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

   
                                 Amendment No. 1

                                       to
    

                                   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.

                                        2

<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., 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., 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,  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 2000 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  2000 or
other host for the hosting of its web site.

     We market our design and maintenance  services for customized and template,
turnkey  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.
In   September   2000,   we   designed   and   created  a  website   located  at

                                        3

<PAGE>

www.AJOnTheTown.com  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.  We are currently negotiating with one
potential  customer  for a  custom  web site  who  learned  of us from one of AJ
Indoors advertisements.

     As of April 30,  2001,  we had sold  less  than ten web sites and  realized
$5,591  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 and costs relating to another customized site for Euthenics
International,  Inc., 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 from  December 1, 2000,
through  2005.  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"
("MOM")  system with a secure  e-commerce  site in  connection  with  Euthenics'
national infomercial  marketing campaign. We have also agreed to train Euthenics
International  employees on the MOM system by hiring and compensating a mutually
acceptable  expert  consultant.  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

     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,
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.

     We have competed for and entered bids on a number of custom web sites.  The
majority of this business  eventually  has been lost to internet  companies that
are  better-financed  than  EasyWeb.  Although our initial bids are normally for
less money, competitors have undercut bids to a level that we believe would lose
them money.

                                        4

<PAGE>

     Template  Turnkey  Web Sites.  Sunstar  2000,  Inc.,  1177  Mulberry  Lane,
     -----------------------------
Highlands  Ranch,  Colorado 80126,  provides  EasyWeb with the template web site
models it offers.  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 2000's models at a much lower cost than the cost of
a customized  site. The web sites are hosted by Sunstar 2000 or other hosts on a
month-to-month  basis or pursuant to an annual  contract  at a reduced  rate.  A
potential client 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.

     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.

   
     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 2000, to assist
us with programming work in connection with complex maintenance services.

     Hosting Services.  Sunstar 2000, primarily, and other third party providers
     -----------------
will provide  hosting  services for our customers.  Sunstar 2000  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 2000 for hosting,
we

                                        5

<PAGE>

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
of price and  service.  Because we obtain the  template  web sites that we offer
from  Sunstar  2000,  we are in  direct  competition  with  Sunstar  2000 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 2000 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  independent   contractors,   to  minimize  the  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.  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

                                        6

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.

     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 April 30, 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 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 $17,321
through April 30, 2001, for use of office space and administrative and technical
support services at Summit Financial Relation's offices. As the sole shareholder
of Summit  Financial  Relations,  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.
    

                                        7

<PAGE>



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 $5,251 in revenue and a net loss from operations  through
the date  hereof.  For the three  months  ended March 31,  2001,  the year ended
December 31, 2000,  and the year ended  December  31,  1999,  we realized  total
revenue of $340 (unaudited),  $5,251 and $-0-,  respectively,  and a net loss of
$(9,153) (less than $.01 per share)  (unaudited),  $(74,484)  ($(.02) per share)
and $(16,548) (less than $.01 per share),  respectively.  The increased net loss
realized by EasyWeb for the year ended  December  31,  2001,  as compared to the
year ended  December 31, 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.

                                        8

<PAGE>

Results of Operations

   
Three Months Ended March 31, 2001, Versus Three Months Ended March 31, 2000
---------------------------------------------------------------------------

     Total  revenue was $340  (unaudited)  from the sale of one web site for the
three months ended March 31, 2001,  as compared to total revenue of $-0- for the
three months ended March 31, 2000.

     We  incurred a net loss of  $(9,153)  (unaudited)  during the three  months
ended March 31, 2001, as compared to a net loss of $(5,363)  (unaudited)  during
the three months ended March 31, 2000,  because of the factors  described below.
Operating expenses increased approximately 177%, from $5,363 (unaudited) for the
three months ended March 31, 2000,  to $9,493  (unaudited)  for the three months
ended March 31, 2001. We experienced a sizeable  increase in  professional  fees
and other.  However,  rent and administrative  support decreased  substantially.
Additionally,   we  incurred  web  site   consulting  and  maintenance  of  $216
(unaudited)  for the three  months  ended  March 31,  2001,  as compared to $-0-
(unaudited)  for this item for the three  months  ended March 31,  2001.  On the
other hand, we incurred $153 (unaudited) for advertising during the three months
ended March 31, 2000, as compared to $-0- (unaudited) for advertising during the
three months ended March 31, 2001.

