United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-SB

              GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
                                BUSINESS ISSUERS

        Under Section 12(b) or (g) of the Securities Exchange Act of 1934

                                  EasyWeb, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)


            Colorado                                      84-1475642
 ---------------------------------          ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


6025 South Quebec Street, Suite #150
         Denver, Colorado                                     80111
---------------------------------------------               ----------
(Address of principal executive offices)                    (Zip Code)


Issuer's telephone number, (720) 489-8873


Securities to be registered under Section 12(b) of the Act:


         Title of each class             Name of each exchange on which
         to be so registered             each class is to be registered
                                         
         None
         --------------------            ------------------------------


Securities to be registered under Section 12(g) of the Act:

     Common Stock, no par value
     ---------------------------------------------------------------------------
                                                  (Title of class)



<PAGE>




Item 1. Description of Business.

     (a)  Business Development.

     EasyWeb, Inc. ("EasyWeb"), a development-stage company, was organized under
the laws of the  State of  Colorado  under  the name of  "NetEscapes,  Inc.," on
September 24, 1998. We changed our name to "EasyWeb,  Inc." on February 2, 1999.
We design,  market, sell and maintain customized and template,  turnkey sites on
the worldwide web, or the Internet,  hosted by third parties.  Our business plan
has been  prepared  based upon the  popularity  of the  Internet and the growing
number of  businesses  interested  in  advertising  and  marketing  online.  The
customer pays us a fee for the design and  maintenance of its custom or template
web  site;  which  fee may  include a  portion  of the fee paid  monthly  by the
customer  for the hosting of the site.  To date,  we have sold less than ten web
sites and,  accordingly,  we have realized only minimal revenue from the design,
sale and  maintenance  of  Internet  sites and  incurred a loss from  operations
through February 8, 2001. Our executive offices are located at 6025 South Quebec
Street, Suite #150,  Englewood,  Colorado 80111, and our telephone and facsimile
numbers are (720) 489-8873 and (720) 489-8874, respectively.

     On March 11, 1999,  we issued and sold an aggregate of 3,200,000  shares of
our common stock to our President/Treasurer/director,  a director of EasyWeb and
another  individual  in  consideration  for  an  aggregate  of  $5,500  in  cash
(approximately  $.002 per  share).  These  three  individuals  collectively  own
3,200,000  shares  of  common  stock,  representing  approximately  88.7% of our
3,606,200  shares of common stock  outstanding as of February 8, 2000. The sales
of  common  stock to these  three  individuals  were made in  reliance  upon the
exemptions from  registration with the U.S.  Securities and Exchange  Commission
provided by Section  4(2) of the  Securities  Act of 1933 and with the  Colorado
Division of Securities  under Section  11-51-308(1)(p)  of the Colorado  Uniform
Securities Act.

     We received  gross  proceeds  in the amount of $101,050  from the sale of a
total of 404,200 shares of common stock, representing approximately 11.2% of the
outstanding  shares of our common  stock as of February 8, 2000,  to  fifty-four
persons in an offering  conducted  during the period  from  December  10,  1999,
through April 10, 2000,  pursuant to the exemption  from  registration  with the
Commission  under Rule 504 of Regulation D under Section 3(b) of the  Securities
Act of 1933; via  registration by  qualification  with the Colorado  Division of
Securities under Section  11-51-304 of the Colorado Uniform  Securities Act; and
pursuant to certain  exemptions from registration  under the Florida  Securities
and Investor  Protection  Act, the Illinois  Securities  Law of 1953, the Nevada
Uniform  Securities Act and the Utah Uniform Securities Act. We failed to comply
with Section R14-4-102 of the Regulations of the Arizona Corporation Commission,
Title 14, Chapter 4 (the "Regulations"), in connection with the offers and sales
of a total of 16,000  shares of common stock to three  residents of the State of
Arizona.  We have  initiated,  but not yet completed,  an offer of rescission to
these three investors under Section  R14-4-101 of the Regulations.  In the event
that all three  investors  elect to rescind their purchases of our common stock,
we would be liable to pay them a total of  $4,000,  representing  the  aggregate
purchase price of their shares,  together with interest at the Arizona statutory
rate of interest of 10% per annum.

                                        

<PAGE>

     See (b) "Business of the Issuer" immediately below for a description of our
current operations and future proposed activities.

     (b)  Business of Issuer.

General

     Commencing  February  1999,  we  marketed,  as an  independent  contractor,
customized, turnkey sites on the worldwide web created and hosted by Big Online,
Inc. ("Big  Online"),  an established web site vendor service company located in
San Francisco,  California,  that maintains an electronic directory of more than
eleven million  businesses.  Our rights to market and sell Big Online's products
and hosting services and receive  compensation for these marketing  services was
obtained  pursuant to the  assignment  of the rights in February  1999 under the
Marketing Agreement with Millennium Marketing, Inc. ("Millennium Marketing"),  a
company  then owned and  managed  by Mr.  David C.  Olson,  the  President,  the
Treasurer,  a director and an  approximately  44.4%-owner  of EasyWeb,  that was
dissolved on May 1, 2000.  In June 1999,  Millennium  Marketing  entered into an
Independent  Consultant  Application  and Agreement with Big Online  pursuant to
which  Millennium   Marketing  obtained  the  marketing  rights  and  rights  to
compensation  that it subsequently  assigned to us. While  Millennium  Marketing
received compensation monthly from Big Online for the sale of five web sites and
the sponsorship of sales representatives  pursuant to a discontinued multi-level
marketing  program,  we sold no Big  Online  Internet  sites  and,  accordingly,
received no revenue from Big Online.

     We design,  market,  sell and maintain  customized  and  template,  turnkey
"sites" on the Internet to  businesses  in the United  States that are hosted by
third  parties.  We have a  strategic  relationship  with  Sunstar  2000,  Inc.,
Highlands  Ranch,  Colorado  ("Sunstar"),  from  which we obtain  the  template,
turnkey web site models that we offer. The web sites that we design and maintain
for  customers  are hosted by Sunstar and others.  See "- Products and Services"
below for a description of the template, turnkey web site models and hosting and
other services that Sunstar provides us. For the use of the web site models,  we
pay  Sunstar a portion  of the fee that we  receive  from the  customer  for the
design  and/or  maintenance  of each  template  web site.  If we  utilize  other
services, such as custom design and technical maintenance services,  provided by
Sunstar,  we  negotiate  compensation   arrangements  on  a  case-by-case  basis
depending upon the time required in, and the  difficulty of, the  performance of
the  services.  We may receive a portion of the fee paid monthly by the customer
to Sunstar or other host for the hosting of its web site.

     We market our design and  maintenance  services for  template,  turnkey and
customized web sites, primarily, online via our web site on the Internet located
at  www.easywebcorp.com.  Since June 2000, we have employed  advertising  on the
radio.  We have  run a  limited  newspaper  campaign  in the  Denver,  Colorado,
metropolitan  area since July 2000 to advertise  our products and  services.  In
September  2000,  we designed  and created a website for AJ Indoors,  Inc.  ("AJ
Indoors"),  a Denver,  Colorado,  indoor sign company, in exchange for featuring
EasyWeb on  approximately  2,000 indoor signs throughout the Denver and Colorado
front range areas. We are currently  negotiating with one potential customer for
custom web site who  learned of us from one of AJ Indoors'  advertisements.  Our
long-range  marketing plans include the development of an intensive  advertising
program involving  newspapers and local  periodicals in the Denver  metropolitan
area and other  cities  along  the front  range of  Colorado.  We are  currently
negotiating with one potential  customer for a custom web site who learned of us
from one of AJ Indoors advertisements.

                                        2

<PAGE>

     As of  February 8, 2001,  we had sold less than ten web sites and  realized
$4,000  in  revenue.  We  bartered,  in  exchange  for the  design  and  ongoing
maintenance  services in  connection  with one of the custom web sites,  for the
advertising services described above. As compensation for the design and ongoing
maintenance   services  relating  to  another   customized  site  for  Euthenics
International,   Inc.   ("Euthenics"),   a  company  engaged  in  marketing  and
distributing dietary supplements, we have entered into a Letter of Understanding
and Terms dated  November 1, 2000,  providing for Euthenics to pay us an ongoing
royalty  of $.50 per each  bottle  of  product  sold  for a period  five  years.
Thereafter,  the agreement is renewable  annually  commencing  December 1, 2005,
subject to termination by either party within thirty days prior to December 1 of
each year.  Commencing in January  2001,  Euthenics is running  infomercials  on
national  television  advertising  its  dietary  supplements.  We have agreed to
upgrade and integrate  Euthenics' "Mail Order  Management"  system with a secure
e-commerce site in connection with Euthenics'  national  informercial  marketing
campaign.  We cannot be certain that we will achieve profitability by designing,
marketing, selling and maintaining customized and template, turnkey sites on the
Internet  hosted  by  third  parties.  Further,  we  may  not  receive  adequate
compensation  for our products  and services as a result of the  non-traditional
compensation  arrangements  we  make  with  companies  such  as AJ  Indoors  and
Euthenics.

Products and Services

     Template  Turnkey  Web Sites.  Sunstar  2000,  Inc.,  1177  Mulberry  Lane,
Highlands  Ranch,  Colorado 80126,  provides  EasyWeb with the template web site
models we offer.  Design of the template web sets is usually  completed  and the
site is customarily  available on the Internet within ten business days from the
date of purchase.  The customer that selects a template web site can develop its
site  based on one of  Sunstar's  models at a much lower cost than the cost of a
customized  site.  The web  sites  are  hosted by  Sunstar  or other  hosts on a
month-to-month  basis or pursuant to an annual  contract  at a reduced  rate.  A
potential  customer may select a one-page  promotional  site or a multi-page web
site created from  templates.  The one-page web site  includes:  (i) the company
name, address, telephone number and other contact information;  (ii) the company
logo;  (iii)  one  photograph  or  graphic;  and  (iv) up to 200  words  of text
describing the company or its products.

     There is no size  limitation  on the  multi-page  site  except the  current
storage limit of 10MB for the entire site, and additional  pages can be added at
any time.  The typical pages on a multi-page web site include one or more of the
following  pages:  (i) home page; (ii) products or services page;  (iii) contact
information;  (iv) mission  statement;  (v)  frequently  asked  questions;  (vi)
technical support; and (vii) customer testimonials or references.  At a minimum,
each multi-page web site includes the following:  (i) the company name, address,
telephone number and other contact information;  (ii) the company logo; (iii) up
to  four  photographs  or  graphics  per  page;  (iv)  up to 200  words  of text
describing the company or its products per page; (v) three e-mail addresses; and
(vi)  search  engine  registration.  Optional  features  include  a map  to  the
company's  location,  capability  to use the  company's  own custom domain name;
monthly  search  engine  re-registration;  metatag  inclusion;  and  maintenance
contracts.

                                        3

<PAGE>

     The visitor to  EasyWeb's  Internet  site  contemplating  the purchase of a
template  one-page  starter or  multi-page  site can view the templates in their
full size from three basic  samples.  The  potential  customer can then navigate
through the sample to view the various  page  options.  Before  making his final
selection,  the visitor can download and print blank  worksheets to be completed
and submitted to EasyWeb.

     Custom Web Sites. An increasing number of businesses have retained web site
vendor service companies like us to create and maintain  customized web sites to
advertise their business,  products and/or services. The reasons for selecting a
customized  site  vary  greatly,   but  include  the  enhanced  customer  impact
anticipated from a custom web site and the extra features that are not available
in a template  site.  The custom  sites we design are usually from one to twelve
pages in length  and  include  all of the basic  features,  such as  identifying
information,  business  logo,  photographs  and/or  graphics  submitted  by  the
customer and text, included in the design of a template web site. The additional
features  available  with  each  customized  web  site  include,  among  others,
downlinks,  off-site  links,  streaming  audio and video,  flash movies,  custom
graphic  design,  complete  design,  control and framed web sites. We also offer
services  relating to web site promotion,  marketing and e-commerce,  including,
among others,  promotional and advertising  packages,  shopping cart technology,
e-commerce  merchant  accounts and payment  gateways and  e-commerce  solutions.
Visitors  to our web  site are  directed  to view one of the  custom  web  sites
authored and created by us at www.creativehostservices.com.

     Maintenance Services. We offer a number of options for web site maintenance
for partial and complete  changes to the web sites we create for our  customers.
Our "bolt-on e-commerce solutions" include monthly changes for products, prices,
etc. For customers with e-commerce web sites consisting of hundreds or thousands
of  products,  we offer  individualized  programs  enabling  self-management  of
changes.  We depend upon outside  consultants,  primarily Sunstar,  to assist us
with programming work in connection with complex maintenance services.

     Hosting Services.  Sunstar, primarily, and other third party providers will
provide  hosting  services for our  customers.  Sunstar  outsources  its hosting
services to a 5,000 square foot,  state-of-the-art,  all fiber optic data center
that provides  services 24 hours per day. The features include dual OC-192 fiber
optic  connectivity,  multiple  DS-3  backbones,  dual OC-12  Lucent and Alcatel
multiplexers,  bay switchs  and hubs,  Cisco 7000  series  routers,  ultra-fast,
multi-processor  RAID servers,  SONET technology for maximum  redundancy,  fault
tolerance and load balancing and routing of IP traffic using BGP4 protocol.  The
facility  does not share space or  co-locate  and is  restricted  by  steel-wire
barriers and armed  personnel.  For customers  that use Sunstar for hosting,  we
offer,  for one monthly fee,  access to a number of services in a "Value  Pack,"
including  a real-time  chat  program,  auction  capability,  a banner  rotation
system,  web-based e-mail, an online calendar  accessible from any browser and a
bulletin board feature that may be used to post messages.


