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

                                January 27, 2002


                         FOURTHSTAGE TECHNOLOGIES, INC.


          Delaware                       0-8164                   74-2971167
(State or other jurisdiction          (Commission               (IRS Employer
     of incorporation)                File Number)           Identification No.)


                            3300 North Central Avenue
                                    Suite 200
                             Phoenix, Arizona 85012
                                  602-766-0883

Item 5. Other Events

                               January 27th, 2002

                           NASDAQ-NOTICE OF DELISTING
                      (Pursuant to Marketplace Rule 4815(b)
                                 SYMBOL (FOURQ)

On December 31st, 2001, Fourthstage Technologies,  Inc., (the "Company"),  filed
for Chapter 11 protection under the Bankruptcy Code of the United States, in the
United States  Bankruptcy Court for the District of Arizona,  Phoenix,  Arizona,
case  #01-17604-ECF-EWH.  On January 23rd, 2002, NASDAQ, by letter dated January
23rd,  2002,  notified  the  Company of its  determination  that "THE  CONTINUED
LISTING OF THE  COMPANY'S  SECURITIES  ON THE NASDAQ  STOCK  MARKET IS NO LONGER
WARRANTED",  and that "STAFF HAS  DETERMINED TO DELIST THE COMPANY'S  SECURITIES
FROM THE NASDAQ STOCK MARKET AT THE OPENING OF BUSINESS ON JANUARY  31ST,  2002.
The decision of Nasdaq is based upon the following Marketplace Rules:

  4330(a)(1), 4330(a)(3), 4330(C), 4450(f), 4450(a)(2), 4450(a)(5), 4310(c)(13)

The Staff determination was based upon the following factors:

     *    The Filing and associated public interest concerns raised by it
     *    Concerns regarding the residual equity interest of the existing listed
          security holders
     *    The Company's failure to demonstrate its ability to sustain compliance
          with all  requirements  for  continued  listing  with The Nasdaq Stock
          Market.  In that  regard,  Staff notes that the Company has been below
          the minimum  $5,000,000.00  market value of public float  ("MVPF") and
          $1.00  minimum bid price  requirements  for  continued  listing  under
          Maintenance  Standard 1, as set forth in Marketplace  Rules 4450(1)(2)
          and  4450(a)(5),  since  November  19, 2001 and  September  17,  2001,
          respectively; and
     *    In  addition  our records  indicate  that the Company has not paid its
          Listing  of  Additional  shares  (LAS)  fees for the first and  second
          quarters  of  2001,  in  the  amount  of  $2,000.00  and   $22,500.00.
          Consequently,  the Company does not comply with Marketplace Rule 4310(
          c)(13).

The Company  anticipates  being  delisted in  accordance  with the Nasdaq  Staff
determination set forth above.

                                   ------------------------------
                                           Kevin P. Craig
                                            CEO/President
                                   Fourthstage Technologies, Inc.