Year Ended December 31, 2000, Versus Year Ended December 31, 1999
-----------------------------------------------------------------

     Total revenue was $5,251 for the year ended  December 31, 2000, as compared
to total  revenue of $-0- for the year ended  December  31,  1999.  The  limited
revenue  realized  during the year ended December 31, 2000, is the result of our
sale of a limited number of web sites.

     We  incurred a net loss of  $(74,484)  during the year ended  December  31,
2000, as compared to a net loss of $(16,548)  during the year ended December 31,
1999, because of the factors described below.  Operating expenses increased from
$16,548  for the year ended  December  31,  1999,  to $79,735 for the year ended
December 31, 2000. We experienced a sizeable increase in all operating  expenses
except rent and administrative  support for the year ended December 31, 2000, as
compared to the year ended December 31, 1999. Additionally, we incurred salaries
and payroll  taxes of $20,729 for the year ended  December 31, 2000, as compared
to $-0-  salaries and payroll  taxes for the year ended  December  31, 1999.  In
addition,   we  incurred   $8,299  in  costs   associated  with  the  Letter  of
Understanding  and Terms dated November 1, 2000,  with Euthenics  International.
See Part I, Item 1. "Description of Business," (a) "Business Development," for a
description of this document.

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

     As of  March  31,  2001,  and  December  31,  2000,  we had  total  assets,
consisting  of  cash of  $16,451  (unaudited)  and  $26,707,  respectively,  and
intangible assets, net of accumulated amortization of $719 (unaudited) and $531,
respectively,  of $1,531  (unaudited)  and  $1,719,  respectively.  We had total
current liabilities of $9,617 (unaudited) and $10,908, respectively, as of March
31, 2001, and December 31, 2000. Working capital was $6,834 (unaudited) at March
31, 2001. Our total  shareholders'  equity was $8,365  (unaudited)  and $17,518,
respectively, as of March 31, 2001, and December 31, 2000, respectively.
    

     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

                                        9

<PAGE>

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 $(10,256)  (unaudited)  for the
three  months  ended  March  31,  2001,  primarily,  because  of the net loss of
$(9,153)  (unaudited)  incurred.  Net  cash  used in  operating  activities  was
$(72,784) for the year ended  December 31, 2000,  primarily,  because of the net
loss of $(74,484) incurred,  offset, primarily, by the value of office space and
administrative  support  contributed by an affiliated company ($5,000).  For the
three months ended March 31, 2001, net cash used in investing activities and net
cash provided by financing activities was $-0- (unaudited) and $-0- (unaudited),
respectively.  Cash  decreased  by  $10,256  (unaudited),  from  $26,707  at the
beginning of the period to $16,451 (unaudited) at the end of the period, because
of the above-described  factors.  For the year ended December 31, 2000, net cash
used in investing  activities  was  $(2,650) and net cash  provided by financing
activities was $101,050. Cash increased by $25,616, from $1,091 at the beginning
of the year to  $26,707 at the end of the year,  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
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

                                       10

<PAGE>

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 April 30, 2001, we paid Summit the sum of  approximately
$17,321.  For the year ended December 31, 2000, and the three months ended March
31, 2001, we recorded $13,027,  including $5,000 that was contributed,  and $294
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 and  administrative  and  technical  support
services  pursuant to the  Agreement for  Administrative  Support free of charge
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 April 30, 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)
------------------

                                       11

<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*            40             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.


