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

 

                                 Amendment No. 2


                                       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)


                       DOCUMENTS INCORPORATED BY REFERENCE

Quarterly  Report on Form  10-QSB for the  quarter  ended June 30,  2001,  filed
August 14, 2001.




<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.  We refer to the
template web sites as "turnkey" because the customer receives,  for the purchase
price paid, a fully-operational site on the Internet from which to advertise its
business,  products and/or  services.  Each of these template sites includes the
basic features such as  identifying  information,  business  logo,  photographs,
graphics  and/or  text  provided  by the  customer.  The  template  is a simple,
"fill-in-the-blank"  form that can be completed by the customer with handwritten
information  about  the  business.  There is no  additional  cost for  technical
assistance  or  infrastructure.  Common  web  site  options  can be added to the
template site on an as-needed basis.

     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 of
$6,164 from the design,  sale and  maintenance  of Internet sites and incurred a
loss from operations of $(123,184)  through June 30, 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.

     We are obligated to file  periodic and current  reports under Section 13 of
the  Securities  Exchange Act of 1934;  which reports are public  documents.  We
intend to furnish  our  shareholders,  after the close of each fiscal  year,  an
annual report that will contain  financial  statements  that will be examined by
independent public accountants and a report thereon,  with an opinion expressed,
by our independent public accountants.  We may furnish to shareholders unaudited
quarterly or semi-annual reports.


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

     (b)  Business of Issuer.

General


     From  February  1999  through  May 2000,  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

                                        2

<PAGE>

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 approximate
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.
The agreement was non-exclusive and provided for Millennium Marketing to receive
fees from the sale of each web site, including a sales commission representing a
portion of the purchase  price of the site and a portion of the hosting fee paid
monthly by the customer for the maintenance of the site.  EasyWeb, as Millennium
Marketing's  assignee,  enjoyed  status  at  the  highest  level  of  "executive
consultant"  in  Big  Online's   commission   structure  because  of  Millennium
Marketing's  payment to Big Online of a fee of $1,000 pursuant to the agreement.
Because  of its  status  of  "executive  consultant,"  EasyWeb  had the right to
receive,  as its  commission  on the  sale of each  Internet  site,  100% of the
purchase  price  paid  by the  customer  to Big  Online  for  the  creation  and
development  of the site.  The agreement  was  terminable by Big Online upon the
commission  of any act deemed to be  detrimental  to Big  Online in any  manner;
failure to abide by the agreement and Big Online's Policies and Procedures;  the
assignment  of the  agreement  without  Big  Online's  consent;  six  months  of
continuous inactivity;  and the utilization of non-Big Online literature.  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 ceased marketing and
selling  Big  Online's  products  and  services as the  assignee  of  Millennium
Marketing,  a marketing agent for Big Online,  when we severed our  relationship
with Millennium  Marketing in May 2000.   No business was ever transacted  among
EasyWeb, Big Online and Millennium Marketing.

     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.  A customer who purchases a turnkey,  template  "site" receives a
pre-designed,  fully-operational  web site from which to advertise its business,
products and/or services without the necessity of incurring  additional cost for
technical services or infrastructure.  The only elements of the site required to
be provided by the  customer are  identifying  information,  the business  logo,
photographs  and, if desired,  graphics and/or text. We are dependent on Sunstar
2000, Inc., Highlands Ranch, Colorado, for the template, model web sites that we
market,  sell and maintain.  We design and develop the customized web sites that
we market, sell and maintain as our own proprietary  products.  Either Mr. David
C. Olson,  our  President/Treasurer,  or third party  suppliers,  including only
Sunstar 2000 to date, perform the actual design work and provide the content for
the web sites.  In  instances  where Mr.  Olson is the site  design and  content
provider,  a third party supplier  implements and  incorporates  his designs and
content into the Internet site in accordance with his specific instructions. The
third  party site  designer  is paid  hourly by us for its web site  designs and
content.  Even though the customized web sites marketed,  sold and maintained by
us are our own  proprietary  products,  we  presently  depend  upon third  party
suppliers  for  technical  assistance  in  implementing  and  incorporating  our
designs, concepts and content into the site.

