The "topic" of the Genesis video focused on Genesis' ability
to detect early stage breast cancer using Mammastatin Serum Assay
technology. Dr. Woods explains that healthy cells have the mammastatin
protein and that breast cancer cells have no mammastatin protein. The
company is focusing on a blood test to see the level of mammastatin in
women. If the levels decrease over time the studies say that this patient
might be a candidate for breast cancer. They claim that this test might be
more effective than the current "self diagnosis" or mammograms, because once
a mammogram or a self examination shows a tumor the cancer has already
developed or perhaps spread. Whereas, if women started taking the
mammastatin protein test early on in life and continue with regular check
ups the tests will detect the deterioration of mammastatin levels throughout
time and can signal a warning sign that a patient might be on their way to
developing cancerous cells. The message this video portrays is that of the
company's product and services is geared to the general public as a tool to
promote awareness of Genesis' product in development as well as an
introduction to the financial community of its existence as a developing
public company. Our agreement with Genesis is that we will receive the
following payment in quarterly increments as the Genesis video will be on
our website for one year. Upon completion of the one year period we will
have been paid 100,000 shares of restricted stock and 150,000 warrants to
purchase Genesis' common stock which are exercisable at $1.50 per share. In
January 2003, we were paid 25,000 shares of restricted Genesis common stock
and 37,500 warrants to purchase Genesis common stock and


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in June we received 50,000 shares of restricted Genesis common stock and
75,000 warrants to purchase Genesis common stock.

o In June of 2003 we created a video for Vintage Filings Inc. which is
currently on our website and will be available indefinitely. This was an
interview format and we asked the following questions. Can you give us a
quick synopsis of what Vintage Filings is and what you folks do? What
separates Vintage Filings from your competition? The Vintage video focused
on the services Vintage could provide to some of the visitors to our website
as well as our clients. We were not paid nor did we charge a fee for this
client.

o In July of 2003 we developed a video for Skybridge Wireless, Inc. which will
be available on our web site for 6 months. The Skybridge video focused on
Skybridge's business and was intended to introduce the audience to its
business plan , products and services as well as Skybridge's plan to
penetrate the Las Vegas market. The Company covered many "topics" including
their products (256K to 1MB of services speeds)strategies, objectives
(including increased sales, expansion into other areas, cost effectiveness
for businesses, and quality control for customer satisfaction, and 24/7 live
support for its customers)This video was shot in front of a live audience
and the "questions" at the end of the presentation from the audience were as
follows: "Who is your major competitor? How many subscribers do you have
now? How do you market to them? How did you get to be a public company? How
many shares are outstanding? What is your market cap? How much is in the
float? What is the current volume of trading? Can we get access to pro
forma's? How did you raise money for the current structure?" The "message"
of this video was not only to introduce the products and services of
Skybridge Wireless but to address a group of business professionals as to
Skybridge Wireless' existence as a young public entity. We were paid 38,500
free trading shares of Skybridge common stock for this service.

o In August of 2003, we created a video for the Juniper Group Inc. where they
discussed their broadband services as well as the recent recapitalizations
of their shares. Juniper also wanted to address the fact that they are a
small business struggling to stay listed on the NASDAQ stock market. In
August of 2003 we created a video for The Juniper Group. The "topic" was
generally about Juniper Internet Communications a division of The Juniper
Group and how they work with cable companies installing high speed broadband
connections to homes and businesses. The "questions" we asked were as
follows: "Al give us a quick synopsis of what Juniper Internet
Communications does and what your business model is? Where do you see the
company going in terms of the Juniper Internet portion of it? Is there room
for growth in the field for Juniper Internet Communications? Vlado, in
recent history you've had two reverses, can you please address this? Al,
where do you see the future of broadband and how does it relate to Juniper
Internet Communications?" This video is general in nature but one can view
it as a way to address shareholders or investors because of the discussion
about the parent company's recent reverse splits.

o In September 2003, we created a video with Neil Kaufman, Esq. which is
currently on our website and will be available indefinitely. We used an
interview format and the topic of this video was a discussion of the


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Sarbanes-Oxley Act of 2003. Mr. Kaufman discusses the new rule and how it
relates to small public companies. The questions asked were as follows: "How
does Sarbanes-Oxley affect publicly traded firms? Is this a topic small
firms will have to grapple with? If companies would like more information on
this topic how can they contact you?" We were not paid nor did we charge a
fee for this client.