                                       12

<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. Summit Financial Relations is a
corporate financial  consulting firm that specializes in making introductions to
sources of capital for private and publicly-traded  companies.  Summit Financial
Relations also acts as an investor relations firm, representing public companies
to the marketplace.  Summit Financial Relations, which was founded by Mr. Olson,
is located in the Denver Technological Center, Englewood, Colorado, and 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 the sole shareholder of Associate Capital Consulting,
Inc.,  an  Englewood,  Colorado,  company  also founded by Mr.  Olson,  which is
engaged in the business of investing in private and publicly-held companies. 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 and a  controlling  shareholder,  since May
1999,  and as the Secretary 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.  From January  1993 to May 1997,  he held
various positions,  including National Sales Manager,  Vice President and Branch
Office Manager of Cohig's top producing branch,  for Cohig and Associates,  Inc.
("Cohig," now part of Global Capital Securities, Inc.), Englewood,  Colorado. At
that time, Cohig, a full-service  brokerage firm, specialized in NASDAQ SmallCap
and growth stocks and initial and secondary public securities offerings.  During
his  tenure  as  National  Sales  Manager,  the  firm's  sales  force  peaked to
approximately 265 registered  representatives at twenty-three offices across the
U.S.,  up from 140 when he accepted the  position.  Mr. Olson also served on the
firm's Corporate Finance  Commitment  Committee and Cohig was involved in public
and private  financing  involving  hundreds of millions of dollars and  numerous
companies  while at Cohig.  From April 1987 to January 1993,  he was  associated
with  Kober  Financial  Corp.,  Denver,   Colorado,  a  regional   broker-dealer
specializing in NASDAQ SmallCap and growth securities that was acquired by Cohig
in January  1993.  During this  period,  Mr. Olson  advanced to  Executive  Vice
President, Sales and Syndication.  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.
Since  September  2000, he has been the managing  member and principal  interest
holder of K-Jump Health Co. USA, LLC, a Golden, Colorado, company founded by Mr.
Zappa that  purchased  the assets of  PolyMedica  Health  Co., a  subsidiary  of
PolyMedica  Corp.  K-Jump Health Co. USA  manufactures and imports consumer home
healthcare  products with a joint venture  partner in Asia and  distributes  the
products under a private label to such major U.S. retailers as WalMart,  Target,
Safeway,  Albertsons,  Eckerd  Drug,  Rite-Aid,  McKesson  Wholesale  and Bergin
Brunswick.  K-Jump Health Co. USA is the largest manufacturer and distributor of
private  label  digital/electronic  thermometers  in the U.S. Mr.  Zappa,  since
January   1999,   has  been  the  sole  owner  and  the   President  of  Unitech
International,  L.L.C., a Golden, Colorado, import-export company. Since October
15, 1999,  Mr. Zappa has been a director and a controlling  shareholder  of Mile
High  Foliage.  From 1992 until his  retirement  in January  1999,  he served as
President  of  PolyMedica  Healthcare,   Inc.,  a  wholly-owned   subsidiary  of
PolyMedica  Corp.,  and as Vice  President of PolyMedica  Corporation,  Inc. Mr.
Zappa, from 1991 to 1992, served as the President and Chief Operating Officer of
Clinical Diagnostics, Inc., which merged with PolyMedica Corporation in the fall

                                       13

<PAGE>

of 1992. He secured a sizable equity  position in Clinical  Diagnostics  and, as
President of the company,  rebuilt it to  profitability  and  successfully  spun
Clinical  Diagnostics  off to PolyMedica  Corp.  Mr. Zappa was the President and
sole owner of R.J. Zappa  Distributors,  Inc., a leading wholesale appliance and
electronics  distributor in the Rocky Mountain region,  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., until he left to form R.J.
Zappa  Distributors.  Mr. Zappa was employed,  from 1965 to 1974, as a salesman,
then a District  Manager  and finally a Regional  Manager 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 the sole  shareholder,  pursuant to which we paid
Summit the sum of  approximately  $17,321  through  April 30,  2001,  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.  None of our executive officers
and/or directors holds any option to purchase any of our securities.

                                       14

<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

                                       15

<PAGE>

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.

     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.


                                       16

<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 the sole 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 April 30, 2001, we paid Summit, pursuant to the Agreement for
Administrative  Support,  the sum of approximately $17,321 for the use of office
space and administrative and technical support services at Summit's offices. Mr.
Olson,  as the sole  shareholder  of  Summit,  benefited  indirectly  from these
payments. For the three months ended March 31, 2001, and the year ended December
31, 2000, we recorded $294 and $13,027, including $5,000 that was contributed 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 and  administrative  and  technical  support
services  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.