                                        3

<PAGE>

     We have or have had a number of relationships with Sunstar 2000,  including
marketing,  third party supply and consulting relationships.  With regard to the
template,  turnkey web site models that we offer,  these  models were  initially
designed and developed by Sunstar 2000.  Alterations to the original designs are
the result of  research  and  development  by Mr.  Olson and Mr.  Terry  Romero,
President of Sunstar 2000, to make them compatible with EasyWeb's business plan.
Sunstar has verbally granted us the right to market these model templates for so
long as the relationship is mutually beneficial.  The three customized web sites
that we have sold to date have  been  designed  and  developed  by Mr.  Olson or
Sunstar,  with technical assistance in their  implementation  and/or maintenance
provided by Sunstar or Richard Bagdonis, Cedar Park, Texas. Accordingly, Sunstar
2000 has served as a third party provider of design and development services for
one custom site and technical  assistance  for all three custom  sites.  The web
sites that we design and maintain for  customers  are hosted by Sunstar 2000 and
others.  The only  company  other than  Sunstar  2000 that has served as a third
party host of a customer's web site is Richard  Bagdonis.  We determine who will
host a customer's  site based on two  factors,  the cost of the services and the
level of service available.  We paid Mr. Romero a total of $9,000 at the rate of
$1,500 per month from May through  October 2000 to provide  consulting  services
relating to our door-to-door sales personnel. Our agreement with Sunstar 2000 is
verbal and  non-exclusive and has evolved since May 2000 to accommodate a number
of  relationships  and projects.  The agreement is terminable by either party at
any time. The  compensation  and/or revenue sharing  provisions of the agreement
are flexible so as to accommodate  the parties'  various  relationships  and the
variety in EasyWeb's  customer  projects to date,  including those for Euthenics
International,  Inc., and AJ Indoors, Inc., described below. Generally, however,
Sunstar  2000  charges  EasyWeb  and  others  for  template  web sites and basic
services in accordance with its price list also described below.

     See "- Products and  Services"  below for a  description  of the  template,
turnkey  web site  models and  hosting  and other  services  that  Sunstar  2000
provides us. For the use of the web site  models,  we pay Sunstar 2000 a portion
of the fee that we receive from the customer for the design  and/or  maintenance
of each template web site in accordance  with the Sunstar 2000 Price List. 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
www.AJOnTheTown.com  for AJ  Indoors,  Inc.,  a Denver,  Colorado,  indoor  sign
company,  in exchange for featuring  EasyWeb on  approximately  100 indoor signs
throughout the Denver and Colorado front range areas.  This  advertising did not
commence  until  February  2001 and we have sold only one turnkey,  template web
site to date as a  result  of the  arrangement.  Although  the  results  of this
arrangement  have been  disappointing,  AJ Indoors  has agreed to add EasyWeb to
additional  indoor signs in the future.  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 may also host a booth at the 2002 business show held
in Denver, Colorado, by the Denver Chamber of Commerce.

                                        4

<PAGE>


     As of June 30,  2001,  we had sold less  than ten web  sites  and  realized
$6,164  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  International  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  has  run  infomercials  from  time-to-time  on  national   television
advertising  its dietary  supplements  with limited  success.  We have agreed to
upgrade and integrate Euthenics  International's "Mail Order Management" ("MOM")
system   with  a  secure   e-commerce   site  in   connection   with   Euthenics
International's  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 expect to receive
revenue  in  the  near  future  from  our  royalty  arrangement  with  Euthenics
International. Euthenics International currently averages sales of approximately
ten bottles of supplements per week from its web site. We plan to bill Euthenics
International  when  the  sum of $100 in  royalties  is owed to us from  dietary
supplement  sales from the  company's  web site.  Commencing  in  January  2001,
Euthenics International has occasionally run infomercials on national television
advertising   its  dietary   supplements   with   limited   success.   Euthenics
International  intends to initiate a major infomercial  campaign to advertise it
dietary supplements  commencing in September 2001. We cannot be certain that the
new infomercial campaign will be more successful than previous campaigns or that
we will realize significant revenue or achieve  profitability as a result of our
royalty arrangement with Euthenics International.  Further, 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.  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 International.