Competition

     The  market for web site  design  and  maintenance  services  is  intensely
competitive.  Additional  companies are expected to enter the competition in the
future. We anticipate that we will be in competition with companies of all sizes
located in the United  States that offer  Internet web site design,  hosting and
maintenance  services to business  customers.  A number of these companies offer
essentially  the same  products and services as EasyWeb and compete in the areas

                                        4

<PAGE>

of price and  service.  Because we obtain the  template  web sites that we offer
from  Sunstar,  we are in direct  competition  with Sunstar in the marketing and
sale of these  products and services.  We must make changes on a timely basis in
the nature,  price,  quality and other  aspects of our  products and services in
response to changes in the market.  With  regard to  template  websites,  we are
dependent  upon Sunstar to make these  changes on a timely  basis.  We expect to
compete by marketing our products and services  online and via radio,  newspaper
and indoor sign advertising.  We intend, through the use of online marketing and
advertising,   to  minimize  our  weaknesses,   including,   among  others,  our
undercapitalization,  cash  shortage,  limitations  with  respect to  personnel,
technological,  financial  and other  resources  and lack of a customer base and
market recognition, and to eliminate the need for a sizeable retail facility and
marketing  staff.  Many of the companies and other  organizations  with which we
will be in competition are established and have far greater financial resources,
substantially  greater experience and larger staffs than EasyWeb.  Additionally,
many of these organizations have proven operating  histories,  which we lack. We
expect to face strong competition from both well-established companies and small
independent  companies  like us. In  addition,  in the  future,  A T & T,  Qwest
Communications and other "Baby Bell" and other telecommunications  companies may
offer customers  assistance in establishing  web sites at costs lower than those
available from us. Additionally,  out business may be subject to decline because
of  generally  increasing  costs and  expenses of doing  business,  thus further
increasing anticipated competition. Further, it is anticipated that there may be
significant  technological  advances in the future and we may not have  adequate
creative  management  and  resources  to  enable us to take  advantage  of these
advances.  The  effects  of any of  these  technological  advances  on  EasyWeb,
therefore, cannot be presently determined.

Marketing

     We believe  that there are a large and growing  number of  businesses  that
would  purchase our web site design and  maintenance  services if contacted  and
informed  about the  opportunity.  We market our products  and services  online,
primarily, from our web site located at www.easywebcorp.com. Since June 2000, we
have employed  advertising  on the radio on KTLK's  "Business for Breakfast" and
"Hard Core Sports"  programs.  We have run a limited  newspaper  campaign in the
Denver,  Colorado,  metropolitan  area since July 2000 to advertise our products
and  services.  In  September  2000,  we  designed  and created a website for AJ
Indoors,  Inc.,  a Denver,  Colorado,  indoor  sign  company,  in  exchange  for
featuring EasyWeb on approximately  2,000 indoor signs throughout the Denver and
Colorado  front  range  areas.  Our  long-range   marketing  plans  include  the
development of an intensive  advertising program involving  newspapers and local
periodicals  in the Denver  metropolitan  area and other  cities along the front
range of Colorado. Mr. David C. Olson, the President,  the Treasurer, a director
and a principal  shareholder of EasyWeb,  contacts potential  customers from the
leads  generated from our  advertising  via  newspapers and indoor signs,  leads
generated from his own sales efforts and referrals of potential customers. While
we employed  two  full-time,  door-to-door  salespersons  for a short  time,  we
terminated them because of the lack of performance in relation to the expense.

                                         5

<PAGE>


     We have sold only a limited number of Internet sites and,  accordingly,  we
have a very  small  customer  base.  While  management  believes,  we  cannot be
certain,  that our plan to market and sell our products and services  online and
via  advertising  will  enable us to develop a customer  base more  quickly  and
cost-effectively  than the employment of traditional marketing methods involving
a sales staff and facility,  among other things. If our marketing plan utilizing
online  marketing  and  advertising  fails,  we may be required to employ  sales
personnel  and/or  compensate  them via salary in addition to  commission.  Such
change(s)  in  our  marketing  plan  could  adversely  affect  revenues  in  the
short-term and necessitate the formulation of additional  marketing  strategies,
with attendant delays and expenses.

Employees and Consultants

     As of the date hereof,  we employ two  individuals,  including Mr. David C.
Olson and Ms. Barbara  Pentrinsky,  the  President/Treasurer  and the Secretary,
respectively, of EasyWeb, on a part-time basis. Both Mr. Olson and Ms. Petrinsky
are considered to be key to our business success.  No cash compensation has been
awarded to, earned by or paid to either of the foregoing or Mr. Robert J. Zappa,
a director of EasyWeb together with Mr. Olson, for all services  rendered in all
capacities through February 8, 2001. For the foreseeable future,  Messrs.  David
C.  Olson and  Robert  J.  Zappa  and Ms.  Barbara  Petrinsky  will  receive  no
compensation  in any form for their services  performed in the capacities of our
executive  officers and/or  directors.  It is anticipated  that at such time, if
ever, as EasyWeb's  financial position permits,  assuming that we are successful
in  raising  additional  funds  through  equity  and/or  debt  financing  and/or
generating a  sufficient  level of revenue  from  operations,  Mr. Olson and Ms.
Petrinsky will receive reasonable  salaries and other appropriate  compensation,
such as bonuses,  coverage under medical and/or life insurance benefit plans and
participation  in stock option and/or other profit sharing or pension plans, for
services  as  executive  officers  of EasyWeb  and  Messrs.  Olson and Zappa may
receive fees for their  attendance  at meetings of the Board of  Directors.  Mr.
Olson  and Ms.  Petrinsky  devote  up to 25% of  their  time and  effort  to the
business  and  affairs of EasyWeb  and Mr.  Zappa  devotes  only such time as is
necessary for him to perform his  responsibilities as a director of EasyWeb. See
P
art I., Item 3.  "Description  of Property," for a description of the Agreement
for  Administrative  Support  dated March 11, 1999,  between  EasyWeb and Summit
Financial  Relations,  Inc.,  an  affiliated  company of which Mr.  Olson is the
President, a director and a controlling  shareholder,  pursuant to which we paid
Summit  the  sum  of  approximately  $8,161  through   January 18,  2001

                                        6

<PAGE>

for use of office space and  administrative  and technical  support  services at
Summit's  offices.  As the sole  shareholder  of  Summit,  Mr.  Olson  benefited
indirectly from these payments.  See Part I, Item 7. "Certain  Relationships and
Related  Transactions,"  and  Part II,  Item 4.  "Recent  Sales of  Unregistered
Securities,"  for  detailed  information  relating to our  issuance on March 11,
1999, to Messrs. Olson and Zappa of 1,600,000 shares, and 800,000 shares, of our
common  stock,  respectively,  in  consideration  for the  payment of $2,500 and
$1,500 in cash (approximately $.002 per share), respectively.


Item 2. Management's Discussion and Analysis or Plan of Operation.

General
-------

     EasyWeb's business plan is to design,  market, sell and maintain customized
and  template,  turnkey  sites on the  Internet  hosted  by third  parties.  Our
business  plan has been prepared  based upon the  popularity of the Internet and
the growing number of businesses interested in advertising and marketing online.
We have generated only $4,000 in revenue and a net loss from operations  through
the date hereof.  For the nine months  ended  September  30, 2000,  and the year
ended  December 31, 1999, we realized  total revenue of $4,162  (unaudited)  and
$-0-,  respectively,  and a net loss of $(63,346) ($(.02) per share) (unaudited)
and $(16,548) ($(.01) per share), respectively.  The increased net loss realized
by EasyWeb for the nine  months  ended  September  30,  2000,  was the result of
increased operating expenses, including,  primarily, salaries and payroll taxes,
professional fees, web site consulting and maintenance and advertising.

     We anticipate that our arrangement in September 2000 with AJ Indoors, Inc.,
an indoor sign company,  to feature EasyWeb on approximately  2,000 indoor signs
throughout the Denver and Colorado front range areas, may assist us in obtaining
an increased  customer base in the future.  Also, we hope to receive  revenue in
the near future from our  arrangement  with  Euthenics  International,  Inc., to
design and maintain the company's web site in exchange for an ongoing royalty of
$.50 per each  bottle of product  sold for a period five  years.  Commencing  in
January  2001,   Euthenics  is  running   infomercials  on  national  television
advertising its dietary supplements.

     Additionally, we intend to generate increased revenue in the future through
the expenditure of additional funds for marketing, advertising and/or promotion.
The  implementation  of these  plans is  dependent  upon  our  ability  to raise
additional  capital from equity and/or debt financing and/or achieve  profitable
operations.  We believe that the revenue  generated from our business may not be
sufficient  to  finance  these and other  future  activities  and that it may be
necessary to raise  additional funds through equity and/or debt financing in the
next twelve months. Although we intend to explore all available alternatives for
debt and/or equity financing,  including, but not limited to, private and public
securities offerings, there can be no assurance that we will be able to generate
additional  capital  for  marketing,  advertising  and  promotion  and/or  other
purposes.  In the event that only limited additional  financing is received,  we
expect our opportunities in the design, marketing and sale of Internet web sites
to be limited.  Further,  even if we succeed in  obtaining  the level of funding
necessary to increase  sales through the  expenditure  of  additional  funds for
marketing,  advertising  and/or promotion,  this will not ensure that operations
will be profitable.

                                        7

<PAGE>

Results of Operations

Nine Months Ended September 30, 2000, Versus Nine Months Ended September 30,
1999
----------------------------------------------------------------------------

     Total revenue was $4,162  (unaudited)  for the nine months ended  September
30,  2000,  as  compared  to total  revenue  of $-0- for the nine  months  ended
December 31, 1999, as a result of the sale of a limited number of web sites.

     We  incurred a net loss of  $(63,346)  (unaudited)  during the nine  months
ended  September 30, 2000, as compared to a net loss of $(9,611) during the nine
months  ended  September  30,  1999,  because of the  factors  described  below.
Operating expenses increased approximately 702%, from $9,611 for the nine months
ended  September  30,  1999,  to $67,508  (unaudited)  for the nine months ended
September   30,  2000.  We   experienced   a  sizeable   increase  in  rent  and
administrative support,  professional fees and other. Additionally,  we incurred
salaries  and  payroll  taxes  of  $17,654   (unaudited)   for  two   full-time,
door-to-door  salespersons,  web site  consulting  and  maintenance  of  $14,330
(unaudited)  and  advertising of $11,310  (unaudited)  for the nine months ended
September  30,  2000,  as  compared  to $-0- for these items for the nine months
ended September 30, 1999.

Nine Months Ended  September 30, 2000,  Versus Year Ended December 31, 1999,  
and Period from  Inception  (September 24, 1998) through December 31, 1998
---------------------------------------------------------------------------

     Total revenue was $4,162  (unaudited)  for the nine months ended  September
30, 2000, as compared to total  revenue of $-0- for the year ended  December 31,
1999,  and the period from inception  (September 24, 1998) through  December 31,
1998. The limited  revenue  realized  during the nine months ended September 30,
2000, is the result of our sale of a limited number of web sites.

     We  incurred a net loss of  $(63,346)  (unaudited)  during the nine  months
ended  September  30, 2000,  as compared to a net loss of $(16,548) and $(1,500)
during  the  year  ended  December  31,  1999,  and the  period  from  inception
(September 24, 1998) through December 31, 1998, because of the factors described
below.  Operating expenses increased from $1,500 and $16,548 for the period from
inception  (September  24, 1998) through  December 31, 1998,  and the year ended
December  31, 1999,  respectively,  to $67,508  (unaudited)  for the nine months
ended  September 30, 2000. We  experienced a sizeable  increase in all operating
expenses  except  rent and  administrative  support  for the nine  months  ended
September  30,  2000,  as  compared  to  the  year  ended   December  31,  1999.
Additionally,  we incurred salaries and payroll taxes of $17,654 (unaudited) for
two full-time, door-to-door salespersons for the nine months ended September 30,
2000, as compared to $-0- salaries and payroll taxes for the year ended December
31, 1999.

Financial Condition, Liquidity and Capital Resources
----------------------------------------------------

     As of  September  30, 2000,  and  December  31,  1999,  we had total assets
consisting  of  cash  of  $41,898  (unaudited)  and  $1,091,  respectively,  and
intangible assets, net of accumulated  amortization of $344 (unaudited) and $17,
respectively, of $1,906 (unaudited) and $191, respectively. We had total current
liabilities of $15,148  (unaudited) and $15,330,  respectively,  as of September
30, 2000 and December  31,  1999.  Working  capital was $26,750  (unaudited)  at
September  30,  2000.  Our total  shareholders'  equity  (deficit)  was  $28,656
(unaudited) and $(14,048),  respectively, as of September 30, 2000, and December
31, 1999, respectively.

                                        8

<PAGE>


     As a result  of our  inability  to  generate  significant  revenue  to date
together with the sizeable increase in our operating expenses, access to capital
may be unavailable in the future except from affiliated  persons. If we are able
to obtain  access  to  outside  capital  in the  future,  it is  expected  to be
necessarily  costly because of high rates of interest and fees. To date, we have
been funded through the sale of common stock for gross proceeds in the amount of
$101,050.  We expect that we may  experience  working  capital  shortages in the
future until such time as we are successful in raising additional capital and/or
achieving profitable operations. While our independent auditor has presented our
financial  statements  on  the  basis  that  we  are  a  going  concern,   which
contemplates  the  realization of assets and the  satisfaction of liabilities in
the normal  course of business  over a reasonable  length of time,  it has noted
that our  significant  operating  losses  raise a  substantial  doubt  about our
ability to continue as a going  concern.  Our future  success  will be dependent
upon our ability to increase sales of our Internet products and services. Should
our efforts to raise  additional  capital  through  equity and/or debt financing
fail,  management is expected to provide the necessary  working capital so as to
permit us to continue as a going concern.

     Net cash used in operating  activities  was $(57,593)  (unaudited)  for the
nine months  ended  September  30, 2000,  primarily,  because of the net loss of
$(63,346) (unaudited) incurred,  offset, primarily, by the value of office space
and  administrative  support  contributed  by  an  affiliated  company  ($5,000)
(unaudited).  For the nine months ended  September  30,  2000,  net cash used in
investing  activities and net cash provided by financing activities was $(2,650)
(unaudited) and $101,050  (unaudited),  respectively.  Cash increased by $40,807
(unaudited),  from $1,091  (unaudited) at the beginning of the period to $41,898
(unaudited) at the end of the period, because of the above-described factors.