                                       17

<PAGE>

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,
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 April 30, 2001, 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.

                                       18

<PAGE>

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.

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


                                       19

<PAGE>

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:

     (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:

                                       20

<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.

   
10.0    Letter of Understanding and Terms dated November 1, 2000 between  
        EasyWeb, Inc., and Euthenics International, Inc.
------------------
        * Filed Previously
    

                                       21

<PAGE>


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.



                                   SIGNATURES

   
     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this Amendment No. 1 to the Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized.
    

                                                  EASYWEB, INC.
                                                  (Registrant)




   
Date:  April 30, 2001                      By:    /s/ David C. Olson
                                                  --------------------------
                                                  David C. Olson, President
    


                                       22

<PAGE>

   
                                  EASYWEB, INC.
                          (A Development Stage Company)

                          Index to Financial Statements

                                                                           Page
                                                                           -----

Independent auditors' report ............................................   F-2

Balance sheets, December 31, 2000 and March 31, 2001 (unaudited) ........   F-3

Statements of operations,  for the years ended December 31, 2000, 
   and 1999, from September 24, 1998  (inception)  through  
   December 31, 2000,  for the three months  ended 
   March 31, 2001  (unaudited)  and 2000  (unaudited),  and from
   September 24, 1998 (inception) through March 31, 2001 (unaudited) ....   F-4

Statement of shareholder's equity, September 24, 1998 (inception)
     through March 31, 2001 (unaudited) .................................   F-5

Statements of cash flows,  for the years ended December 31, 2000 
   and 1999,  from September 24, 1998  (inception)  through  
   December 31, 2000,  for the three months  ended 
   March 31, 2001  (unaudited)  and 2000  (unaudited),  and from
   September 24, 1998 (inception) through March 31, 2001 (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,  2000,  and  the  related  statements  of
operations, shareholders' equity and cash flows for the years ended December 31,
2000 and 1999,  and the period  from  September  24,  1998  (inception)  through
December 31, 2000.  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 auditing standards generally accepted
in the United  States.  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, 2000, and the related  statements of operations and cash flows for the years
ended  December  31, 2000 and 1999,  and from  September  24,  1998  (inception)
through  December 31, 2000 in conformity  with accounting  principles  generally
accepted in the United States.

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, 2000 and
has suffered significant  operating losses during the periods from September 24,
1998  (inception)  through  December 31, 2000.  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
April 20, 2001




                                       F-2


<PAGE>


<TABLE>

                                 EASYWEB, INC.
                          (A Development Stage Company)

                                 Balance Sheets
<CAPTION>

                                                                            December 31,     March 31,
                                                                                2000          2001
                                                                            ------------    -----------
                                                                                    (Unaudited)
Assets
Current assets:
<S>                                                                         <C>             <C>      
     Cash ...............................................................   $  26,707       $  16,451
                                                                            ------------    -----------
                                                     Total current assets      26,707          16,451
                                                                                          
Web site development costs, net of accumulated amortization                               
     of $531 and $719 (unaudited), respectively (Note A) ................       1,719           1,531
                                                                            ------------    -----------
                                                                                          
                                                                            $  28,426       $  17,982
                                                                            ============    ===========
                                                                                          
Liabilities and Shareholders' Equity                                                      
Current liabilities:                                                                      
     Accounts payable and accrued liabilities ...........................   $   4,762       $   3,480
     Due to affiliate (Note B) ..........................................         146             137
     Indebtedness to related parties (Note B) ...........................       6,000           6,000
                                                                            ------------    -----------
                                                Total current liabilities      10,908           9,617
                                                                            ------------    -----------
                                                                                          