o In October of 2003, we created a video for Humana Trans Services Holding
Corp. which is currently on our website. The video topic focused on the
services the company provides to its clients Such services include
background checks, lower workman's compensation rates and the full
outsourcing of new drivers to large and small carriers. The "topic" also
focused on why a new director has joined the company's board of directors.
This video was an interview format and we asked the following questions:
"Ron can you tell us a little about Humana Trans Services and what they do?
Do you pay the drivers benefits or does the company pay? Ron, what about
your experience, can you tell us about that and what brought you to Humana
Trans Services? Where do you see the company going in the next three to five
years?" The message of this video appears to be general in nature. For the
production and hosting of the video for a three month period we received
$6,500 and 20,000 free trading shares of Humana common stock.

Our plans for future videos will follow similar patterns to those produced to
date. As you can see with the different "formats" the "message sought" can
change as well. We have found that companies that are putting on a presentation
in front of business professionals tend to focus on the investment community,
similar to Asconi and Skybridge. However, the interview format lends itself more
towards the products and services such as Genesis, Polymer, Vintage, and Humana.
Future videos for our expansion into the television concept will be more general
in nature focusing on new and interesting products services and stories.

In an effort to get new or interesting content or to expand our network and
marketing capabilities we sometimes put videos up for little or no
consideration. For example, Polymer Research Group was a NASDAQ company which,
at the time, we believed gave us a higher profile than previous clients and
allowed us to market ourselves more effectively. We were not compensated nor
have any other relationship with Polymer except for producing and hosting the
video clip. As for Vintage filings and Neil Kaufman, both companies allow us to
provide links to services that visitors to our site may be able to utilize.
Vintage filings offers EDGAR filings for publicly traded companies, including
our own. We view them as a potential source of leads for companies wishing to
use our services. Neil Kaufman, as the managing partner in the law firm of
Kaufman & Associates and a member of the board of directors of the Long Island
Venture Group is another important potential contact in our networking efforts.
We have no agreement with Mr. Kaufman. Other than the fact that we use Vintage's
services to file our public documents with the Commission, neither the Company
nor any of our affiliates have any relationship with Polymer, Vintage or Mr.
Kaufman. We anticipate providing additional free content to select clients or
service providers in the future.

As an additional service, we will host videos not created or produced by us for
clients desiring exposure on our website. Currently, we host


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a video by The BioBalance Corporation which we were paid $2,500 for this hosting
service. This video focuses on the product Probatrix , a food which BioBalance
claims helps offset the effects of certain types of Irritable Bowel Syndrome.

As we evaluate the material terms of each project on a project by project basis,
we do not have a set fee for our services and do not foresee changing that at
any time in the near future. We determine our fees by using a two-step approach.
First, we analyze a prospective client's needs. Second, if we conclude that we
can help that party achieve its goals, we then attempt to develop and agree
upon, with that party, the types of services we will provide.

SHOW CONCEPT

As we believe our experience in video production for internet dissemination is
transferable to a great extent to the production of television shows, we are
planning on expanding our operations into such area. The Show Concept starts
with identification of the client. Once the client has been identified we
anticipate initially subcontracting the actual production needs to available
production studios. We will undertake to obtain the airtime through our own
efforts. Although we have no formal agreement, we have used Pro Image Studios
and Real Tyme Productions in the past and would consider them for future
productions. At this time we are not dependent on any one particular company.

With respect to the broadcast of the program, we anticipate the timeframe
necessary to obtain clients will vary from company to company. We expect that it
will take approximately 30 days from the date we actually begin marketing our
show concept to the public to identify and agree to terms with our first client.
The timeframe for the actual production will vary depending on the client's
needs, however, our goal is to reach a 30 day turnaround from pre-production to
post-editing. The costs associated with identifying clients are marketing
related. Although the production cost can vary due to the clients needs, an
initial production cost for our first show is expected to be approximately
$50,000. The cost for broadcasting will depend on the amount of airtime we
purchase. Although we intend to fund the initial programs, we anticipate selling
commercial airtime in subsequent shows as well as have the featured companies
pay us a fee.

SAMPLE SHOW TIME-LINE AND EXPENSES

As the funding for the development of the show concept is wholly dependent on
the sale of our common stock, we are unable to commit to a certain date upon
which production will begin. In the event that we raise enough dollars to
produce a minimum of one program, the costs of which we estimate to be $50,000,
we would anticipate starting production within 30 days of receiving the funding.