Inflation
---------

     We believe that inflation has not had a material impact on our business.

Seasonality
-----------

     We do not believe that our business is seasonal.

I
tem 3. Description of Property.

     We  maintain  our  offices at the  business  offices  located at 6025 South
Quebec  Street,  Suite #150,  Englewood,  Colorado  80111,  of Summit  Financial
Relations,  Inc.  ("Summit"),  an affiliated  corporation  of which Mr. David C.
Olson, the President, the Treasurer, a director and a controlling shareholder of
EasyWeb,  is the President,  a director and the sole shareholder.  Summit leases
its  offices  from an  unaffiliated  company  and shares the  offices  with that
company  and a  number  of  other  affiliated  companies.  We  entered  into the
Agreement for  Administrative  Support with Summit dated March 11, 1999, for use
of office space,  administrative  support (including reception,  secretarial and
bookkeeping  services) and technical support (including use of office,  computer

                                        9

<PAGE>

     and  telecommunications  equipment)  at  Summit's  offices.  The  agreement
provides for us to pay Summit for these  services the amount of $1,500 per month
commencing  in the  month in which we  receive  the  minimum  proceeds  from our
offering of common stock.  During the period following the closing of our common
stock offering through January 18, 2001, we paid Summit the sum of approximately
$8,161.  For the year ended  December 31,  1999,  and the period from January 1,
2000,  through  April 10,  2000,  we  recorded  $12,000  and  $5,000 as rent and
administrative  support expense,  respectively,  with a corresponding  credit to
additional paid-in capital. We have made arrangements with Summit to continue to
utilize  office space free of charge and  administrative  and technical  support
services on an hourly basis pursuant to the Agreement for Administrative Support
until our financial condition improves.  The office space we currently occupy is
expected to be adequate to meet our foreseeable future needs while we are in the
development stage. We own no real property.  Our telephone and facsimile numbers
are (720) 489-8873 and (720) 489-8874, respectively.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth certain information  regarding the ownership
of our common stock as of February 8, 2001, by each  shareholder  known by us to
be the beneficial owner of more than five per cent of our outstanding  shares of
common  stock,  each of our  directors  and all of our  executive  officers  and
directors  of as a  group.  Under  the  General  Rules  and  Regulations  of the
Commission,  a person is deemed to be the beneficial  owner of a security if the
person  has or shares  the power to vote or direct  the  voting,  or  dispose or
direct the disposition,  of the security.  Each of the shareholders named in the
table has sole voting and investment  power with respect to the shares of common
stock beneficially owned.

                                                Shares            Percentage
                                             Beneficially             of
       Beneficial Owner                        Owned (1)           Class (1)
       -----------------                     ------------         -----------
David C. Olson (2) (3)                        1,600,000           44.37%
6025 South Quebec Street, Suite #150
Englewood, Colorado  80111

Robert J. Zappa (3)                             800,000           22.18%
2740 Kendrick Street
Golden, Colorado  80401

Steven E. Muth                                  800,000           22.18%
6463 South Malaya Street
Aurora, Colorado  80016

Barbara Petrinsky (2)
6025 South Quebec Street, Suite #150                -0-            0.00%
Englewood, Colorado  80111

All executive officers and directors          2,400,000           66.55%
as a group (three persons)
------------------

                                       10

<PAGE>

     (1)  Represents  the number of shares of common  stock  owned of record and
beneficially  by each  named  person  or group,  expressed  as a  percentage  of
3,606,200  shares of the Company's  Common Stock  outstanding  as of February 8,
2000.

     (2) Executive officer of the Company.

     (3) Member of the Board of Directors of the Company.


Item 5. Directors, Executive Officers, Promoters and Control Persons.

Executive Officers and Directors

     Set forth below are the names,  ages,  positions  with EasyWeb and business
experience of our executive officers and directors.

     Name                  Age                      Position

David C. Olson*            39             President, Treasurer and Director

Robert J. Zappa*           57             Director

Barbara Petrinsky          58             Secretary
------------------

     *May be deemed to be a "parent" and  "promoter" of EasyWeb,  as those terms
are  defined  in  the  General  Rules  and  Regulations  promulgated  under  the
Securities Act of 1933.

General

     Directors   hold  office  until  the  next  annual   meeting  of  EasyWeb's
shareholders  and  until  their  respective  successors  have been  elected  and
qualify. Officers serve at the pleasure of the Board of Directors. Mr. Olson and
Ms.  Petrinsky  devote up to 25% of their  time and effort to the  business  and
affairs of EasyWeb and Mr. Zappa  devotes only such time as is necessary for him
to perform his  responsibilities as a director of EasyWeb. Set forth below under
"Business  Experience"  is a description  of the business  experience of Messrs.
Olson and Zappa and Ms. Petrinsky.

Family Relationship

     No family  relationship  exists between or among our executive officers and
directors.

                                       11

<PAGE>

Business Experience

     David C. Olson has served as the President, the Treasurer and a director of
EasyWeb  since  March  11,  1999.  He has  served,  since  August  1997,  as the
President,  the Chief Executive Officer, the Treasurer,  a director and the sole
shareholder of Summit Financial Relations, Inc., a business finance,  consulting
and investor  relations  firm with offices in the Denver  Technological  Center,
Englewood,  Colorado, founded by him that provides EasyWeb with office space and
administrative and technical support.  Also, since August 1997, he has served as
the President,  the Chief  Executive  Officer,  the Treasurer,  a director and a
controlling  shareholder of Associate  Capital  Consulting,  Inc., an Englewood,
Colorado,  company  also founded by Mr. Olson that is engaged in the business of
investing in private and  publicly-held  companies and,  additionally,  performs
financial  consulting  services.  Mr. Olson has, since April 28, 1998, served as
the  President/Chief  Executive Officer and, since April 15, 1999, served as the
Secretary, the Chief Financial Officer and the sole director of Max Development,
Inc.,  Englewood,  Colorado,  a  publicly-held  company  co-founded  by  him  in
September  1998 that is engaged in the business of marine diamond mining off the
west coast of the Republic of South Africa.  He has served as a director,  since
May 1999,  and as the  President and the  Treasurer,  since August 1999, of Mile
High Foliage, Inc., Englewood, Colorado, a privately-held wholesale tree nursery
business that he founded in May 1999.  Mr. Olson served,  from June 1999 through
January 2001, as a director of ModeVa Profiles Inc., a privately-held,  Boulder,
Colorado,  manufacturer of building materials. From January 1993 to May 1997, he
held various  positions,  including  Vice  President,  Branch Office  Manager of
Cohig's top producing  branch office and National Sales  Manager,  for Cohig and
Associates,  Inc.  ("Cohig,"  now  part  of  EastBrokers  International,  Inc.),
Englewood,   Colorado,  a  securities  broker-dealer  having  approximately  265
registered  representatives  and offices in twenty-three states that specializes
in NASDAQ SmallCap and growth stocks and initial and secondary public securities
offerings.  During his tenure at Cohig, Mr. Olson served on the firm's Corporate
Finance  Commitment  Committee  and Cohig was  involved  in public  and  private
financing involving several hundred million dollars and numerous companies. From
April  1987 to January  1993,  he was  associated  with  Kober  Financial  Corp.
("Kober"),  Denver,  Colorado, a regional  broker-dealer  specializing in NASDAQ
SmallCap and growth  securities  that was acquired by Cohig in January 1993. Mr.
Olson held a number of positions,  including Executive Vice President,  National
Sales and Syndication, registered broker and account executive during the period
of his  association  with Kober.  During the period from 1982 to 1987,  he was a
registered    representative   associated   with   a   number   of   NASD-member
broker-dealers.

     Robert J. Zappa has served as a director of EasyWeb since February 2, 1999.
Mr.  Zappa,  since  January  1999,  has been the sole owner and the President of
Unitech International,  L.L.C., a Golden, Colorado,  export-import company. From
1992  until his  retirement  in  January  1999,  he served as the  President  of
PolyMedica  Healthcare,  Inc.  ("PolyMedica"),  and as  the  Vice  President  of
PolyMedica   Corporation,   Inc.,  a  wholly-owned   subsidiary  of  PolyMedica.
PolyMedica is a leading  manufacturer  and supplier of consumer home  healthcare
products and the largest  supplier of private label digital  thermometers in the
United  States.  During his tenure at  PolyMedica,  the company's  sales revenue
increased  from  $3,000,000  to  $15,000,000  and  major  supply  programs  were
developed  with  major  U.S.  retail  customers,  including  but not  limited to
WalMart,  Target,  Safeway,  Eckerd and Rite-Aid.  Mr. Zappa, from 1991 to 1992,
served as the President  and Chief  Operating  Officer of Clinical  Diagnostics,
Inc.,  which merged with  PolyMedica  in the fall of 1992.  As the  President of
Clinical  Diagnostics,  he was  successful  in causing  the  company to obtain a
sizable equity position in a distressed company and subsequently  rebuilding and
spinning  that company off. Mr. Zappa was the  President  and sole owner of R.J.
Zappa Distributors, Inc. ("R.J. Zappa Distributors"), the leading wholesale

                                       12

<PAGE>

appliance and electronics distributor in the midwestern United States, from 1982
until  the sale of the  company  in 1990.  From  1974 to 1981,  Mr.  Zappa was a
co-owner  and served as the  Vice-President  of S & A  Distributors,  Inc.,  the
largest  wholesale  appliance and electronics  distributor in Colorado until the
company  closed its  business in 1983 as a result of the  success of R.J.  Zappa
Distributors. Mr. Zappa was employed from 1965 to 1974, variously, as a salesman
(1965-8), as a District Manager (1968-70) and as a Regional Manager (1965-1974),
for Graybar Electric. During the term of his employment by Graybar Electric, Mr.
Zappa was named  Salesman of the Year for two years and District  Manager of the
Year for two years. He attended  Colorado State  University,  concentrating  his
course of study in business and economics, from 1962 to 1965.

     Barbara  Petrinsky  has served as the  Secretary of Easyweb  since July 26,
1999.  She has been  employed  by  Summit  Financial  Relations,  an  affiliated
company,  since November 1998. From April 1990 to July 1998, Mrs.  Petrinsky was
employed by, and from September 1996 to July 1998 during this period, she served
as the Director of, the Montessori School at the Denver Technological Center.

Item 6. Executive Compensation

Executive Compensation

     No cash  compensation  has been  awarded  to,  earned by or paid to Messrs.
David C. Olson and Robert J. Zappa,  President/Treasurer/director and a director
of EasyWeb,  respectively,  and Ms. Barbara  Petrinsky,  our Secretary,  for all
services  rendered in all capacities to EasyWeb since our inception on September
24, 1998. It is anticipated that, for the foreseeable future,  Messrs. Olson and
Zappa and Ms.  Petrinsky  and any other  executive  officer  and/or  director of
EasyWeb, will receive no compensation in any form for services to EasyWeb in the
capacities of executive officer and/or director.

     See Part I., Item 3.  "Description  of Property,"  for a description of the
Agreement for  Administrative  Support dated March 11, 1999, between EasyWeb and
Summit Financial  Relations,  Inc., an affiliated  company of which Mr. Olson is
the President,  a director and a controlling  shareholder,  pursuant to which we
paid Summit the sum of approximately  $8,161 through January 8, 2001, for use of
office  space and  administrative  and  technical  support  services at Summit's
offices.  As a principal  shareholder of Summit, Mr. Olson benefited  indirectly
from these payments.

     See Part I, Item 7. "Certain  Relationships and Related  Transactions," and
Part  II,  Item 4.  "Recent  Sales of  Unregistered  Securities,"  for  detailed
information  relating to our  issuance on March 11, 1999,  to Messrs.  Olson and
Zappa  of  1,600,000   shares,   and  800,000  shares,   of  our  common  stock,
respectively,  in  consideration  for the  payment  of $2,500 and $1,500 in cash
(approximately  $.002 per share),  respectively.  None of our executive officers
and/or directors holds any option to purchase any of our securities.

                                       13

<PAGE>

     Effective March 11, 1999, our Board of Directors and shareholders  approved
the adoption of the Incentive Stock Option Plan (the "Plan")  reserving  175,000
shares of our common  stock for  issuance  upon the  exercise  of stock  options
received by  optionees  under the Plan.  Except for this Plan  described in this
section  captioned  "Executive  Compensation" and elsewhere in this Registration
Statement  on Form  10-SB,  we do not provide our  officers  or  employees  with
pension, stock appreciation rights,  long-term incentive or other plans and have
no intention of implementing any such plans for the foreseeable  future.  In the
future, we may offer stock options to prospective  employees and/or consultants;
however, no options have been granted as of the date hereof. It is possible that
in the future we may establish  various executive  incentive  programs and other
benefits,  including  reimbursement for expenses incurred in connection with our
operations, company automobiles and life and health insurance, for our executive
officers and directors,  but none has yet been granted. The provisions of any of
these plans and benefits will be at the discretion of our Board of Directors.

     Under  Colorado  law and  pursuant to our  Articles of  Incorporation,  the
officers and directors of EasyWeb may be  indemnified  for various  expenses and
damages resulting from their acting in such capacity. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to our
officers or directors pursuant to those provisions, EasyWeb has been informed by
our counsel that, in the opinion of the Securities and Exchange Commission, such
indemnification  is against  public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

Incentive Stock Option Plan

     Effective as of March 11, 1998, Mr. David C. Olson,  our then sole director
and shareholder, approved the Incentive Stock Option Plan (the "Plan") reserving
an aggregate of 175,000 shares of common stock for issuance upon the exercise of
stock options granted to our employees,  consultants and non-employee members of
the Board of Directors under the Plan. The purpose of the Plan is to promote the
growth and  general  prosperity  of EasyWeb by  permitting  us to grant  options
exercisable to purchase shares of common stock to our employees, consultants and
non-employee members of the Board of Directors.