Shareholders' equity (Note B & D):                                                        
     Common stock, no par value; 30,000,000 shares authorized;                            
        3,606,200 and 3,606,200 (unaudited) shares issued and                             
        outstanding, respectively .......................................      93,050          93,050
     Additional paid-in capital .........................................      17,000          17,000
     Deficit accumulated during development stage .......................     (92,532)       (101,685)
                                                                            ------------    -----------
                                               Total shareholders' equity      17,518           8,365
                                                                            ------------    -----------
                                                                                          
                                                                            $  28,426       $  17,982
                                                                            ============    ===========
</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              For the Three               1998
                                               For the Years Ended        (Inception)           Month Ended            (Inception)
                                                   December 31,            through                 March 31,             through
                                            ---------------------------   December 31,   ---------------------------     March 31,
                                                2000           1999          2000           2001           2000            2001
                                            -----------     -----------  -------------   -----------     -----------   -----------
                                                                          (Unaudited)    (Unaudited)     (Unaudited)
Revenue:
<S>                                         <C>             <C>          <C>             <C>             <C>           <C>        
    Commissions, related party (Note B)     $     4,000     $         -  $     4,000     $         -     $         -   $     4,000
    Commissions, other .................          1,251               -        1,251             340               -         1,591
                                            -----------     -----------  -------------   -----------     -----------   -----------
                           Total revenue          5,251               -        5,251             340               -         5,591
                                            -----------     -----------  -------------   -----------     -----------   -----------

Operating expenses:
    Rent and administrative support
       (Note B) ........................         13,027          12,000       25,027             294           4,500        25,321
    Salaries and payroll taxes .........         20,729               -       20,729               -               -        20,729
    Professional fees ..................         12,797           2,892       17,189           8,009             710        25,198
    Web site consulting and maintenance           9,135           1,000       10,135             216               -        10,351
    Information technology agreement                  
       (Note E) ........................          8,299               -        8,299               -               -         8,299
    Advertising ........................         11,662             252       11,914               -             153        11,914
    Depreciation and amortization ......            672              17          689             188               -           877
    Other ..............................          3,414             387        3,801             786               -         4,587
                                            -----------     -----------  -------------   -----------     -----------   -----------
                Total operating expenses        (79,735)        (16,548)     (97,783)         (9,493)         (5,363)     (107,276)
                                            -----------     -----------  -------------   -----------     -----------   -----------
                          Operating loss        (74,484)        (16,548)     (92,532)         (9,153)         (5,363)     (101,685)

Income taxes (Note C) ..................              -               -            -               -               -             -
                                            -----------     -----------  -------------   -----------     -----------   -----------

                                Net Loss    $   (74,484)    $   (16,548) $   (92,532)    $    (9,153)    $    (5,363)  $  (101,685)
                                            ===========     ===========  =============   ===========     ===========   ===========


Basic and diluted loss per common share     $     (0.02)    $         *                  $        *      $        *  
                                            ===========     ===========                  ===========     ===========   
Basic and diluted weighted average                                                       
    common shares outstanding ..........      3,505,150       2,586,783                    3,606,200       3,202,000
                                            ===========     ===========                  ===========     ===========   
</TABLE>

              See accompanying notes to the financial statements.

                                       F-4

<PAGE>




<TABLE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Statement of Shareholders' Equity

        September 24, 1998 (Inception) through March 31, 2001 (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 ($.0019/share) (Note B) .....        800,000        1,500            -            -             -         1,500
                                              
Offering costs deferred ....................              -            -            -      (14,000)            -       (14,000)
                                              
November 9, 1999, shares sold to affiliate    
   at $0.25 per share (Note B) .............          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 2000, shares sold in a private          
   offering at $0.25 per share, net of        
   $14,000 of offering costs (Note D) ......        404,200       87,050            -       14,000             -       101,050
                                              
Office space and administrative support       
   contributed by an affiliate (Note B) ....              -            -        5,000            -             -         5,000
                                              
Net loss, year ended December 31, 2000 .....              -            -            -            -       (74,484)      (74,484)
                                                  ---------    ---------    ---------    ---------     ---------     ---------
                  Balance, December 31, 2000      3,606,200       93,050       17,000            -       (92,532)       17,518
                                              