WEEK ONE: Selection of companies. Scripting, casting and/or creating a theme,
for example a bio tech, high tech or entertainment theme. Set up the video
location and reserve shoot times. Assuming we have agreed to terms with four
companies, we would anticipate to start shooting on days 4 and 5.


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WEEK TWO: Continue filming each company with the goal of completing all filming
and "B roles" by the end of the second week. "B" roles are backup video footage
for background or special effects graphics used in connection with the
production of a video.

WEEK THREE: Begin the "content" editing process as well as produce and edit all
disclaimers, introductions with the goal of creating a 28-30 min. segment
(depending on the amount, if any, of commercial time sold for such production).
This process shall also include any voiceovers, on screen graphics and
background music. By the end of the week 3 we would expect to have an audio
video interleave ("AVI") file. An AVI file is the most common format for
audio/video data used in the world today.

WEEK FOUR: In the fourth week we anticipate digitizing the production and
converting such digital file into the various mediums we will use. The first
step of the digitization process will begin by converting the AVI files into the
different media files at various "streamable" speeds. As visitors to our site
connect at various data speeds (ie. 56k, 256k, LAN, Cable Modem and ISDN) we
need to be able to present our videos in each of the various formats. In
addition to internet access, once we complete the digitizing process we will
convert the file to both VHS and CD-ROM broadcast mediums and will be in a
position to broadcast the video upon the completion of this stage.

POST--PRODUCTION: During the production period (first four weeks) we will be
analyzing the various potential air-times available to us. The costs of the
media varies greatly depending on the time of day, the particular network or
subscriber channel. Our preliminary analysis has shown that a 1/2 hour time slot
on CBS New York at 10:30 am Sunday morning would cost us approximately $30,000.
The same 1/2 hour spot on CBS at 6:00am would cost about $6,000. Cable and the
Dish Network are less expensive with similar spots ranging from $1,500 to
$3,500. We would not expect this part of the show development process to delay
us in anyway as we intend on purchasing our initial media time during the
production process.

Although we anticipate offering more competitive rates than the industry
standard, the approximate costs associated with a half-hour television program,
exclusive of on-air talent and marketing fees, are as follows:

o Creative and pre-production - $15,000
o Production Crew - $25,000
o Camera and Equipment Rental - $5,000
o Miscellaneous Production Expenses - $2,500
o Airtime Expenses between $1,500 and $30,000 depending on network and
time slot

We plan to distribute our television shows on network and or cable television.
There is a high level of competition in our anticipated field. Some of this
competition arises from very large companies in the broadcasting business with
substantially greater market recognition and financial resources than us. Our
plan to compete with these entities starts with bringing our production to
market. Once the production is


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brought to market we hope to secure the same advertising dollars as our
competition.

VIDEOCONFERENCING SERVICES

We have also expanded our scope of business to include videoconferencing
services. We can now produce an internet video by conducting an interview from
our corporate office and have interviewees at a number of different locations
throughout the U.S. We use the services and equipment of our lessor, HQ Global
Workplaces. Presently there is a global market place for these services. We plan
to disseminate the interviews on our website. There is a high level of
competition in the videoconferencing field. Some of this competition arises from
very large companies in the field with substantially greater market recognition
and financial resources than us. We do not plan to compete with other
videoconference service providers. The principal supplier of the
videoconferencing services is HQ Global Workforces. We are not contractually
bound to use them and can therefore move quickly to take advantage of any
marketplace developments that occur which result in more competitive terms. To
date, we have generated no revenue as a result of these services.

REVENUE BREAKDOWN

The Company recognizes revenue at the time that all services have been
substantially completed. The Company has received equity securities in certain
entities as payments for services provided for these entities. Some of these
entities are privately owned, newly formed and have no operating history. Since
there is no assurance that these securities are marketable, the Company has not
recognized any revenue upon receipt. Revenue will be recorded at the time the
securities are determined to have a monetary value. To the extent that we
receive equity securities in a company which has no trading market at the time
of receipt, we do not recognize any revenue until such securities are sold by
the Company, if ever. The Company also receives restricted securities in
publicly traded entities in which a market exists. In such instances, revenue is
recorded with a discount of 75% from the market value at the time of receipt. At
the time that such securities are sold in the public market, the Company
recognizes any resulting gain and/or loss.