     Pursuant  to the Plan,  we may grant  incentive  stock  options  within the
meaning of Section 422A of the Internal  Revenue  Code of 1986,  as amended,  to
employees  as  well as  non-qualified  stock  options  to  employees,  officers,
directors and consultants.  The Plan provides for administration by our Board of
Directors or by a committee that comprises disinterested members of the Board of
Directors.  The Board or the committee  selects the  optionees,  authorizes  the
grant of options and determines the number of underlying shares of common stock,
the exercise  price,  the term (not to exceed ten years) and any other terms and
conditions of the options. The Board of Directors expects to administer the plan
initially.

     The  exercise  price of each stock  option  under the Plan must be at least
100% of the fair market value of the shares of common stock on the date of grant
as  determined  by the Board of Directors.  Each  incentive  stock option may be
exercisable  for a period,  as determined by the Board of Directors,  but not in
excess of ten years from the date of grant.  The exercise price of all incentive
stock options granted under the Plan to shareholders possessing more than 10% of
the total  combined  voting  power of all classes of our stock must be less than
110% of the fair market value of the shares of common stock on the date of grant
and those  options may be  exercisable  for a period not in excess of five years
from the date of grant. All options granted under the Plan are  non-transferable
and may be exercised only by the optionee or the optionee's estate.

                                       14

<PAGE>

     There is no limit on the number of shares with respect to which options may
be granted under the Plan to any participating employee.  However, the aggregate
fair market value of shares of common stock  (determined  on the date the option
is granted) with respect to which incentive stock options become exercisable for
the first time by an  individual  option  holder during any calendar year (under
all such plans maintained by EasyWeb) may not exceed $100,000.

     Options granted under the Plan may be exercised  within twelve months after
the date of an  optionee's  termination  of employment by reason of his death or
disability,  or within three months after the date of  termination  by reason of
retirement or voluntary termination approved by the Board of Directors, but only
to the extent the option was otherwise  exercisable on the date of  termination.
In the event an optionee's  employment  is terminated  for any reason other than
death, disability,  retirement or voluntary termination approved by the Board of
Directors,  the optionee's  option terminates thirty days after the date of such
termination.

     The Plan will  terminate on February  24, 2009.  The Plan may be amended by
the Board of Directors without  shareholder  approval,  except that no amendment
that increases the maximum  aggregate  number of shares that may be issued under
the Plan or changes the class of employees  who are eligible to  participate  in
the Plan, can be made without the approval of our  shareholders.  As of February
8, 2001, no options have been granted,  and there are no  arrangements  to grant
any  options,  under the Plan.  Options  granted  under the Plan,  and shares of
common  stock  issued  upon  the  exercise  of any  those  options,  will not be
registered with the U.S. Securities and Exchange Commission under the Securities
Act of 1933.  These  securities  will be offered  pursuant to the exemption from
registration provided by Rule 504 of Regulation D promulgated under Section 3(b)
of, or other available exemption under, the Securities Act of 1933. Accordingly,
resales of the securities  will be subject to the  registration  requirements of
Section 5 of,  and Rule 144 of the  General  Rules and  Regulations  promulgated
under, the Securities Act of 1933.

     The Plan provides that the number of shares of common stock underlying each
option and the exercise price of the option shall be proportionately adjusted in
the event of a stock  split,  reverse  stock  split,  stock  dividend or similar
capital adjustment that is effected without receipt of additional  consideration
by EasyWeb.

Compensation of Directors

     Directors  of EasyWeb  receive no  compensation  pursuant  to any  standard
arrangement  for their  services as  directors.  However,  directors who are not
officers  may be paid  an  annual  fee or a fee  per  meeting  of the  Board  of
Directors  in an  amount(s)  to be  determined  in the  future  by the  Board of
Directors.

                                       15

<PAGE>

Item 7.  Certain Relationships and Related Transactions.

     On March 11, 1999, we issued and sold 1,600,000  shares of our common stock
to Mr. David C. Olson,  the President,  the Treasurer and a director of EasyWeb,
in consideration for the sum of $2,500 in cash (approximately $.0016 per share).
Mr. Olson serves as one of our two executive  officers and directors and owns of
record and beneficially 44.4% of the issued and outstanding shares of our common
stock. Also on March 11, 1999, we issued and sold 800,000 shares of common stock
to each of Mr.  Robert J.  Zappa,  a company  director,  and Mr.  Steven Muth in
consideration for the payment by each individual of the amount of $1,500 in cash
(approximately $.0019 per share).

     On March 11, 1999, we entered into the Agreement for Administrative Support
with Summit Financial Relations,  Inc., an affiliated company of which Mr. Olson
is the President,  a director and a controlling  shareholder,  for use of office
space, administrative support (including reception,  secretarial and bookkeeping
services)  and  technical  support  (including  use  of  office,   computer  and
telecommunications  equipment) at Summit's  offices located at 6025 South Quebec
Street, Suite #150, Englewood,  Colorado 80111. The agreement provides for us to
pay Summit for these  services the amount of $1,500 per month  commencing in the
month in which we receive  the  minimum  proceeds  from our  offering  of common
stock.  During the period  following the closing of our common stock offering in
April 2000 through  January 18, 2001, we paid Summit,  pursuant to the Agreement
for  Administrative  Support,  the sum of  approximately  $8,161  for the use of
office  space and  administrative  and  technical  support  services at Summit's
offices. Mr. Olson, as a principal  shareholder of Summit,  benefited indirectly
from these  payments.  For the year ended December 31, 1999, and the period from
January 1, 2000,  through April 10, 2000, we recorded $12,000 and $5,000 as rent
and administrative support expense, respectively, with a corresponding credit to
additional paid-in capital. We have made arrangements with Summit to continue to
utilize  office space free of charge and  administrative  and technical  support
services on an hourly basis pursuant to the Agreement for Administrative Support
for the  foreseeable  future  free  of  charge  until  our  financial  condition
improves.

     Because  of  their  management  positions,  organizational  efforts  and/or
percentage  share  ownership in EasyWeb,  Messrs.  Olson,  Zappa and Muth may be
deemed to be  "parents"  and  "promoters"  of the  Company,  as those  terms are
defined in the Securities Act of 1933 and the applicable  Rules and  Regulations
under the Securities Act of 1933. Because of the above-described  relationships,
transactions  between and among EasyWeb and Messrs.  Olson, Zappa and Muth, such
as the sale of our common stock to each of them as described  above,  should not
be considered to have occurred at arm's-length.

Item 8.  Description of Securities.

Description of Capital Stock

     Our authorized capital stock consists of 30,000,000 shares of common stock,
no par value per share.

Description of Common Stock

     All shares of common  stock have equal  voting  rights  and,  when  validly
issued and outstanding,  are entitled to one vote per share on all matters to be
voted  upon by  shareholders.  The shares of common  stock  have no  preemptive,

                                       16

<PAGE>

subscription,  conversion  or  redemption  rights  and  may be  issued  only  as
fully-paid  and  nonassessable  shares.  Cumulative  voting in the  election  of
directors is permitted. In the event of liquidation of EasyWeb, each shareholder
is  entitled  to  receive a  proportionate  share of our  assets  available  for
distribution to shareholders after the payment of liabilities. All shares of our
common stock issued and outstanding are fully-paid and nonassessable.

     Dividend  Policy.  Holders of shares of the common  stock are  entitled  to
share pro rata in dividends and  distributions  with respect to the common stock
when,  as and if  declared  by the  Board  of  Directors  out of  funds  legally
available  therefor.  We have not paid any  dividends  on our  common  stock and
intend to retain  earnings,  if any, to finance the development and expansion of
our business.  Future  dividend policy is subject to the discretion of the Board
of  Directors  and  will  depend  upon a number  of  factors,  including  future
earnings, capital requirements and our financial condition.

     Transfer  Agent and  Registrar.  The Transfer  Agent and  Registrar for our
common stock is Corporate Stock  Transfer,  Inc., 3200 Cherry Creek Drive South,
Suite #430, Denver, Colorado 80209.


                                     Part II

Item 1. Market Price of and Dividends on Registrant's  Common Equity and Related
        Shareholder Matters.

     (a)  Market Information.

          There has been no  established  public  trading  market for the common
     stock since our inception on September 24, 1998.

     (b)  Holders.

          As of February 8, 2000, we had  fifty-eight  shareholders of record of
     our 3,606,200 issued and outstanding shares of common stock.

     (c)  Dividends.

          We have never paid or declared  any  dividends on our common stock and
     do not anticipate paying cash dividends in the foreseeable future.

Item 2. Legal Proceedings.

     We know of no legal proceedings to which EasyWeb is a party or to which any
of our property is the subject that are pending,  threatened or  contemplated or
any unsatisfied judgments against EasyWeb.

                                       17

<PAGE>

Item 3. Changes in and Disagreements with Accountants.

     We had no  independent  accountant  prior to the retention of Cordovano and
Harvey, P.C., 201 Steele Street, Suite #300, Denver,  Colorado 80206, in May
1999. There has been no change in our independent  accountant  during the period
commencing with the retention of Cordovano and Harvey, P.C., through February 8,
2001.

Item 4. Recent Sales of Unregistered Securities.

     On March 11, 1999, we issued and sold 1,600,000  shares of our common stock
to Mr. David C. Olson,  the President,  the Treasurer and a director of EasyWeb,
in consideration for the sum of $2,500 in cash (approximately $.0016 per share).
Mr. Olson serves as one of the two  executive  officers and directors of EasyWeb
and owns of  record  and  beneficially  approximately  44.4% of the  issued  and
outstanding  shares of our common stock.  Also, on March 11, 1999, we issued and
sold 800,000  shares of common stock to each of Mr. Robert J. Zappa,  a director
of  EasyWeb,  and Mr.  Steven  Muth in  consideration  for the  payment  by each
individual of the amount of $1,500 in cash (approximately  $.0019 per share). We
relied,  in connection  with the sales of the shares,  upon the  exemption  from
registration  afforded by Section 4(2) of the Securities Act of 1933 and Section
11-51-308(1)(p)  of the Colorado Uniform Securities Act (the "Colorado Act"). We
relied upon the fact that our issuance and sale of the shares did not constitute
a public securities  offering together with the fact that Messrs.  Olson,  Zappa
and Muth were executive  officers,  directors,  controlling  shareholders and/or
founders of EasyWeb at the time of the sales, to make the exemptions available.

     On November 9, 1999, we issued and sold 2,000 shares of our common stock to
Associate Capital Consulting,  Inc., an affiliated company of which Mr. Olson is
the President,  the Chief  Executive  Officer,  the Treasurer,  a director and a
controlling  shareholder,   in  consideration  for  the  sum  of  $500  in  cash
(approximately  $.25 per share).  In connection with the sales of the shares, we
relied upon the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933 and Section  11-51-308(1)(p) of the Colorado Act. To make
the exemptions available,  we relied upon the fact that our issuance and sale of
the shares did not  constitute a public  securities  offering  together with the
fact that Mr. Olson was an executive officer, director,  controlling shareholder
and founder of EasyWeb at the time of the sale.

     During the period from December 10, 1999, through April 10, 2000, we issued
and sold an  aggregate  of  404,200  shares  of our  common  stock to a total of
fifty-four  persons,  all of whom are either residents of the states of Arizona,
Colorado,  Florida,  Illinois,  Nevada or Utah, for cash consideration  totaling
$101,050.  We made the sales in reliance  upon the exemption  from  registration
with the U.S.  Securities  and Exchange  Commission  provided  under Rule 504 of
Regulation  D  under  Section  3(b)  of the  Securities  Act  of  1933  and  via
registration by  qualification  with the Colorado  Division of Securities  under
Section  11-51-304 of the Colorado  Act. Our  Application  for  Registration  by
Qualification  became  effective  with the Colorado  Division of  Securities  on
December 10, 1999. No underwriter  was employed in connection  with the offering
and sale of the shares. We relied upon the following, among other, facts to make
the Federal exemption available:

                                       18

<PAGE>

     (i)  The aggregate  offering price for the offering of the shares of common
          stock did not exceed $1,000,000, less the aggregate offering price for
          all  securities  sold within the twelve months before the start of and
          during the offering in reliance on any  exemption  under  Section 3(b)
          of, or in violation of Section 5(a) of, the Securities Act of 1933;

     (ii) The required number of manually executed  originals and true copies of
          Form D were  duly  and  timely  filed  with the  U.S.  Securities  and
          Exchange Commission;

     (iii)We conducted no general  solicitation  or  advertising  in  connection
          with the offering of any of the shares; and

     (iv) The fact that we have not been since our inception:

          (a)  Subject to the reporting  requirements  of Section 13 or 15(d) of
               the Securities Exchange Act of 1934;

          (b)  An "investment company" within the meaning the Investment Company
               Act of 1940; or

          (c)  A development  stage company that either has no specific business
               plan or purpose or has  indicated  that our  business  plan is to
               engage in a merger or acquisition with an unidentified company or
               companies, or other entity or person.

     We sold shares of common stock in the States of Florida,  Illinois,  Nevada
and Utah in  reliance  upon the  exemptions  from  registration  provided  under
Section 517.061 of the Florida  Securities and Investor  Protection Act, Section
4.G of the Illinois Securities Law of 1953, Section 90.530 of the Nevada Uniform
Securities  Act  and  Section  61-1-14  of  the  Utah  Uniform  Securities  Act,
respectively.  We failed to comply with Section  R14-4-102 of the Regulations of
the Arizona Corporation Commission, Title 14, Chapter 4 (the "Regulations"),  in
connection with the offers and sales of a total of 16,000 shares of common stock
to three  residents  of the State of  Arizona.  We have  initiated,  but not yet
completed,  an offer  of  rescission  to these  three  investors  under  Section
R14-4-101 of the  Regulations.  In the event that all three  investors  elect to
rescind their  purchases of our common  stock,  we would be liable to pay them a
total of $4,000,  representing  the  aggregate  purchase  price of their shares,
together  with  interest  at the Arizona  statutory  rate of interest of 10% per
annum.