     Currently, we derive our revenue principally from the maintenance of custom
Internet sites  developed for three  customers and occasional  sales of template
web sites.  Our  revenue  realized  to date has been so  minimal  that we do not
consider any of our customers to be major customers. However, because we have so
few customers, we may be considered to be dependent on a few customers.  Because
of our  royalty  agreement  with  Euthenics  International  providing  for us to
receive a royalty per each  bottle of product  sold by  Euthenics  International
through  November 30, 2005, we expect  Euthenics  International to be the single
major customer on which we are dependent if the infomercial  campaign  Euthenics
International has planned to commence in September 2001 is successful.

                                        5

<PAGE>

Products and Services

     Custom Web Sites.  Until recently,  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.
Although the market has softened,  the web site design,  hosting and maintenance
business  remains  sizeable.  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.

     Mr. David C. Olson, our President/Treasurer, and/or a third party supplier,
such as Sunstar 2000,  perform the actual design,  development  and  maintenance
work on the custom web sites that we sell.  Mr. Olson has limited  experience in
web site design and development because the business is in its infancy. However,
he has significant experience,  as the owner of Summit Financial Relations since
August  1997,  in  the  design,   drafting,   development  and   publication  of
advertising and promotional materials for private and publicly-traded companies.
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.

     We have  sold  only  three  customized  sites to  date.  In each  case,  we
negotiated  compensation  arrangements with the customer and revenue  allocation
arrangements  with Sunstar  2000 that differ from the retail  prices and revenue
allocation  provisions  indicated on Sunstar  2000's Price List.  For two of the
three  custom web sites,  Mr. Olson  performed  the design work and provided the
content and Sunstar 2000 provided the technical  services and  infrastructure in
accordance  with Mr.  Olson's  instructions  to implement  and  incorporate  his
designs and content. See Part I, Item 1. "Description of Business, (b) "Business
of Issuer - General" for a description of the royalty  arrangement we negotiated
with  Euthenics  International  in exchange for EasyWeb's  design,  development,
hosting and  maintenance  of  Euthenics  International's  web site.  Our revenue
allocation   arrangements   with   Sunstar   2000  with   regard  to   Euthenics
International's  custom site  include a payment of $.125 per order sold from the
web site. Sunstar 2000 designed and developed, and provided the content for, the
custom web site we sold to AJ  Indoors.  We paid  Sunstar  2000 hourly for these
services.  Mr.  Olson is  providing  the  content  upgrades in  connection  with
maintenance  of the site.  For an hourly fee,  Richard  Bagdonis  is  performing
technical  assistance to implement and incorporate Mr. Olson's content  upgrades
in accordance with his directions.  Additionally, Mr. Bagdonis recently replaced
Sunstar  2000 as the host of Creative  Host  Services' customized  web site.  We
charge  Creative Host Services a higher monthly fee than we pay to Mr.  Bagdonis
to host Creative Host Services' site on the Internet.


                                        6

<PAGE>

     We intend to continue to negotiate the compensation  arrangements with each
customer  on  a  case-by-case  basis  for  design,   development,   hosting  and
maintenance  services  performed  on  customized  web sites sold by EasyWeb.  We
believe,  but cannot assure,  that Sunstar 2000 will continue to remain flexible
in its revenue allocation  arrangements with us for these sites.  However, if we
are  unable  to  negotiate  acceptable  arrangements  with  Sunstar  2000 on any
project, we will retain others,  such as Mr. Bagdonis,  to perform the requisite
services.  There is no  prescribed  formula  based upon which we  determine  the
fee(s)  payable  to  Sunstar  and/or  others on any  particular  custom web site
development project.