MARKETING APPROACH

Our current marketing plan includes "key word" marketing on major Internet
search engines like Lycos, Alta Vista, MSN and Yahoo! We have an agreement with
Overture, a commercial paid search service on the Internet, which will provide
CRS with access to the "Overture Distribution Network" -- a network of Web
properties that have integrated Overture's search service into their Websites or
direct user traffic to Overture's Website. CRS submits bids to Overture
Services, Inc., with respect to certain key words they have the rights to, such
as "corporate presentations." The higher our bid is in relation to other
potential bidders the higher priority we receive with respect to a search
engine. For example, a potential client searching the term "Corporate
Presentations" on the Internet may see our name at the top of a particular
search engine list, enabling us to target a spectrum of the public presently in
the market for services offered by us. CRS pays


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for the bid price for "clicks" on the search listings in both Overture's
Website, as well as third party products. Our average monthly costs have ranged
from a high of $1,500 to a low of $200. Such range is a result of the number of
"hits" we receive as a result of an Overture "term" that we have bid on and won.

We also have a contract, expiring February 11, 2004, with Dynamic Distribution
Corp. whereby we will pay Dynamic a five (5%) percent fee for any new business
introduced to us as a result of Dynamic's efforts. For example, if Dynamic
introduces us to potential clients who ultimately generate $10,000 of new
business we would be obligated to pay Dynamic five-percent of that $10,000 or
$500. To date, no business has been generated from this relationship.

STRATEGIC RELATIONSHIPS

On June 18, 2001 CRS was accepted as a member of the American Express Affiliate
Program- part of the Linkshare Network (TM). As an American Express Affiliate,
CRS can earn anywhere from $25 to $45 for each new customer the CRS site
generates for American Express. The commission structure is based on the product
that is sold. The following is the commission breakdown: Consumer cards $30,
Small Business Corporate cards $45, Membership Banking $35 and Merchant Services
$25. To date, we have generated less than $50 in revenue as a result of this
relationship.

COMPETITION

We believe that as a provider of promotional and marketing services to small and
mid-capitalized public companies we have few direct competitors and those that
do exist are left to share a potentially significant market. Some of our biggest
competitors are MoneyTV, BATV and Yahoo! Net Roadshow. MoneyTV and BATV are
restricted solely to producing television programs focused on their clients,
while Yahoo! Net Roadshow also appears to have been involved in web-based
production in the recent past. Although most of the online financial providers
do not yet offer similar services to our own, as the barriers to entry are
reasonably low, any of such companies (such as The Street.Com, MarketWatch.Com,
and the Motley Fool) could quickly build in such services and become direct
competitors to CRS.

TRADEMARKS AND PATENTS

On February 19, 2003 we filed a service mark application with the United States
Patent and Trademark Office.

CURRENT POSITION IN THE INDUSTRY

As we are relatively new to the industry we have limited resources from which to
draw. However, as stated earlier, we believe that the industry is young, the
present competition is minimal and the potential size of the industry should
more than mitigate that fact. The greatest risk to our business is not our
competition, but that we will be unable to convince prospective clients that our
services are worth the fees we charge.


13


GOVERNMENTAL REGULATIONS

In order to avoid and potential securities law matters, all visitors to our
website are required to view our General Disclaimer section where we state that
we are not soliciting to purchase or sell securities and that any interested
party should perform its own independent research into the companies featured on
our website and acknowledge that they have read such section by clicking the
button opting in. We further disclose all equity holdings that we have in such
companies.

In order to ensure that our clients are not presently offering securities and
will not contemplate the offering of securities at any time the video is
available for viewing on our website, we require each client to acknowledge in
writing that: (i) they are not presently offering securities and will not
contemplate offering securities while their video is available for viewing on
our website; and (ii) they will not distribute a hardcopy of their video to any
potential investor at any time during which they are engaged in an offering of
securities. We will not take any further steps to verify whether our clients are
in fact conducting an offering concurrent with their video's availability on our
website. In order to protect ourselves against the restrictions on
communications by Section 5 of the Securities Act, we will further require any
client to covenant to us in writing, that prior to commencing any offering, we
will be instructed to remove their video and other materials from our website.