Item 5. Indemnification of Directors and Officers.

     The last  paragraph  of Article  Twelfth of our  Articles of  Incorporation
contains  provisions  providing  for the  indemnification  of our  directors and
officers as follows:

                                       19

<PAGE>

          "In addition,  the corporation  shall have full authority to indemnify
     its  current or former  directors,  officers,  employees,  fiduciaries  and
     agents as now or  hereinafter  is  permitted  by Section  7-109-101  of the
     Colorado  Business  Corporation  Act, to the full extent  permitted by that
     section, or its successor provisions."

     We have no  agreements  with any of our  directors  or  executive  officers
providing for  indemnification of any of those persons with respect to liability
arising out of his or her capacity or status as an officer and/or director.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director or executive  officer of EasyWeb as to which  indemnification  is being
sought.

                                    PART F/S

     The  Financial  Statements  of EasyWeb,  Inc.,  required by  Regulation  SB
commence  on page  F-1  hereof  in  response  to Part  F/S of this  Registration
Statement on Form 10-SB and are incorporated herein by this reference.

                                    PART III

Item 1. Index to Exhibits.

   Item

Number                                       Description

3.1*    Articles of Incorporation of NetEscapes, Inc., filed September 24, 1998.

3.2*    Articles of Amendment to the Articles of Incorporation for  
        NetEscapes, Inc., filed February 2, 1999.

3.4*    Original Bylaws of NetEscapes, Inc.
------------------
*To be filed herewith.


Item 2.  Description of Exhibits.

     The documents  required to be filed as Exhibit Number 2 in Part III of Form
1-A filed as part of this  Registration  Statement  on Form  10-SB are listed in
Item 1 of this Part III above.  No documents are required to be filed as Exhibit
Numbers 3, 5, 6 or 7 in Part III of Form 1-A, and the  reference to such Exhibit
Numbers is therefore omitted. No additional exhibits are filed hereto.

                                       20

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                                  EASYWEB, INC.
                                                  (Registrant)




Date:  February 12, 2001                   By:    /s/ David C. Olson
                                                  --------------------------
                                                  David C. Olson, President





                                       21

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                          Index to Financial Statements

                                                                          Page
                                                                        --------

Independent auditors' report                                              F-2

Balance sheets, December 31, 1999 and September 30, 2000 (unaudited)....  F-3

Statements of operations, for the year ended December 31, 1999, 
   September 24, 1998 (inception) through December 31, 1998, for 
   the nine months ended September 30, 2000 (unaudited), and September
   24, 1998 (inception) through September 30, 2000 (unaudited)..........  F-4

Statement of shareholder's deficit, September 24, 1998 (inception)
     through September 30, 2000 (unaudited).............................  F-5

Statements of cash flows, for the year ended December 31, 1999, 
   September 24, 1998 (inception) through December 31, 1998, for 
   the nine months ended September 30, 2000 (unaudited), and September
   24, 1998 (inception) through September 30, 2000 (unaudited...........  F-6

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


<PAGE>


                          Independent Auditors' Report

To the Board of Directors and Shareholders
EasyWeb, Inc.

We have audited the accompanying  balance sheet of EasyWeb,  Inc. (a development
stage  company)  as  of  December  31,  1999,  and  the  related  statements  of
operations, shareholders' deficit and cash flows for the year ended December 31,
1999 and from September 24, 1998  (inception)  through  December 31, 1998. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 financial  statements  referred to above present fairly, in
all material respects,  the financial  position of EasyWeb,  Inc. as of December
31, 1999,  and the related  statements of operations and cash flows for the year
ended December 31, 1999 and from September 24, 1998 (inception) through December
31, 1998 in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note A to the  financial
statements,  the Company has a working  capital deficit at December 31, 1999 and
has suffered  significant  operating  losses for the periods from  September 24,
1998  (inception)  through  December 31, 1999.  These factors raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  regarding  those  matters  are also  described  in Note A. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ Cordovano and Harvey, P.C
-----------------------------
Cordovano and Harvey, P.C
Denver, Colorado
August 8, 2000


                                       F-2

<PAGE>


<TABLE>

                                 EASYWEB, INC.
                          (A Development Stage Company)

                                 Balance Sheets
<CAPTION>

                                                                                         
                                                               December 31,      September 30,  
                                                                   1999              2000
                                                              --------------     -------------
                                                                         (Unaudited)      
                                                                                 
Assets                                                                           
Current assets:                                                                  
                                                                                 
<S>                                                              <C>               <C>     
     Cash ....................................................   $  1,091          $ 41,898
                                                                 --------          --------
                                         Total current assets       1,091            41,898
                                                                                 
Intangible assets, net of accumulated amortization of                            
     $17 and $344 (unaudited), respectively (Note A) .........        191             1,906
                                                                 --------          --------
                                                                                 
                                                                 $  1,282          $ 43,804
                                                                 ========          ========
                                                                                 
Liabilities and Shareholders' Equity (Deficit)                                   
Current liabilities:                                                             
                                                                                 
     Accounts payable and accrued liabilities ................   $  8,785          $    750
     Due to affiliate (Note B) ...............................        545               393
     Accrued salaries and payroll taxes ......................          -             8,005
     Advances payable to related parties (Note B) ............      6,000             6,000
                                                                 --------          --------
                                     Total current liabilities     15,330            15,148
                                                                 --------          --------
                                                                                 
Shareholders' equity (deficit) (Note B & D):                                     
     Common stock, no par value; 30,000,000 shares authorized;                   
        3,202,000 and 3,606,200 (unaudited) shares issued and                    
        outstanding, respectively ............................      6,000            93,050
     Additional paid-in capital ..............................     12,000            17,000
     Deferred offering costs .................................    (14,000)                -
     Deficit accumulated during development stage ............    (18,048)          (81,394)
                                                                 ---------         ---------
                          Total shareholders' equity (deficit)    (14,048)           28,656
                                                                 ---------         ---------
                                                                                 
                                                                 $  1,282          $ 43,804
                                                                 ========          ========
</TABLE>


              See accompanying notes to the financial statements.

                                       F-3


<PAGE>


<TABLE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                            Statements of Operations
<CAPTION>

                                                               September 24,                                      September 24,
                                                                    1998                                               1998
                                                 For the        (Inception)      For the Nine     For the Nine     (Inception)
                                                Year Ended        through        Months Ended     Months Ended       through
                                               December 31,     December 31,    September 30,     September 30,   September 30,
                                                   1999             1998             2000             1999             2000
                                               ------------   --------------    --------------   --------------   --------------
                                                                                 (Unaudited)      (Unaudited)      (Unaudited)
Revenue:                                                                                                         
<S>                                             <C>            <C>               <C>              <C>              <C>        
     Commissions, related party (Note B) ....   $         -    $         -       $     4,000      $         -      $     4,000
     Commissions, other .....................             -              -               162                -              162
                                               ------------   --------------    --------------   --------------   --------------
                                Total Revenue             -              -             4,162                -            4,162
                                               ------------   --------------    --------------   --------------   --------------
                                                                                                                   
Operating Expenses:                                                                                                
     Rent and administrative support (Note B)        12,000              -            12,218            7,500           24,218
     Salaries and payroll taxes .............             -              -            17,654                -           17,654
     Professional fees ......................         2,892          1,500             8,582            2,000           12,974
     Web site consulting and maintenance ....         1,000              -            14,330                -           15,330
     Advertising ............................           252              -            11,310                -           11,562
     Other ..................................           404              -             3,414              111            3,818
                                               ------------   --------------    --------------   --------------   --------------
                     Total Operating Expenses       (16,548)        (1,500)          (67,508)          (9,611)         (85,556)
                                               ------------   --------------    --------------   --------------   --------------
                               Operating Loss       (16,548)        (1,500)          (63,346)          (9,611)         (81,394)
                                                                                                                   
Income taxes (Note C) .......................             -              -                 -                -                -
                                               ------------   --------------    --------------   --------------   --------------
                                                                                                                   
                                     Net Loss   $   (16,548)   $    (1,500)      $   (63,346)     $    (9,611)     $   (81,394)
                                               ============    =============     =============    =============    =============
                                                                                                                   
                                                                                                                   
Basic and diluted loss per common share .....   $     (0.01)           N/A       $     (0.02)     $         *      
                                               ============    =============     =============    =============    
Basic and diluted weighted average                                                                                 
     common shares outstanding ..............     2,586,783    $         -         3,471,467        2,382,222      
                                               ============    =============     =============    =============    

</TABLE>

              See accompanying notes to the financial statements.

                                       F-4

<PAGE>




<TABLE>
                                  EASYWEB, INC.
                          (A Development Stage Company)

                   Statement of Shareholders' Equity (Deficit)

      September 24, 1998 (Inception) through September 30, 2000 (Unaudited)
<CAPTION>


                                                                                                   Deficit
                                                                                                 Accumulated
                                                     Common Stock        Additional                During         
                                                 ---------------------    Paid-in    Offering    Development
                                                  Shares      Amount      Capital      Costs        Stage        Total
                                                 ---------   ---------   ---------   ---------   -----------   ---------
<S>                                              <C>         <C>         <C>         <C>          <C>          <C>      
Balance, September 24, 1998 (inception) ......           -   $       -   $     -     $       -    $       -    $       -

Net loss, September 24, 1998 (inception)
   through December 31, 1998 .................           -           -         -             -       (1,500)      (1,500)
                                                 ---------   ---------   ---------   ---------    ----------   ----------
                   Balance, December 31, 1998            -           -           -           -       (1,500)      (1,500)

March 11, 1999, shares sold to officers
   ($.0017/share) (Note B) ...................   2,400,000       4,000           -           -            -        4,000

March 11, 1999, shares issued to director in
   exchange for expenses paid on behalf of
   the Company ($.0017/share) (Note B) .......     800,000       1,500           -           -            -        1,500

Offering costs deferred ......................           -           -           -     (14,000)           -      (14,000)

December 10, 1999, shares sold in a private
   offering at $0.25 per share (Note D) ......       2,000         500           -           -            -          500

Office space and administrative support
   contributed by an affiliate (Note B) ......           -           -      12,000           -            -       12,000

Net loss, year ended December 31, 1999 .......           -           -           -           -      (16,548)     (16,548)
                                                 ---------   ---------   ---------   ---------    ----------   ----------
                   Balance, December 31, 1999    3,202,000       6,000      12,000     (14,000)     (18,048)     (14,048)

March 31, 2000, shares sold in a private
   offering at $0.25 per share, net of $14,000
   of offering costs (Note D) (unaudited) ....     404,200      87,050           -      14,000            -      101,050

Office space and administrative support
   contributed by an affiliate (Note B)
   (unaudited) ...............................           -           -       5,000           -            -        5,000

Net loss, nine months ended September
   30, 2000 (unaudited) ......................           -           -           -           -      (63,346)     (63,346)
                                                 ---------   ---------   ---------   ---------    ----------   ----------
      Balance, September 30, 2000 (Unaudited)    3,606,200   $  93,050   $  17,000   $       -    $ (81,394)   $  28,656
                                                 =========   =========   =========   =========    ==========   ==========

</TABLE>

              See accompanying notes to the financial statements.

                                       F-5

<PAGE>


<TABLE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows
<CAPTION>


                                                                          September 24,                                 September 
                                                                              1998                                       24, 1998
                                                               For the    (Inception)    For the Nine    For the Nine    (Inception)
                                                              Year Ended    through      Months Ended    Months Ended      through
                                                             December 31, December 31,    September 30,  September 30,   September 
                                                                1999         1998            2000            1999         30,2000
                                                             ------------ -------------  --------------  -------------  ------------
                                                                                          (Unaudited)     (Unaudited)    (Unaudited)
Cash flows from operating activities:                                                    
                                                                                         
<S>                                                          <C>          <C>            <C>             <C>            <C>         
    Net loss ............................................... $ (16,548)   $   (1,500)    $   (63,346)    $  (9,611)     $   (81,394)
    Transactions not requiring cash:                                                                                       
       Depreciation and amortization .......................        17             -             485             -              502
       Equipment and intangible assets given in                                                                            
          exchange for services ............................         -             -             450             -              450
       Office space and administrative support                                                                             
          contributed by an affiliate (Note B) .............    12,000             -           5,000         7,500           17,000
    Changes in operating liabilities:                                                                                      
       Increase in accounts payable and accrued liabilities,                                                               
          net of a $1,500 liability satisfied with stock ...     9,330         1,500            (182)        6,064           10,648
                                                             ------------ -------------  --------------  -------------  ------------
Net cash provided by (used in) operating activities ........     4,799             -         (57,593)        3,953          (52,794)
                                                             ------------ -------------  --------------  -------------  ------------
                                                                                                                           
Cash flows from investing activities:                                                                                      
                                                                                                                           
    Equipment purchase .....................................         -             -            (400)            -             (400)
    Payments for intangible assets .........................      (208)            -          (2,250)            -           (2,458)
                                                             ------------ -------------  --------------  -------------  ------------
Net cash (used in) investing activities ....................      (208)            -          (2,650)            -           (2,858)
                                                             ------------ -------------  --------------  -------------  ------------
                                                                                                                           
Cash flows from financing activities:                                                                                      
                                                                                                                           
    Proceeds on advances from related parties (Note B) .....     6,000             -               -             -            6,000
    Proceeds from the sale of common stock (Note D) ........     4,500             -         101,050         4,000          105,550
    Payments for offering costs (Note D) ...................   (14,000)            -               -        (6,000)         (14,000)
                                                             ------------ -------------  --------------  -------------  ------------
Net cash provided by (used in) financing activities ........    (3,500)            -         101,050        (2,000)          97,550
                                                             ------------ -------------  --------------  -------------  ------------
                                                                                                                           
                                          Net change in cash     1,091             -          40,807         1,953           41,898
Cash, beginning of period ..................................         -             -           1,091             -                -
                                                             ------------ -------------  --------------  -------------  ------------
                                         Cash, end of period $   1,091    $        -     $    41,898     $   1,953      $    41,898
                                                             ============ =============  ==============  =============  ============
                                                                                                                           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                                          
Cash paid during the period for:                                                                                           
    Interest ............................................... $       -    $        -     $         -     $       -      $         -
                                                             ============ =============  ==============  =============  ============
    Income taxes ........................................... $       -    $        -     $         -     $       -      $         -
                                                             ============ =============  ==============  =============  ============

Non-cash financing activity:
    Stock issued for satisfaction of debt................... $   1,500    $        -     $         -     $   1,500       $    1,500
                                                             ============ =============  ==============  =============  ============

</TABLE>

              See accompanying notes to the financial statements.