Net loss, three months ended March 31,        
   2001 (unaudited) ........................              -            -            -            -        (9,153)       (9,153)
                                                  ---------    ---------    ---------    ---------     ---------     ---------
         Balance, March 31, 2001 (unaudited)      3,606,200    $  93,050    $  17,000    $       -     $(101,685)    $   8,365
                                                  =========    =========    =========    =========     =========     =========
</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,  
                                                                                              1998
                                                                For the Years Ended         (Inception)
                                                                   December 31,               through 
                                                             --------------------------     December 31,
                                                                 2000         1999             2000 
                                                             -----------  -----------      -------------   
                                                                                                         
Cash flows from operating activities:
<S>                                                          <C>          <C>              <C>             
   Net loss ................................................ $ (74,484)   $  (16,548)      $  (92,532)      
   Transactions not requiring cash:                                                      
      Depreciation and amortization ........................       672            17              689        
      Equipment and intangible assets                                                    
         exchanged for services ............................       450             -              450        
      Office space and administrative support                                            
         contributed by an affiliate (Note B) ..............     5,000        12,000           17,000        
   Changes in operating liabilities:                                                     
      Increase in accounts payable and accrued liabilities,                              
         net of a $1,500 liability satisfied with stock ....    (4,422)        9,330            6,408        
                                                             -----------  -----------      -------------   
         Net cash provided by (used in) operating activities   (72,784)        4,799          (67,985)      
                                                             -----------  -----------      -------------   
                                                                                         
Cash flows from investing activities:                                                    
   Equipment purchase ......................................      (400)            -             (400)       
   Payments for intangible assets ..........................    (2,250)         (208)          (2,458)       
                                                             -----------  -----------      -------------   
                     Net cash (used in) investing activities    (2,650)         (208)          (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) .........   101,050         4,500          105,550        
   Payments for offering costs (Note D) ....................         -       (14,000)         (14,000)       
                                                             -----------  -----------      -------------   
         Net cash provided by (used in) financing activities   101,050        (3,500)          97,550        
                                                             -----------  -----------      -------------   
                                                                                         
Net change in cash .........................................    25,616         1,091           26,707       
Cash, beginning of period ..................................     1,091             -                -        
                                                             -----------  -----------      -------------   
                                         Cash, end of period $  26,707    $    1,091       $   26,707      
                                                             ===========  ===========      =============
                                                                                         
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      
                                                             ===========  ===========      =============
</TABLE>





<TABLE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows
                                   (Continued)

<CAPTION>
        


                                                                                           September 24, 
                                                                  For the Three                1998      
                                                                   Month Ended              (Inception)   
                                                                    March 31,                 through     
                                                             ------------------------        March 31,   
                                                                2001        2000               2001      
                                                             -----------  -----------      -------------   
Cash flows from operating activities:                        (Unaudited)  (Unaudited)                                            
<S>                                                          <C>          <C>              <C>       
   Net loss ................................................ $  (9,153)   $   (5,363)      $(101,685)
   Transactions not requiring cash:                                                                 
      Depreciation and amortization ........................       188             -             877 
      Equipment and intangible assets                                                               
         exchanged for services ............................         -             -             450 
      Office space and administrative support                                                       
         contributed by an affiliate (Note B) ..............         -         4,500          17,000 
   Changes in operating liabilities:                                                                
      Increase in accounts payable and accrued liabilities,                                         
         net of a $1,500 liability satisfied with stock ....    (1,291)         (110)          5,117 
                                                             -----------  -----------      -------------   
         Net cash provided by (used in) operating activities   (10,256)         (973)        (78,241)
                                                             -----------  -----------      -------------   
                                                                                                    
Cash flows from investing activities:                                                               
   Equipment purchase ......................................         -             -            (400)
   Payments for intangible assets ..........................         -             -          (2,458)
                                                             -----------  -----------      -------------   
                     Net cash (used in) investing activities         -             -          (2,858)
                                                             -----------  -----------      -------------   
                                                                                                    