Currently, we do not meet the classification as an "Investment Company" as that
term is defined in the Investment Company Act of 1940 because the securities we
hold in our featured companies do not comprise 40 percent of our total assets
nor do we primarily engage in the business of investing, reinvesting or trading
in securities. We will continue to monitor that "securities component" level of
forty (40%) percent very carefully to ensure that we never fall under that
classification. Some of the securities we have received as partial payment for
our services are restricted and therefore must be held for a period of time. Our
intent is not to hold such securities for the long term but rather sell any
available securities as soon as we are no longer restricted pursuant to the
securities laws and such securities have a value equal to or exceeding the value
of services rendered by us at the time they were received. In the event that we
ever approach the "Investment Company" threshold, we will re-evaluate our policy
of accepting securities as partial payment for services rendered.

We have been advised by the Securities and Exchange Commission that it considers
us an "Investment Adviser" as such term is defined in Section 202(a)(11) of the
Investment Adviser's Act of 1940. We are exempt from registration as such with
the Securities and Exchange Commission as we do not have assets under management
of more than $25,000,000 nor are we an adviser to an investment company
registered with the Securities and Exchange Commission. In light of the fact
that we are a New York corporation, our only place of business is in New York,
all of our videos are made in New York and any television production will occur
in New York, we have concluded that New York would be the proper jurisdiction in
the event that we decide to register as an investment adviser. Our review of the
New York General Business Law reveals that any entity providing investment
advisory services to less than 6 persons in New York in the past 12 months is
exempt from the registration requirements of the State of New York. However, we
have


14


been advised by New York State that visitors to our website are not considered
clients to whom we are selling our services as they are not compensating us for
their access to the content of our website. We have further been advised by New
York State that it is unclear whether we are providing investment advisory
services at all. Although New York will not give us a definitive opinion on the
matter, as a result of the aforementioned discussions, we do not intend on
filing a registration statement as an investment adviser with the State of New
York. However, we will continue to monitor our business as it develops as well
as communicate with the State of New York to ensure that we are in compliance
with all New York State laws. At this time we do not intend on registering as an
investment adviser with any other states.

However, mindful of the Securities and Exchange Commission's position that we
are performing investment advisory services and that certain visitors to our
website are "clients", we concede that we may have a fiduciary obligation to
such visitors and will continue to make an effort to perform due diligence on
the companies for which we are producing videos in an attempt to ensure that the
statements they make in their videos are accurate and not misleading. Such due
diligence efforts are generally limited to confirming that the featured company
is a legitimate operating business. We do not review financial statements or
other material documents of our featured companies and are therefore not
expressly providing any guidance as to whether such companies might be suitable
investments.

Our sole employee, Mr. Frank Ferraro will be responsible for ensuring that we
comply with all state and federal laws. In the event that we ever register as an
investment adviser with the State of New York or other jurisdiction, Mr. Ferraro
will continue to be the person responsible for such filings and subsequent
compliance matters.

EMPLOYEES

Currently, we have one full-time employee and he is not represented by a labor
union. We consider our relationship with our sole employee to be satisfactory.
On December 31, 2003, we terminated our relationship with Vincent Epifanio who
was an employee of CRS until that date. There are no recorded liabilities as a
result of Mr. Epifanio's termination.


SEASONALITY

We have not found our business to be seasonal in nature.


ITEM 2. DESCRIPTION OF PROPERTY

PROPERTIES

On November 13, 2002 we entered into a Lease Agreement for one office for a
period of twelve months with HQ Global Workplaces for an aggregate rent of
$15,000. There is no affiliation between any of our officers or directors with
HQ.


15


ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding nor are any legal actions
contemplated by us at this time.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE


PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On March 22, 2004, there were approximately 10 shareholders of record of our
common stock. Our shares of common stock are not currently traded on any
exchange, although we intend on listing such on the OTC Electronic Bulletin
Board.

On February 12, 2004, a registration statement on Form SB-2 was declared
effective by the Securities and Exchange Commission. Such Registration Statement
registers up to 2,000,000 shares of our common stock for sale by us to the
public at a deemed price of $1.00 per share. We are attempting to sell the
shares either on our own, in concert with a broker-dealer or through some
combination thereof. Presently, we have sold a de minimis number of shares
pursuant to that Registration Statement.

DIVIDENDS

Any payment of cash dividends in the future will be dependent upon: the amount
of funds legally available therefore; our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

We commenced operations on July 1, 2000 through the launching of our website,
which serves as our platform for our internet based "live and on demand" audio
and video productions of financial road shows, conferences and presentations.