                                       F-6

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

Note A: Organization and summary of significant  accounting  policies with basis
        of presentation
================================================================================

Organization

EasyWeb, Inc. (the "Company") was incorporated in Colorado on September 24, 1998
under the name NetEscapes,  Inc. The name of the Company was changed to EasyWeb,
Inc. on  February 2, 1999.  The Company is a  development  stage  enterprise  in
accordance  with Statement of Financial  Accounting  Standard  (SFAS) No. 7. The
Company  markets web sites on the  Internet,  which are built by a third  party,
Sunstar 2000.  During 2000, the Company entered a verbal  agreement with Sunstar
2000,  whereby the Company  receives a sales  commission  for all  templated web
sites and web site products  sold by the Company.  The Company also pays Sunstar
2000 an hourly rate or  negotiated  fee for work on custom web sites sold by the
Company.

As of December  31,  1999,  the Company  has a working  capital  deficit and has
suffered  significant  operating  losses for the periods from September 24, 1998
(inception)  through December 31, 1999, which raises substantial doubt about its
ability to continue as a going concern.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.  The Company's  ability to
continue as a going concern is dependent upon its ability to generate sufficient
cash  flow to meet  obligations  on a timely  basis  and  ultimately  to  attain
profitability.  The  Company's  management  intends  to obtain  working  capital
through  operations and to seek additional  funding through equity  offerings to
help fund the Company's operations as it expands. There is no assurance that the
Company will be successful in its efforts to raise additional working capital or
achieve  profitable  operations.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


Summary of significant accounting policies
------------------------------------------

Cash equivalents and fair value of financial instruments

For the  purposes of the  statement  of cash flows,  the Company  considers  all
highly  liquid debt  instruments  purchased  with an original  maturity of three
months or less to be cash equivalents.

The carrying  amounts of cash,  accounts  payable and other accrued  liabilities
approximate fair value due to the short-term maturity of the instruments.

Use of estimates

The  preparation  of the  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 financial
statements;  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Accordingly, actual results could differ from those estimates.

Fiscal year

The Company operates on a calendar year.

                                       F-7

<PAGE>


                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

Equipment and depreciation

Equipment is stated at cost.  Equipment is depreciated over its estimated useful
life using the straight-line  method.  Depreciation  expense totaled $-0-, $-0-,
$89 (unaudited) and $89 (unaudited),  respectively,  for the year ended December
31, 1999, September 24, 1998 (inception) through December 31, 1998, for the nine
months ended  September  30, 2000 and  September  24, 1998  (inception)  through
September 30, 2000.  As of September  30, 2000,  the Company had disposed of its
equipment.

Upon  retirement or  disposition  of the furniture and  equipment,  the cost and
accumulated depreciation are removed from the accounts and any resulting gain or
loss is reflected in operations.  Repairs and maintenance are charged to expense
as incurred and expenditures for additions and improvements are capitalized.

Intangible assets, computer software costs and amortization

The  Company  capitalizes  internal  and  external  costs  incurred  to  develop
internal-use  computer  software  during the  application  development  stage in
accordance  with  Statement  of  Position  98-1,  "Accounting  for the  Costs of
Computer Software Developed or Obtained for Internal Use".  Capitalized web-site
development costs are amortized over an estimated life of three years commencing
on the date the  software is ready for its intended  use. The Company  commenced
amortizing  its  web-site  development  costs on  April  11,  2000  (unaudited).
Amortization  expense totaled $17, $-0-, $396 (unaudited) and $413  (unaudited),
respectively,  for  the  year  ended  December  31,  1999,  September  24,  1998
(inception)  through  December 31, 1998, for the nine months ended September 30,
2000 and September 24, 1998 (inception) through September 30, 2000.

Start up and deferred offering costs

Costs related to the organization of the Company have been expensed as incurred.
Costs   related  to  common  stock   offerings  are  deferred  and  recorded  in
shareholders'  deficit until offering proceeds are received,  at which time they
will be  recorded  as a  reduction  of gross  proceeds.  If the  offering is not
successful, the costs will be charged to operations at that time.

Revenue recognition

All of the Company's  income is reported as commission  revenue,  the total sale
price of each web site is not recorded.  Commission  revenue is recognized  when
earned and the  service  has been  performed.  Revenues  through  related  party
transactions are recognized when the service has been performed and the cash has
been received.

Income Taxes

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements  and consist of taxes  currently due plus  deferred  taxes
related  primarily to  differences  between the recorded  book basis and the tax
basis of assets and  liabilities  for  financial and income tax  reporting.  The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating  losses that are  available to offset  future  taxable  income and tax
credits that are available to offset future federal income taxes.

                                       F-8

<PAGE>


                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

Loss per common share

The Company reports earnings (loss) per share using a dual presentation of basic
and diluted  earnings per share.  Basic  earnings  (loss) per share  exclude the
impact of common stock  equivalents.  Diluted  earnings (loss) per share utilize
the average  market price per share when  applying the treasury  stock method in
determining common stock equivalents.  However, the Company has a simple capital
structure for the period presented and, therefore,  there is no variance between
the basic and diluted earnings (loss) per share.

Unaudited interim financial information

The financial  information  presented  herein as of September 30, 2000,  for the
nine months  ended  September  30, 2000 and 1999,  and from  September  24, 1998
(inception)  through  September  30,  2000,  is  unaudited.  In the  opinion  of
management,  all adjustments  (consisting only of normal recurring  adjustments)
which are necessary to provide a fair  presentation of operating results for the
interim period  presented have been made. The results of operations for the nine
months ended September 30, 2000 are not necessarily indicative of the results to
be expected for the year.


Note B: Related party transactions
==================================

Liabilities

At December 31, 1999 and September 30, 2000,  the Company owed an affiliate $545
and $393  (unaudited),  respectively,  for  postage,  printing  and  advertising
expenses paid on behalf of the Company.

During the year ended  December 31, 1999, an officer and two directors  advanced
the Company a total of $6,000  ($2,000 each) for working  capital.  The advances
are unsecured, bear no interest and are due on demand.

Marketing agreement

On February 24, 1999, an affiliate  assigned all of its rights and privileges in
a marketing  agreement to the Company.  The  Agreement  assigns the  affiliate's
rights to market Big Online,  Inc.'s  products and services to the Company.  The
products and services  consist of the development and maintenance of "web sites"
on the Internet for business and  professional  customers.  On May 1, 2000,  the
Company's  affiliate was dissolved and the marketing  agreement was  terminated.
The Company conducted no transactions under the agreement.

Common stock

On March  11,  1999,  the  Company  sold  2,400,000  shares  of its no par value
restricted common stock to two officers for a total of $4,000.

On March  11,  1999,  the  Company  issued  800,000  shares  of its no par value
restricted  common  stock to a director in exchange for legal  expenses  paid on
behalf of the Company totaling $1,500.

                                       F-9

<PAGE>


                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

Rent and administrative support

On March 11, 1999, the Company entered an Administrative  Support Agreement with
an  affiliate,  which  provides  for the use of the  affiliate's  office  space,
administrative  and technical support by the Company.  The Company agreed to pay
the affiliate  $1,500 per month for these  services  beginning in the month when
the minimum  proceeds from the stock  offering are received by the Company.  The
Company received the minimum proceeds from the stock offering during April 2000.

Prior to the Company's receipt of minimum proceeds from its stock offering,  the
affiliate contributed office space,  administrative and technical support to the
Company.  Contributed  rent and  administrative  support was calculated from May
1999 (the first  month the Company  conducted  operating  transactions)  through
April 10, 2000. The Company recorded $12,000 and $5,000  (unaudited) as rent and
administrative support expense with a corresponding credit to additional paid-in
capital for the year ended December 31, 1999 and the period from January 1, 2000
through April 10, 2000.

Following the Company's receipt of minimum proceeds from its stock offering, the
Company  paid  the  affiliate  $1,000  (unaudited)  in  April  2000  and  $1,500
(unaudited) each month from May through August of 2000.

In  September  of 2000,  the Company and  affiliate  amended the  Administrative
Support  Agreement.  Commencing in September  2000, the affiliate began charging
the Company an hourly rate for services and support  rather than the $1,500 flat
fee. The fee charged to the Company for September of 2000 was $218.

Revenue

During the nine months ended  September 30, 2000, the Company earned  commission
revenues totaling $4,000 (unaudited) for the sale of a web site to an affiliate.
The $4,000 (unaudited) commission totaled 96 percent of the revenue generated by
the Company since its inception.


Note C: Income taxes
====================

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows:


<TABLE>
<CAPTION>

                                                                       September 24,
                                                                          1998
                                                                       (inception)         Nine Months         Nine Months
                                                   Year Ended            Through              Ended               Ended
                                                  December 31,        December 31,        September 30,       September 30,
                                                      1999                1998                 2000                1999
                                                 ----------------    ----------------    -----------------   ---------------
                                                                                           (Unaudited)         (Unaudited)
<S>                                                  <C>                  <C>                <C>                 <C>   
U.S. statutory federal rate                          15.00%               15.00%             16.71%              15.00%
State income tax rate, net of federal benefit         4.04%                4.04%              3.96%               4.04%
Permanent differences                                -0.07%                0.00%              0.00%               0.00%
Net operating loss for which no tax                                                       
   benefit is currently available                   -18.97%              -19.04%            -20.67%             -19.04%
                                                 ----------------    ----------------    -----------------   ---------------
                                                      0.00%                0.00%              0.00%               0.00%
                                                 ================    ================    =================   ===============
</TABLE>


                                      F-10

<PAGE>


                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

At December 31, 1999, deferred taxes consisted of a net tax asset of $3,424, due
to operating loss carryforwards of $18,048,  which was fully allowed for, in the
valuation  allowance of $3,424. The valuation allowance offsets the net deferred
tax asset for which  there is no  assurance  of  recovery.  The  changes  in the
valuation  allowance from September 24, 1998  (inception)  through  December 31,
1998  and  for  the  year  ended   December  31,  1999  were  $285  and  $3,139,
respectively. Net operating loss carryforwards will expire through 2019.

At September 30, 2000,  deferred  taxes  consisted of a net tax asset of $16,517
(unaudited),  due to operating loss carryforwards of $81,394 (unaudited),  which
was fully allowed for, in the valuation  allowance of $16,517  (unaudited).  The
valuation  allowance  offsets the net  deferred  tax asset for which there is no
assurance  of  recovery.  The changes in the  valuation  allowance  for the nine
months ended  September  30, 2000 and 1999 were $13,093  (unaudited)  and $1,830
(unaudited),  respectively. Net operating loss carryforwards will expire through
2020.

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
which could reduce or defer the utilization of those losses.


Note D: Shareholders' deficit
=============================


Confidential offering of common stock

During the months from December 1999 through March 2000, the Company conducted a
private  placement  offering  whereby it sold 406,200 shares of its no par value
common  stock for $.25 per share  pursuant  to an  exemption  from  registration
claimed  under  Rule 504 of  Regulation  D of the  Securities  Act of  1933,  as
amended. The shares were sold through the Company's officers and directors.  The
Company received $87,550 after deducting  offering costs totaling  $14,000.  The
Company relied upon exemptions from registration  believed by it to be available
under federal and state securities laws in connection with the offering.

Rescission offer

On July 5, 2000, the Company notified the State of Arizona that it had collected
proceeds  from the common  stock  offering  prior to  meeting  all Blue Sky laws
required  by that  State.  The  Company  may be  contingently  liable to certain
shareholders  who purchased  common stock in the above private  offering if they
elect to have the transactions  rescinded pursuant to the offer of rescission to
be made by the Company. To remedy this situation,  the Company intends to file a
registration  statement  with the  State  of  Arizona,  which  would  include  a
rescission  offer to those  shareholders  who purchased the securities  under an
offering that was deemed to be in violation of the Blue Sky laws of Arizona. The
Company sold 16,000  shares of its no par value  common  stock to three  Arizona
residents for $4,000  through the private stock  offering.  Management  believes
that the amount of the  ultimate  liability  as a result of the offer to rescind
will be minimal.  The amount or probability of any financial liability could not
be reasonably estimated at September 30, 2000.

                                      F-11

<PAGE>


                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

Common stock outstanding

Because of the above offers of rescission,  the Company had not issued any stock
certificates  as of  September  30,  2000.  However,  all common stock for which
consideration  was  received  by the  Company  has been  reported  as issued and
outstanding for the purposes of financial statement presentation.

Stock option plan

The Company has adopted an  incentive  stock  option plan for the benefit of key
personnel and others  providing  significant  services.  An aggregate of 175,000
shares  of common  stock has been  reserved  under  the  plan.  Options  granted
pursuant  to the plan will be  exercisable  at a price no less than 100% of fair
market  value of a common  share on the date of  grant.  There  were no  options
granted under this plan as of September 30, 2000.