Cash flows from financing activities:                                                               
   Proceeds on advances from related parties (Note B) ......         -             -           6,000 
   Proceeds from the sale of common stock (Note D) .........         -             -         105,550 
   Payments for offering costs (Note D) ....................         -             -         (14,000)
                                                             -----------  -----------      -------------   
         Net cash provided by (used in) financing activities         -             -          97,550 
                                                             -----------  -----------      -------------   
                                                                                                    
Net change in cash .........................................   (10,256)         (973)         16,451 
Cash, beginning of period ..................................    26,707         1,091               - 
                                                             -----------  -----------      -------------   
                                         Cash, end of period $  16,451    $      118       $  16,451 
                                                             ===========  ===========      =============
                                                                                                    
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 
                                                             ===========  ===========      =============
</TABLE>


                                                            
              See accompanying notes to the financial statements.

                                       F-6

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                          Notes to 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,  2000,  the Company  has a working  capital  deficit and has
suffered significant operating losses during the periods from September 24, 1998
(inception)  through December 31, 2000, 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 and accounts payable  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.

Year-end

The Company operates on a calendar year.


                                       F-7


<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                          Notes to 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 $89, $-0-, and
$89,  respectively,  for the years ended  December  31,  2000 and 1999,  and the
period  from  September  24,  1998   (inception)   through  December  31,  2000.
Depreciation  expense  totaled  $-0-  (unaudited),  $-0-  (unaudited),  and  $89
(unaudited),  respectively,  for the three months ended March 31, 2001 and 2000,
and the period from September 24, 1998 (inception) through March 31, 2001. As of
December 31, 2000, the Company had disposed of its equipment.  There was no gain
or loss on the disposal of the 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.

Web site development costs and amortization

The Company capitalizes  internal and external costs incurred to develop its web
site 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.  Amortization  expense totaled $531, $-0-,
and $531, respectively,  for the years ended December 31, 2000 and 1999, and the
period  from  September  24,  1998   (inception)   through  December  31,  2000.
Amortization  expense  totaled  $188  (unaudited),  $-0-  (unaudited),  and $719
(unaudited),  respectively,  for the three months ended March 31, 2001 and 2000,
and the period from September 24, 1998 (inception) through March 31, 2001.

In addition,  the Company  adopted the Emerging Issues Task Force Issue No. 00-2
("EITF  00-2"),  "Accounting  for Web Site  Development  Costs," during the year
ended December 31, 2000. EITF 00-2 requires the  implementation of SOP 98-1 when
software  is used by a vendor in  providing  a  service  to a  customer  but the
customer does not acquire the software or the right to use it.

Impairments on long-lived assets

The Company evaluates the recoverability of long-lived assets in accordance with
Statement of Financial  Accounting  Standards ("SFAS") No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
of." SFAS No. 121 requires recognition of impairment of long-lived assets in the
event the net book value of such  assets  exceeds the future  undiscounted  cash
flows attributable to such assets.

Deferred offering costs

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

Start up costs

Costs related to the organization of the Company have been expensed as incurred.

                                       F-8

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                          Notes to 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  difference
between the basic and diluted earnings (loss) per share.

Revenue recognition

In accordance with Securities and Exchange  Commission Staff Accounting Bulletin
No. 101, "Revenue  Recognition," the Company  recognizes revenue once all of the
following are met:

     a)   Persuasive evidence of an arrangement exists;
     b)   Delivery has occurred;
     c)   The buyer's purchase price is fixed; and
     d)   Collectibility is reasonably assured.

All of the Company's  income is reported as commission  revenue,  the total sale
price  of  each  web  site  is not  recorded.  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.

Unaudited interim financial information

The financial  information  presented herein as of March 31, 2001, for the three
months ended March 31, 2001 and 2000, and for the period from September 24, 1998
(inception) through March 31, 2001, 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
periods  presented,  have been made.  The  results of  operations  for the three
months ended March 31, 2001 are not necessarily  indicative of the results to be
expected for the year.

                                       F-9

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

Note B: Related party transactions
----------------------------------

Liabilities

At December 31, 2000 and March 31, 2001,  the Company owed an affiliate $146 and
$137  (unaudited),  respectively,  for  postage,  telephone  and  administrative
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.