     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.  The retail  price for the one-page  template  site is
$100,  of which amount $60 is received by EasyWeb and $40 is received by Sunstar
2000.

     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;  meta-tag inclusion,  i.e., the imbedding
of a code  that  links a web  site to a  search  engine  or  another  site;  and
maintenance contracts.  The retail price and the revenue allocation with Sunstar
2000 for the first page of the  multi-page  template  site are  identical to the
retail price and revenue  allocation  for the one-page  template  site;  i.e., a
retail  price of $100,  with the sum of $60 payable to EasyWeb and the amount of
$40 payable to Sunstar  2000.  The retail price of each  additional  page of the
multi-page  web site is $50;  $31 of which sum is payable to EasyWeb  and $19 of
which amount is payable to Sunstar 2000.


     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.

                                        7

<PAGE>

 
     Template web sites are available  separately or in a package  together with
hosting, domain name registration, meta-tag inclusion and/or a maintenance plan.
There are two packages  available,  including a three-page  and a five-page  web
site package. The three-page web site package includes up to four pictures,  six
links per page,  one year of hosting,  domain name  registration  for two years,
three e-mail  addresses,  meta-tag  inclusion and monthly  registration  in over
3,000 search  engines.  In addition to the  foregoing,  the  five-page  web site
package  includes a maintenance plan covering twelve complete web page makeovers
available at any time.  The retail price for the  three-page web site package is
$695 and the retail price for the five-page package is $1,095.  EasyWeb receives
the sum of $275 out of the $695  retail  price for each  three-page  package  it
sells and the sum of $403 out of the $1,095 retail price for each  five-page web
site package sold. Sunstar 2000 receives the balance of the retail price.

     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,"  or the linking of a web site to a secure
e-commerce  server to permit  secure  online  e-commerce  transactions,  include
monthly  charges 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 charges fees in a
range from  $14.95 to $34.95,  out of which we receive  the sum of $6.50 to $17,
per month for web hosting.  The fees for bolt-on  e-commerce  hosting range from
$49.95 to $69.95, out of which we receive $16.50 to $22, per month. 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 switches 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 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.  Sunstar
2000's web site value pack  installation fee is $49.95,  out of which we receive
the sum of $20, and the monthly  value pack hosting fee is $34.95,  $10 of which
is paid to us.

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

                                        8

<PAGE>

from  Sunstar  2000,  we are in  direct  competition  with  Sunstar  2000 in the
marketing  and sale of these  products and  services.  Sunstar 2000 provides its
template web sites to third parties in addition to EasyWeb. 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 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.  In or  about  the date of our  inception  in
September  1998,  this was true because of the pervasive  belief that  virtually
every  business  would  require  a site  on the  Internet  in  order  to  remain
competitive  in the future.  Since that time,  the Internet and online  commerce
industry have undergone a major  transformation.  The initial rush by businesses
to  establish  web sites has  subsided  as the public  has begun to realize  the
limitations on the Internet and other online services as a medium of commerce. A
sizeable  number of web site design,  development,  hosting and/or other service
companies,  all of which were  better  capitalized  than  EasyWeb,  have  ceased
operations  in the last  several  years in  response  to the failure of Internet
commerce  to  develop  at  historical  rates.  If  EasyWeb  can  survive  in the
marketplace,   management  believes  that  it  may  obtain  customers  from  the
increasing number of failed businesses. We continue to believe that the turnkey,
template web site models  offered by EasyWeb  represent a  commercially  viable,
affordable  approach to the marketplace  and that the attractive  profit margins
would provide the company with significant revenue if web sites could be sold in
sufficient numbers. Further, as the number of competitors diminishes, we believe
that our bids on large customized sites will no longer be routinely  undercut by
competitors  whose  willingness  to forego  profits  on these  sites in order to
generate  revenue has caused their  businesses to fail.  Thus, we expect that we
may be able to generate increased bid awards on large custom web sites.