                                      F-12







                                                        ((STAMP)) CUSTOMER COPY
                                                               VICTORIA BUCKLEY
                                                    COLORADO SECRETARY OF STATE
                                                  
                                                                 19981172959  C
                                                                      $   50.00
                                                  
                                                             SECRETARY OF STATE
                                                            09-24-1998 16:25:10


                            Articles of Incorporation
                                       for
                                NetEscapes, Inc.
                                                
     The  undersigned  natural person,  older than eighteen  years,  establishes
hereby a  corporation  pursuant to the  Colorado  Business  Corporation  Act, as
amended (the "Act") and adopts these Articles of Incorporation:

     FIRST: The name of the corporation is NetEscapes, Inc.

     SECOND:  The period of its duration is  perpetual.  The  corporation  shall
commence to exist as of the filing date of these Articles.

     THIRD:  The  corporation  shall have and may  exercise  all of the  rights,
powers and privileges now or hereafter  conferred  upon  corporations  organized
under the laws of  Colorado.  In addition,  the  corporation  may do  everything
necessary,  suitable or proper for the  accomplishment  of any of its  corporate
purposes. The corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.

     FOURTH:  (a) The total  number of shares  that the  corporation  shall have
authority to issue is 30,000,000  shares of Common  Stock.  The shares of
 Common
Stock shall have  unlimited  voting rights and shall  constitute the sole voting
group of the  corporation,  except to the extent any additional  voting group or
groups may hereafter be  established  in accordance  with the Act. The shares of
this class also shall be entitled  to receive the net assets of the  corporation
upon dissolution.

     (b) Each  shareholder of record shall have one vote for each share of stock
standing  in his name on the  books of the  corporation  and  entitled  to vote,
except that in the election of  directors  each  shareholder  shall have as many
votes for each share held by him as there are  directors  to be elected  and for
whose election the  shareholder  has a right to vote.  Cumulative  voting of the
Common Stock is mandatory in the election of directors.

     (c) Unless otherwise ordered by a court of competent  jurisdiction,  at all
meetings of  shareholders  one-third of the shares of a voting group entitled to
vote at such  meeting,  represented  in person or by proxy,  shall  constitute a
quorum of that voting group.

     FIFTH:  Shareholders shall not have preemptive rights to acquire additional
shares.

     SIXTH:  The  board  of  directors  may  cause  any  shares  issued  by  the
corporation  to be issued subject to such lawful  restrictions,  qualifications,
limitations or special rights as it determines, or special rights must be stated
on the certificates for the shares.



<PAGE>



     SEVENTH: The address of the initial registered office of the corporation is
3090 South Jamaica Court,  Suite 306,  Aurora,  Colorado 80014;  the name of the
initial registered agent of the corporation is David C. Olson, with an office at
such address.


/s/ David C. Olson
--------------------------------------
Signature of Initial Registered Agent
Confirming Consent to Appointment

     The  address of the initial  principal  office of the  corporation  is 3090
South Jamaica Court, Suite 306, Aurora, Colorado 80014.

     EIGHTH:  (a) The number of  directors  constituting  the  initial  board of
directors of the  corporation  is one. All directors  shall serve until the next
annual meeting of  shareholders  or until their  successors are duly elected and
qualified.  The number of  directors  may be increased  in  accordance  with the
procedures  set for the in the bylaws upon  resolutions  adopted by the board of
directors,  provided that the number of directors shall no be more than five nor
less than two.

     (b) The name and  address of the initial  director is David C. Olson,  3090
South Jamaica Court, Suite 306, Aurora, Colorado 80014

     NINTH: The name and address of the incorporator is Stephen E. Rounds,  4635
East 18th Avenue, Denver, CO 80220.

     TENTH:  The  following  provisions  are inserted for the  management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers  conferred by
laws:

     (a)  Conflicting  Interest   Transactions.   As  used  in  this  paragraph,
"conflicting  interest  transactions" means any of the following:  (i) a loan or
other  assistance by the  corporation to a director of the  corporation or to an
entity in which a director of the  corporation is a director or officer or has a
financial  interest;  (ii) a guaranty by the  corporation  of an obligation of a
director of the corporation or of an obligation of an entity in which a director
of the  corporation  is a director  or officer or has a financial  interest;  or
(iii) a contract or transaction  between the  corporation  and a director of the
corporation or between the  corporation and an entity in which a director of the
corporation is a director or officer or has a financial interest.

     No conflicting interest transaction shall be void or voidable, be enjoined,
be set  aside,  or give  rise to an award of  damages  or other  sanctions  in a
proceeding by a  shareholder  or by or in the right of the  corporation,  solely
because  the  conflicting  interest  transaction  involves  a  director  of  the
corporation or an entity in which a director of the corporation is a director or
officer or has

                                        2



<PAGE>


a  financial  interest,  or  solely  because  the  director  is  present  at  or
participates  in the meeting of the  corporation's  board of directors or of the
committee of the board of  directors  which  authorizes,  approves or ratifies a
conflicting  interest  transaction,  or solely  because the  director's  vote is
counted  for such  purpose  if:  (A) the  material  facts  as to the  director's
relationship  or interest and as to the  conflicting  interest  transaction  are
disclosed or are known to the board of directors or the committee, and the board
of directors or  committee  in good faith  authorizes,  approves or ratifies the
conflicting  interest  transaction by the affirmative  vote of a majority of the
disinterested directors, even though the disinterested directors are less than a
quorum; or (B) the material facts as to the director's  relationship or interest
and as to the conflicting interest transaction are disclosed or are known to the
shareholders  entitled to vote thereon, and the conflicting interest transaction
is specifically authorized,  approved or ratified in good faith by a vote of the
shareholders;  or (C) a  conflicting  interest  transaction  is  fair  as to the
corporation as of the time it is  authorized,  approved or ratified by the board
of directors,  a committee  thereof,  or the shareholders.  Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board of directors or of a committee which authorizes,  approves or ratifies
the conflicting interest transaction.

     (b) Loans and Guaranties for the Benefit of Directors. Neither the board of
directors nor any committee thereof shall authorize a loan by the corporation to
a  director  of the  corporation  or to an  entity  in which a  director  of the
corporation is a director or officer or has a financial interest,  or a guaranty
by the  corporation  of an obligation of a director of the  corporation or of an
obligation of an entity in which a director of the  corporation is a director or
officer  or has a  financial  interest,  until at least ten days  after  written
notice of the proposed  authorization  of the loan or guaranty has been given to
the  shareholders who would be entitled to vote thereon if the issue of the loan
or guaranty were submitted to a vote of the  shareholders.  The  requirements of
this  paragraph  (b) are in  addition  to,  and  not in  substitution  for,  the
provisions of paragraph (a) of this Article TENTH.

     (c) Negation of Equitable Interests in Shares or Rights. Unless a person is
recognized as a shareholder  through  procedures  established by the corporation
pursuant to Section  7-1-7-204 or similar law, the corporation shall be entitled
to treat the  registered  holder of any shares of the  corporation  as the owner
thereof for all purposes  permitted by the Act, including without limitation all
rights  deriving  from such shares,  and the  corporation  shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving  from such shares on the part of any other  person,  including  without
limitation, a purchaser, assignee or transferee of such shares, unless and until
such other person becomes the registered  holder of such shares or is recognized
as such, whether or not the

                                        3



<PAGE>



corporation  shall have  either  actual or  constructive  notice of the  claimed
interest of such other person.  For example,  until such other person has become
the  registered  holder of such  shares or is  recognized  pursuant  to  Section
7-107-204  or  similar  law,  he shall  not be  entitled  to  receive  notice of
shareholder  meetings,  to vote, to examine a list of  shareholders,  to be paid
dividends or other  distributions  payable to  shareholder,  or to own, enjoy or
exercise any other rights  deriving  from such shares  against the  corporation.
Nothing   contained   herein  shall  be  construed  to  deprive  any  beneficial
shareholder,  as defined in Section  7-113-101(1) of any right he may have under
Article 113 of the Act or subsequent law.

     ELEVENTH: Subject to repeal by the shareholders,  the board of directors is
authorized  to adopt,  amend,  and repeal  bylaws,  so long as the bylaws do not
conflict with these Articles of Incorporation.

     TWELFTH:  No director of the corporation  shall be personally liable to the
corporation or to the  shareholders of the corporation for monetary  damages for
breach of  fiduciary  duty to the  corporation  as a  director,  except that the
foregoing  shall not  eliminate  or limit the  liability  of a  director  to the
corporation or to its shareholders for monetary damages for:

     (i)  any breach of a director's  duty of loyalty to the  corporation or its
          shareholders;

     (ii) acts or  omissions  not in good  faith  or which  involve  intentional
          misconduct or a knowing violation of law;

     (iii)voting for or  assenting  to a  distribution  in  violation of Section
          7-106-401  of  the  Act  or  the  articles  of  incorporation  of  the
          corporation,  if it is  established  that the director did not perform
          his duties in compliance with Section  7-108-401 of the Act,  provided
          that the personal  liability of a director in this circumstance  shall
          be limited to the amount of the distribution  which exceeds what could
          have been distributed  without  violation of Section  7-106-401 or the
          articles of incorporation; or

     (iv) any transaction from which the director directly or indirectly derives
          an improper personal benefit.

     Nothing  contained herein shall be construed to deprive any director of his
right to all defenses  ordinarily  available  to a director  nor shall  anything
herein  be  construed  to  deprive  any  director  of any  right he may have for
contribution from any other director or other person.

                                                         4



<PAGE>



     In addition,  the  corporation  shall have full  authority to indemnify its
current or former directors,  officer, employees,  fiduciaries and agents as now
or  hereinafter  is  permitted by Section  7-109- 101 of the  Colorado  Business
Corporation Act, to the full extent permitted by that section,  or its successor
provisions.

         Dated: September 24, 1998

         /s/ Stephen E. Rounds
         ------------------------------------------
         Stephen E. Rounds, incorporator


                                       5




                                                             For office use only
                                                              ((STAMP)) RECEIVED
                                                           1999 FEB - 2 PM 12:20
                                                              SECRETARY OF STATE
                                                               STATE OF COLORADO
                           Mail to: Secretary of State
                              Corporations Section

                            1560 Broadway, Suite 200
                                Denver, CO 80202
                                 (303) 894-2251
                               Fax (303) 894-2242
MUST BE TYPED
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
            ---

Please include a typed
self-addressed envelope
                              ARTICLES OF AMENDMENT

                      TO THE ARTICLES OF INCORPORATION FOR
                                NETESCAPES, INC.


Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation.

FIRST: The current name of the corporation is NetEscapes, Inc.

SECOND: The following  amendment to the Articles of Incorporation was adopted on
February 2, 1999, as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:

  X  No shares have been issued or Directors Elected - Action by Incorporators
-----

     No shares have been issued but Directors Elected - Action by Directors
-----

     Such amendment was adopted by the board of directors where shares have 
     been issued.
-----


     Such amendment was adopted by the shareholders.  The number of shares 
     voted for the amendment was sufficient for approval.
-----

     Articles I. The new name of the corporation shall
 be EasyWeb, Inc.

THIRD:  The manner,  if not set forth in such amendment,  in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows: Not applicable.
                                  ---------------

If these amendments are to have a delayed effective date, please list that date:
Not applicable.
---------------
            (Not to exceed ninety (90) days from the date of filing)


                                  NetEscapes, Inc.
                                  -----------------
                                  

                                  /s/ Stephen E. Rounds
                                  ----------------------------------
                                  By Stephen E. Rounds, Incorporator
 



                                 Original Bylaws
                                       of
                                NetEscapes, Inc.


                                     Office
                                   ----------

     Section  1. The  principal  office of the  corporation  shall be located in
Aurora,  Colorado,  or such other location either within or outside of Colorado,
as the board of directors may designate  from time to time.  Additional  offices
shall be located as determined by the board of directors.

                                  Shareholders
                                  ------------

     Section 2.  Annual Meetings.
                 ---------------

     Annual meetings of shareholders  shall be held on such day during the first
quarter of the year at such time as the board of directors shall  determine.  At
the annual  meetings,  directors  shall be elected  for the  following  12 month
period,  and for the  transaction  of such other  business as properly  may come
before the meeting.

     Section 3.  Special Meetings.
                 ----------------

     Special  meetings of  shareholders,  for any purpose,  may be called by the
board of directors,  or by the corporation if demand or demands has or have been
made by the holders of shares representing at least ten percent of all the votes
entitled to be cast on any issue proposed to be considered at the meeting.

     Section 4. Place of Meeting.  
                ----------------

     The board of directors  shall  designate  any place,  within or without the
state of  Colorado,  as the location  for any annual or special  meeting.  If no
designation  is made,  or if
 a special  meeting be otherwise  called,  the place
shall be in the principal office of the corporation in Colorado.

     Section 5.  Notice of Meeting.
                 ------------------

     Written notice stating the place, date and hour of the meeting,  and in the
case of a special meeting,  the purpose for which called, shall be delivered not
less than 10 nor more than 50 days (or within such other time as may be required
by statute) before date of the meeting,  either  personally or by mail, by or at
direction  of the  President or the  Secretary,  to each  shareholder  of record
entitled to vote. If mailed,  notice shall be deemed given when deposited in the
United States mail, addressed to the shareholder at his address as it appears on
the stock  transfer  books (or other books  evidencing  stock  ownership) of the
corporation, with postage thereon prepaid.

     Section 6.  Closing of Transfer Books or Fixing of Record Date.
                 --------------------------------------------------

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting or any adjournment thereof, or the shareholders  entitled to
receive  payment of  dividends,  or for any other proper  purpose,  the board of
directors  may  provide  that the stock  transfer  books be closed  for a stated
period by not to

                                        1



<PAGE>



exceed 50 days. If the stock  transfer  books shall be closed for the purpose of
determining  shareholders  entitled  to notice of or to vote at a meeting,  such
books shall be closed for at least 10 days  immediately  preceding such meeting.
In lieu of closing the stock transfer  books,  the board of directors may fix in
advance a date as the record date,  such date in any case to be not more than 50
and not less than 10 days prior to the date on which the particular action is to
be taken. If the transfer books are not closed and no record date is fixed,  the
date of resolution of the board of directors  calling for a meeting or declaring
such dividend is adopted,  as the case may be, shall be the record date for such
determination.  When a  determination  of  shareholders  entitled to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  section,  such
determination shall apply to any adjournment thereof.