The following discussion should be read in conjunction with our financial
statements and notes thereto contained elsewhere in this prospectus. This
discussion may contain forward-looking statements that could involve risks and
uncertainties. For additional information see "Risk Factors".

CRITICAL ACCOUNTING POLICIES:

Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, the disclosure of
contingent assets and liabilities, and the reported amounts of revenues and
expenses during the reporting


16


period. Actual results could differ from those estimates. The critical
accounting policies that affect our more significant estimates and assumptions
used in the preparation of our financial statements are reviewed and any
required adjustments are recorded on a monthly basis.

RESULTS OF OPERATIONS:

Substantial positive and negative fluctuations can occur in our business due to
a variety of factors, including variations in the economy, and the abilities to
raise capital. As a result, net income and revenues in a particular period may
not be representative of full year results and may vary significantly in this
early stage of our operations. In addition results of operations, which have
fluctuated in the past and may vary in the future, continue to be materially
affected by many factors of a national and international nature, including
economic and market conditions, currency values, inflation, the availability of
capital, the level of volatility of interest rates, the valuation of security
positions and investments and legislative and regulatory developments. Our
results of operations also may be materially affected by competitive factors and
our ability to attract and retain highly skilled individuals.

YEAR ENDED DECEMBER 31, 2003 AND 2002:

We recognize revenues at the time that all services have been substantially
completed. We have received equity securities in certain entities as payments
for services provided for these entities. Some of these entities are privately
owned, newly formed and have no operating history. Since there is no assurance
that these securities are marketable and collectibility is not assured, we do
not recognize any revenue upon receipt. Revenue will be recorded at the time the
securities are determined to have a monetary value. We also receive restricted
securities in publicly traded entities. In such instances, revenue is recorded
with a discount of 75% from the market value at the time of receipt since (i)
the securities are restricted and (ii) there is no assurance that the value of
these securities will be realized. At the time that such securities are able to
be sold, we will recognize any resulting gain and/or loss. The amount of shares
we will accept in lieu of a portion of a client's cash payment is situation
specific. Such amount is never contingent on the success or failure of our
efforts.

Revenues for the twelve month period ended December 31, 2003 was $84,595 as
compared to $25,189 for the same period of the previous year. This increase of
$59,406 or 236% is a direct result of our improved marketing efforts. Revenues
earned in the December 2003 twelve-month period include $64,000 received in cash
for services rendered and approximately $20,000 in cash proceeds from the sale
of investments received in earlier periods for services rendered. We also
received restricted securities in the same twelve-month period and recorded such
securities using a 75% discount from the market value at the time of receipt in
the amount of $0.

Operating expenses increased by $65,176 from $188,140 for the twelve months
ended December 31, 2002 to $253,316 for the 2003 period. The 2003 fees include
the value of 20,000 shares of our common stock (valued at $20,000 based upon the
price of shares sold in our private


17


placement of securities) issued to Mr. Benjamin Lapin. Mr. Lapin introduced us
to Dynamic Distribution Corp., a potential client, although no revenue was
ultimately realized from such introduction. In 2003, we produced a marketing
brochure and incurred advertising expenses in the aggregate amount of $27,332
compared to minimal expense in 2002.

As a result of the above, the net loss for the twelve months ended December 31,
003 was $168,721 or $0.03 per share, compared to a net loss of $162,951 or $0.03
for the similar period in 2002.

LIQUIDITY AND CAPITAL RESOURCES:

As of December 31, 2003, we reflected negative working capital of $27,013
compared to a positive working capital of $224,110 at December 31, 2002. Our
current ratio at December 31, 2003 and December 31, 2002 was .42 and 22.5,
respectively.

During 2003, we utilized $105,638 for operations primarily as a result of our
net loss of $168,721. For the 2002 year we utilized $121,924 in cash from
operations. During 2003, we used $65,316 for investing activities, primarily for
the acquisition of office equipment, including a computer. During 2002, we sold
our common shares in a private placement and realized net proceeds of $377,500.
As a result of this, we ended 2003 with cash of $16,775.

In June 2002 we issued 250,000 shares of common stock to Eli Weinstein, the
selling shareholder, for consideration of $250,000. We paid Five Flags, Inc.
$50,000 (20%) as a fee for having Mr. Weinstein invest in our Private Placement.
In October 2002 we further issued 250,000 shares of common stock to Mr.
Weinstein for $250,000. We again paid Five Flags, Inc. a fee of $50,000 (20%)
for having Mr. Weinstein invest in our Private Placement for a total
consideration of $100,000 for the raising of capital. Five Flags, Inc. is not a
registered broker-dealer. These issuances of shares of common stock to Mr.
Weinstein by us did not involve any public offering and was exempt from the
registration requirements under the Securities Act pursuant to Section 4(2)
thereof.