                                        9

<PAGE>

     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  100 indoor signs  throughout  the Denver and Colorado front range
areas.  Although the results from this  program  have been  disappointing  since
advertisements  first started appearing in February 2001, we believe that we may
still obtain potential customers from this arrangement as a result of additional
advertisements on indoor signs to appear in the future. 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  and  possibly  hosting a booth at the
2002 business show held in Denver,  Colorado, by the Denver Chamber of Commerce.
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.


Research and Development

     We have been  actively  engaged in  research  and  development  in order to
enhance our existing, and produce new, products. We have been engaged, utilizing
Mr.  David C.  Olson,  our  President/Treasurer,  in  research  and  development
activities related to the design, development and operation of our web site and,
utilizing Mr. Olson  together with Mr. Terry Romero,  President of Sunstar 2000,
in the design,  development  and  operation  of the line of model,  template web
sites that we offer.  All of these  activities  have been  performed  by Messrs.
Olson and Romero free of charge to EasyWeb.  Accordingly, we have spent no funds
on research and development activities during the fiscal year ended December 31,
2000, and the period from inception on September 24, 1998,  through December 31,
1999.  We will spend no funds on research and  development  until we are able to
generate  sufficient  revenue  from  operations  to pay  for  our  research  and
development needs.  Therefore,  for the foreseeable future, Messrs. Olson and/or
Romero will perform research and  development,  if any, to enhance our existing,
and  produce  new,  products  at no cost to  EasyWeb.  We have no  research  and
development activities planned for the next twelve months or thereafter.


                                       10

<PAGE>

Employees and Consultants


     As of the date hereof,  we employ two  individuals,  including Mr. David C.
Olson and Ms.  Barbara  Petrinsky,  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 July 31, 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,  and subsequent agreements pursuant to which we paid
Summit Financial  Relations the sum of $12,088 through June 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.




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  $6,164 in revenue  and a net loss from  operations  of
$(123,184)  through June 30, 2001.  For the six months ended June 30, 2001,  the
year ended  December 31, 2000, and the year ended December 31, 1999, we realized
total revenue of $913 (unaudited), $5,251 and $-0-, respectively, and a net loss
of  $(25,185)  (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.

                                       11

<PAGE>

     We initially  anticipated  that our  arrangement  in September 2000 with AJ
Indoors,  Inc., an indoor sign company,  to feature EasyWeb on approximately 100
indoor signs throughout the Denver and Colorado front range areas,  would assist
us in  obtaining  an  increased  customer  base  in the  future.  However,  this
advertising  did not  commence  until  February  2001 and we have  sold only one
turnkey, template web site to date as a result of the arrangement.  Although the
results of our arrangement with AJ Indoors have been  disappointing,  AJ Indoors
has  agreed to add  EasyWeb  to  additional  indoor  signs in the  future and AJ
Indoors has agreed to start paying the monthly  hosting fees for its web site at
our cost. Nevertheless, we no longer regard our arrangement with AJ Indoors as a
source of a steady  stream of potential  customers.  Also,  we expect 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 from the site for a period five
years.  Euthenics  International  currently  averages sales of approximately ten
bottles of  supplements  per week from the web site.  We plan to bill  Euthenics
International  when  the  sum of $100 in  royalties  is owed to us from  dietary
supplement sales from Euthenics  International's web site. Commencing in January
2001,  Euthenics  International  has  occasionally  run infomercials on national
television  advertising its dietary supplements with limited success.  Euthenics
International  intends to initiate a major infomercial  campaign to advertise it
dietary supplements  commencing in September 2001. We cannot be certain that the
new infomercial campaign will be more successful than previous campaigns or that
we will realize significant revenue or achieve  profitability as a result of our
royalty arrangement with Euthenics International.