     Section 7.  Quorum and Manner of Acting; Voting of Shares.
                 ----------------------------------------------

     One-third  of the votes  entitled to be cast on a matter by a voting  group
represented  in person or by proxy,  shall  constitute  a quorum of that  voting
group  for  action  on the  matter.  If less than  one-third  of such  votes are
represented at a meeting,  a majority of the votes which are so represented  may
adjourn the meeting from time to time,  without further notice, for a period not
to  exceed  120 days for any one  adjournment.  If a quorum is  present  at such
adjourned  meeting,  any  business  may be  transacted  which  might  have  been
transacted at the meeting as originally noticed.  The shareholders  present at a
duly  organized  meeting may continue to transact  business  until  adjournment,
notwithstanding  the  withdrawal  of enough  shareholders  to leave  less than a
quorum,  unless the  meeting is  adjourned  and a new record date is set for the
adjourned meeting.

     If a quorum exists, action on a matter other than the election of directors
by a voting  group is  approved  is the votes  cast  withing  the  voting  group
favoring the action  exceed the votes cast within the voting group  opposing the
action,  unless the vote of a greater number or voting by classes is required by
law or the articles of incorporation.

     Each outstanding share, regardless of class, shall be entitled to one vote,
except in the election of directors, except to the extent that the voting rights
of any class or classes are limited or denied by the  articles of  incorporation
as permitted by the Colorado Business Corporation Act.

     Cumulative voting shall be mandatory in the election of directors.  At such
elections,  the  shareholder is entitled to cumulate  votes by  multiplying  the
number of votes the  shareholder  is entitled to cast by the number of directors
for whom the  shareholder  is  entitled  to vote,  and casting the product for a
single candidate or distributing the product among two or more candidates.  That
number of candidates equaling the number of directors to be elected,  having the
highest number of votes cast in favor of their election, shall be elected to the
board of directors.

                                        2



<PAGE>

     Section 8.  Proxies.
                 -------

     At all meetings, a shareholder may vote by proxy executed in writing by the
shareholder or his duly authorized  attorney-in-fact.  Such proxy shall be filed
with the Secretary of the  corporation  before or at the time of the meeting.  A
shareholder  also may use an electronic  transmission  which  provides a written
statement (to the  corporation  or other person) of an  appointment  of a proxy,
which proxy shall be valid if (I) the transmitted  appointment  sets forth or is
transmitted  with  written  evidence  from which it can be  determined  that the
shareholder  transmitted or authorized the transmission of the appointment,  and
(ii) the proxy  appointment  form or similar writing is filed with the secretary
of the  corporation  before or at the time of the meeting.  The appointment of a
proxy if  effective  when  received by the  corporation  and is valid for eleven
months unless a different  period is expressly  provided in the appointment form
or similar writing.

     Any complete copy, including an electronically transmitted facsimile, or an
appointment  of a proxy may be  substituted  for or used in lieu of the original
appointment for any purpose for which the original appointment could be used.

Board of Directors

     Section 9.  General Powers.
                 ---------------

     The business and affairs of the  corporation  shall be managed by its board
of directors.

     Section 10.  Number, Etc.
                  ------------

     The  number  of  directors  on  the  initial  board  of  directors  of  the
corporation  is one.  The initial  director  shall hold  office  until the first
annual meeting of shareholders of the  corporation.  Thereafter,  there shall be
not less than two or more  than five  directors  who  shall be  elected  at each
annual meeting of the  corporation.  The board of directors has the authority to
expand the number of directorships, and to fill the vacancies created thereby on
majority vote of the then directors.  Such newly installed directors shall serve
until the next annual meeting of shareholders, when they may be elected to serve
again by the shareholders.

     Each director shall hold office until the next annual or special meeting of
shareholders  at which a new Board is elected and until his successor shall have
been elected and qualified.

     Section 11.  Regular Meeting.
                  ----------------

     A regular  meeting of the board of directors  shall be held without  notice
immediately after, and at the same place as, the annual meeting of shareholders,
or any special meeting if one or more directors then were elected.  The board of
directors may establish a by resolution the time and place

                                        3



<PAGE>



for the holding of additional  regular  meetings  without notice other than such
resolution.

     Section 12.  Special Meetings.
                  -----------------

     Special  meetings  of the  board of  directors  may be  called by or at the
request of the President or any  director.  A majority of the board of directors
shall fix any place for holding any  special  meeting of the board of  directors
which has been called.

     Section 13.  Notice.
                  -------

     Written  notice  of any  special  meeting  shall be  given  at least  three
business days prior thereto by notice delivered personally,  by telephone, or by
mail to each director at his business address.  If mailed,  such shall be deemed
delivered  when deposited in the United States mail (first class) at least seven
days before the meeting. Telephone notice shall be given at least 48 hours prior
thereto.  Any  director may waive notice of any  meeting.  The  attendance  of a
director at a meeting constitutes a waiver of notice of such meeting,  except in
cases in which a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.  The business to be transacted at any special  meeting of the board of
directors shall be specified in the notice.

     Section 14.  Quorum.
                  -------

     A majority of the required  number of directors  shall  constitute a quorum
for any meeting of the board of directors.

     Section 15.  Manner of Acting.
                  -----------------

     The act of the majority of the directors constitute at a meeting at which a
quorum is present shall be the act of the board of directors.
     
     Section 16.  Vacancies.
                  ----------

     Any vacancy in the board of directors may be filled by the affirmative vote
of a majority of the remaining directors, even if less than a quorum. A director
elected  to fill a  vacancy  shall  be  elected  for the  unexpired  term of his
predecessor in office.

     Section 17.  Compensation.
                  -------------

     By  resolution  of the  board of  directors,  directors  may be paid  their
expenses, if any, of attendance at each meeting, and may be paid a fixed sum for
attendance  at each  meeting,  or a salary as director.  No such  payment  shall
preclude any director from serving the corporation in any other capacity.

     Section 18.  Presumption of Assent.
                  ----------------------

     A director  who is present at a meeting of the Board  shall be  presumed to
have  assented  to  actions  taken  unless his  dissent  shall be entered in the
minutes of the meeting, or unless he or she files written dissent to such action
with the board of directors,  or forwards such dissent by certified mail (return
receipt  requested) to the Secretary of the  corporation  immediately  after the
meeting.  Such right to dissent shall not apply to a director who voted in favor
of such action.

                                        4



<PAGE>




     Section 19.  Action Without a Meeting.
                ---------------------------

     Any action  required or  permitted to be taken at a meeting of the board of
directors (or any committee thereof) may be taken without a meeting if a consent
in  writing  setting  forth the  action  so taken  shall be signed by all of the
directors  (or  committee  members),  and  delivered  to  the  Secretary  of the
corporation  for  inclusion in the Minute Book or for filing with the  corporate
records.  An action taken under this Section is effective when all directors (or
committee  members)  have signed the  consent,  unless the  consent  specifies a
different effective date.

     Directors (or committee  members) may participate in a meeting of the board
of  directors  (or  committee)  by  means of  conference  telephone  or  similar
communications  equipment by which all persons  participating in the meeting can
hear each other at the same time.

     Section 20.  Committees.
                  -----------

     By  resolution  of the board of  directors,  an Executive  Committee may be
designated,  comprised  entirely of directors,  which (to the extent provided in
the resolution)  shall have all the authority of the board of directors,  except
the  authority to (i) declare  dividends  or  distributions,  (ii)  recommend to
shareholders  actions or  proposals  required  to be  approved  by  shareholders
pursuant to law, (iii) fill vacancies on the board of directors or any committee
thereof,  (iv) amend these  Bylaws,  (v) approve a plan of merger not  requiring
shareholder approval, (vi) reduce earned or capital surplus, (vii) authorize the
reacquisition of shares unless pursuant to a general formula or method specified
by the board of directors,  or (viii)  authorize the issuance or sale of, or any
contract to issue or sell shares of stock.

     The board of directors,  having acted regarding  general  authorization for
the  issuance or sale of shares or any contract  therefor  and, in the case of a
series,  the designation  thereof,  may, pursuant to a general formula or method
specified  by the board of  directors  or by adoption of a stock option or other
plan, authorize the Executive Committee to fix the terms of any contract for the
sale of the shares.

     The  board of  directors  may  designate  in the  same  manner  such  other
committees comprised of directors and other persons,  with such authority as the
board of directors may determine, subject to applicable law.

                                    Officers

     Section 21. Number.
                 -------

     The  executive  officers  of  the  corporation  shall  be  a  President,  a
Secretary,  and a Treasurer,  each of whom shall be elected by the Board. One or
more  Vice  Presidents  and other  officers  may be  elected  by the  Board,  as
necessary. The same person may hold more than one office.

                                        5



<PAGE>




     Section 22.  Election and Term.
                  -----------------

     Officers  shall be elected by the board of directors  at the first  meeting
held  after each  annual  meeting  of  shareholders,  and at other such times as
necessary.  Each officer  shall hold office until his  successor is elected,  or
until he shall resign or shall have been removed.

     Section 23.  Removal.
                  --------

     Any  officer  may be  removed  by the board of  directors  whenever  in its
judgment the best interests of the corporation would be served thereby.

     Section 24.  President.
                  ----------

     The president shall be the principal  executive  officer of the corporation
and, subject to control of the board of directors, shall supervise all corporate
business, preside at all meetings of shareholders and of the board of directors,
and sign  with  the  Secretary,  or  other  proper  officer  of the  corporation
thereunto authorized by the board of directors, certificates (if any) for shares
of the corporation,  deeds,  contracts or other instruments,  except in cases in
which execution  shall be expressly  delegated by the board of directors to some
other  officer or agent of the  corporation,  or shall be  required by law to be
otherwise signed or executed.

     Section 25.  Vice President.
                  --------------

     The Vice President(s) shall perform such duties as from time to time may be
assigned by the President or by the board of directors. Further, in the event of
inability or refusal to act, the Vice  President  (or in the event there be more
than one,  the  Executive  Vice  President or the Vice  Presidents  in the order
designated at the time of their election,  or in the absence of any designation,
then in the  order of their  election),  if  there  be a Vice  President,  shall
perform the duties of the President.  Unless provided by resolution of the board
of directors,  no Vice President  except the Executive Vice President shall have
general executive corporate authority with respect to the corporation's affairs.

     Section 26.  Secretary.
                  ----------

     The  Secretary  shall:  (i) keep the minutes of  shareholders  and board of
directors meetings in one or more books provided for that purpose; (ii) see that
all notices are duly given in accordance  with these Bylaws;  (iii) be custodian
of the corporate records;  (iv) sign with the President  certificates for shares
of the  corporation;  and (v) perform such other duties as form time to time may
be assigned by the President or by the board of directors.

     Section 27.  Treasurer.
                  ---------

     The  Treasurer  shall  perform  such  duties  as from  time to time  may be
assigned by the President or by the board of directors.

     Section 28.  Salaries.
                 ---------

     Compensation  of officers  shall be fixed from time to time by the board of
directors.

                                        6



<PAGE>

     Section 29. Loans. 
                 ------

     No loans shall be contracted on behalf of the  corporation  and no evidence
of debt  shall  be  issued  in its  name,  unless  authorized  by the  board  of
directors. Such authority may be general or confined to specific instances.

     Section 30. Banking.
                 --------

     All checks,  drafts or other  orders for  payment of money,  notes or other
evidence of debt shall be signed by such officers, under such restrictions,  and
in such  manner  as  shall  from  time to time be  determined  by the  board  of
directors.

     Section 31.  Certificates.
                  -------------

     Subject to provision in the Articles of Incorporation  with respect to when
certificates must be issued, certificates representing shares of the corporation
shall be in form determined by the board of directors. All certificates shall be
consecutively  numbered  or  otherwise  identified.  The name and address of the
person to whom the shares  represented  thereby are  issued,  with the number of
shares  and date of issue,  shall be entered on the stock  transfer  books.  All
certificates  surrendered to the  corporation for transfer shall be canceled and
no new certificate shall be issued until the former  certificate shall have been
surrendered and canceled,  except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms of indemnity to the
corporation as the board of directors may prescribe.

     Section 32.  Transfer, Conversion and Redemption.
                  ------------------------------------

     Transfer (or  redemption or conversion) of shares shall be effective on the
stock transfer books only by the holder of record or authorized agent, who shall
furnish proper  evidence of authority to transfer (or redeem or convert),  or by
attorney  thereunto  authorized  by  power  duly  executed  and  filed  with the
Secretary,  and  in  all  cases  then  on  surrender  for  cancellation  of  the
certificate.  The person in whose name shares stand on the books shall be deemed
by the corporation to be the owner thereof for all purposes.

     Section 33. Seal.
                 -----

     At such time as determined by the board of directors, the corporation shall
obtain and use on its share certificates a corporate seal.

     Section 34.  Amendments.
                  -----------

     Subject to repeal or change by action of the shareholders  pursuant to law,
these Bylaws may be amended, or repealed and new Bylaws adopted, by the board of
directors.  All amendments shall be dated and identified as such within the text
of these Original Bylaws.

     Section 35.  Interpretation and Severability.
                  --------------------------------

     These  Bylaws  shall  be   interpreted   to  conform  to  the  Articles  of
Incorporation,  the law of the corporation's domicile, and (if necessary for the
corporation to be qualified to transact business in jurisdictions other than its
domicile)  shall be deemed modified to the extent such conformity with other law
may require.  Any changes to these  Bylaws  required by the  preceding  sentence
shall  not  affect  the  remaining  portions  of the  Bylaws,  all of which  are
severable.

                                        7


<PAGE>


The foregoing  Original  Bylaws have been duly adopted by the board of directors
on September __, 1998.

/s/ David C. Olson
-------------------------
David C. Olson, Director