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.

On  November  9,  1999,  the  Company  sold  2,000  shares  of its no par  value
restricted  common  stock to an  affiliate  company  for $500.  The  company  is
affiliated through common control.

Revenue

During the year ended December 31, 2000, the Company earned commission  revenues
totaling  $4,000  for  the  sale  of a web  site  to an  affiliate.  The  $4,000
commission  totaled 76 percent of the revenue  generated  by the Company for the
period from September 24, 1998 (inception) through December 31, 2000.

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,  and
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 were received by the Company.  The
Company began paying the affiliate for rent and  administrative  support  during
April of 2000.

Prior to the Company's receipt of minimum proceeds from its stock offering,  the
affiliate contributed its office space, and 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  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, respectively.

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

                                      F-10

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

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  administrative  support  rather than the $1,500
flat fee. The fees charged to the Company for the period from  September 1, 2000
through December 31, 2000 totaled $1,027. Rent and administrative support billed
by the  affiliate  for the three  months  ended  March  31,  2001  totaled  $294
(unaudited).

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.

Note C: Income taxes 

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


<TABLE>
<CAPTION>
                                                                                             
                                                               Years Ended            Three Months       Three Months
                                                               December 31,               Ended              Ended
                                                          -----------------------       March 31,          March 31,
                                                            2000           1999           2001               2001
                                                          ---------     ---------     -------------      -------------
                                                                                       (Unaudited)        (Unaudited)
<S>                                                       <C>           <C>           <C>                <C>   
U.S. statutory federal rate.......................          17.45%        15.00%          15.00%             15.00%
State income tax rate, net of federal benefit.....           3.92%         4.04%           4.04%              4.04%
Permanent differences.............................          -1.44%        -0.07%           0.00%            -15.98%
Net operating loss for which no tax                                                                       
   benefit is currently available.................         -19.93%       -18.97%         -19.04%             -3.06%
                                                          ---------     ---------     -------------      -------------
                                                             0.00%         0.00%           0.00%              0.00%
                                                          =========     =========     =============      =============
</TABLE>


At December 31, 2000,  deferred  taxes  consisted of a net tax asset of $18,270,
due to operating loss carryforwards of $92,532,  which was fully allowed for, in
the  valuation  allowance of $18,270.  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 years ended December 31, 2000 and 1999, and for
the period from September 24, 1998  (inception)  through  December 31, 1998 were
$14,846,  $3,139 and $285,  respectively.  Net operating loss carryforwards will
expire through 2020.

At March 31,  2001,  deferred  taxes  consisted  of a net tax  asset of  $20,013
(unaudited), due to operating loss carryforwards of $101,685 (unaudited),  which
was fully allowed for, in the valuation  allowance of $20,013  (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 three
months  ended  March  31,  2001  and  2000  were  $1,743  (unaudited)  and  $164
(unaudited),  respectively. Net operating loss carryforwards will expire through
2021.

                                      F-11

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements

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 404,200 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 $87,050 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 December 31, 2000.

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 December 31, 2000.

                                      F-12

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements


Note E: Information technology agreement
----------------------------------------

On  November  1,  2000,  the  Company  entered  into an  information  technology
agreement  with Euthenics  International,  Inc.  ("EII").  The Company agreed to
design, develop and pay for a web site that would allow EII to sell its products
over the Internet. The Company also agreed to assist EII with the implementation
of its Mail Order  Management  system and to train EII  employees  by hiring and
paying for a mutually acceptable consultant. In exchange for these services, the
Company  will  receive a royalty of $.50 per bottle of any EII product  sold for
the five year  period  from  December  1, 2000  through  December  1, 2005.  The
contract is renewable on a year-to-year  basis following December 1, 2005. Costs
associated  with the agreement have been expensed to the period  incurred in the
accompanying  financial  statements.   Revenue  will  be  recognized  under  the
agreement,  in accordance  with the Company's  revenue  recognition  policy.  No
revenue was recognized  under the agreement as of December 31, 2000 or March 31,
2001 (unaudited).

                                      F-13