We have a limited operating history. Some of our clients to date are also in the
early stages of their operations with not much available cash on hand. As a
result, as previously discussed, we occasionally receive restricted equity
securities issued by our clients. Of the public companies which issue securities
to us, we initially record the receipt of such securities at a significant (75%)
discount due to the restrictions and since the values of these securities
fluctuate and are not readily convertible to cash. Based on the above, the
securities are reflected as investments available for sale on our balance sheet.
At the balance sheet date, we compare the then market price or fair value of
such securities, using the same benchmark of a 75% discount, to the amount
initially recorded and any resulting unrealized gain or loss is recorded as
other comprehensive income or loss in the equity section of our balance sheet.
As of December 31, 2003, the unrealized loss of all securities received as
compensation and held for sale aggregated $38,550 which amount is reflected on
the balance sheet as accumulated other comprehensive loss. At the time the
restriction is lifted (usually within one year of receipt) and we are able to
sell the securities, the resulting gain or loss realized will be recognized in


18


our statement of operations. The increase or decrease in these investment
securities is shown in investing activities on the statement of cash flows.

We are currently operating with insufficient working capital, which, among other
things has constrained our ability to market our services. As a result,
management is dependent on the proceeds of the proposed public offering of
securities to maintain and increase the level of its operations. There can,
however, be no assurance that we will be successful.

IMPACT OF INFLATION

To date inflationary factors have not had a significant effect on our
operations. We are not aware of any material trend, event or capital commitment,
which would potentially adversely affect liquidity.

OTHER:

Except for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements. Potential risks and uncertainties include such factors as the level
of business and consumer spending, the amount of sales of our products, the
competitive environment within our industry, the ability to continue to expand
our operations, the level of costs incurred in connection with our expansion
efforts, economic conditions and the financial strength of our customers and
suppliers.

ITEM 7. FINANCIAL STATEMENTS

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our accountant is Lazar, Levine & Felix LLP independent certified public
accountants. We do not presently intend to change accountants. At no time has
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Presently, Mr. Frank Ferraro is the only member of our Board of Directors and
was appointed to the Board in 1999. Mr. Ferraro has served consecutive
three-year terms of which the current term expires in November of 2005.

The following table sets forth the name and, as of December 31, 2003, age and
position of each director and executive officer of our company.


19


Name Age Position
---- --- --------

Frank Ferraro 39 Chairman, President, Secretary and Treasurer


BACKGROUND OF EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES

Frank Ferraro has been the Chief Executive Officer and President since
inception. Mr. Ferraro has spent the last sixteen years in the financial field.
Since April of 1996 Mr. Ferraro has been dually licensed with both Castle and
Citadel Securities, respectively as a registered representative. Both Castle and
Citadel are registered broker-dealers. With both Castle and Citadel, Mr. Ferraro
helped develop and manage an electronic internet based proprietary trading
system as well as a manager of a trading desk. Mr. Ferraro graduated from
Hofstra University with a B.B.A. in Accounting in 1986. On April 28, 2003, Mr.
Ferraro resigned from both Castle Securities and Citadel Securities Corp.


COMPENSATION OF DIRECTORS

We do not pay our Director any fee in connection with his role as member of our
Board. Our Director is reimbursed for travel and out-of-pocket expenses in
connection with his attendance at Board meetings.

EMPLOYMENT AGREEMENTS

On January 1, 2003 we entered into an employment agreement with Mr. Frank
Ferraro, our Chief Executive Officer and Chairman of the Board, for a term of
two (2) years commencing on such date, providing for an annual salary of
$90,000. In addition to his annual salary, Mr. Ferraro has the right to
participate in any share option plan, share purchase plan, retirement plan or
similar plan offer by our company, to the extent authorized by our Board. Mr.
Ferraro also has the right to have CRS pay for a car of its choosing including
all expenses associated therewith.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.


20



ITEM 10. EXECUTIVE COMPENSATION

The following information relates to compensation received by our officers in
2001, 2002 and 2003.

SUMMARY COMPENSATION TABLE