     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.  We  estimate  that we will  need at least  an  additional
approximately  $45,000 in capital during this period in order to fully implement
our plans to increase  revenue  through  increased  marketing,  advertising  and
promotion and to continue in operation as a going concern. 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.

                                       12

<PAGE>

Plan of Operation
-----------------

     Our plan of  operation  for the next  twelve  months  is to focus  upon the
marketing and sale of our web site design, development,  hosting and maintenance
services.  We do not expect to  perform  any  additional  product  research  and
development during the term of this plan. In any event, any additional  research
and  development  to  enhance  our  existing  products  or  otherwise,  would be
performed  by Mr.  David C. Olson,  our  President/Treasurer,  with the possible
assistance  of Mr.  Terry  Romero,  President  of  Sunstar  2000,  at no cost to
EasyWeb.  We are unable to calculate the cost of our plan of operations over the
next twelve months. We expect to be able to satisfy our cash requirements for at
least the next three months if we do not increase our marketing,  advertising or
promotional  activities.  This is  because  we have no  salaried  employees,  no
additional  office rent due until April 2002,  and no  additional  research  and
development  planned. Mr. Olson has verbally agreed not to seek any remuneration
from  EasyWeb  until  the  company  has been  profitable  for a  period  of time
acceptable  to  EasyWeb's  Board of  Directors.  However,  see  Part I,  Item 7.
"Certain   Relationships  and  Related  Transactions,"  of  this  report  for  a
description of our payments to Summit Financial Relations,  Inc., from which Mr.
Olson, as the sole owner of Summit Financial Relations,  benefits indirectly. If
we are successful in our efforts to raise additional  funding from equity and/or
debt  financing,  we intend to allocate  the bulk of those funds for  marketing,
advertising  and  promotion.  Because  the  results of our  advertising  with AJ
Indoors have been  disappointing,  Mr. Olson  intends to renew his sales efforts
and we have plans to advertise in small regional  newspapers and periodicals and
possibly host a booth at the 2002 business show held in Denver, Colorado, by the
Denver  Chamber  of  Commerce.  We have no  organized  plan to raise  additional
capital and our  fund-raising  efforts  have been minimal  since the  successful
completion  of our  securities  offering on April 10,  2000,  for the receipt of
gross proceeds of $101,050.  We intend to increase our efforts to raise capital,
exploring  all  available   alternatives  for  debt  and/or  equity   financing,
including,  but not limited to, a private  placement of  securities  that we are
contemplating. We cannot be certain that these efforts will be successful. We do
not expect the purchase or sale of any  significant  equipment or a  significant
change in the number of employees for the next twelve months.


Results of Operations
---------------------


Six Months Ended June 30, 2001, Versus Six Months Ended June 30, 2000
-----------------------------------------------------------------------

     Total revenue was $913  (unaudited) for the six months ended June 30, 2001,
as compared to total revenue of $4,000 for the six months ended June 30, 2000.

     We incurred a net loss of $(25,185) (unaudited) during the six months ended
June 30, 2001, as compared to a net loss of $(34,490) (unaudited) during the six
months ended June 30, 2000,  because of the factors  described below.  Operating
expenses  decreased  approximately  32%,  from $38,490  (unaudited)  for the six
months ended June 30, 2000, to $26,098 (unaudited) for the six months ended June
30, 2001. We experienced sizeable decreases in administrative support,  salaries
and payroll taxes, web site consulting and maintenance and advertising. However,
professional   fees   and   contributed    administrative    support   increased
substantially.  Additionally, we incurred rent of $1,333 (unaudited) for the six
months ended June 30, 2000, as compared to $1,000  (unaudited) for this item for
the six months ended June 30, 2001. On the other hand, we incurred $1,667,  $247
and $1,718  (unaudited) for contributed rent,  depreciation and amortization and
other during the six months ended June 30, 2000, as compared to $2,000, $375 and
$2,484 (unaudited) for these items during the six months ended June 30, 2001.



                                       13

<PAGE>


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 June 30, 2001, and December 31, 2000, we had total assets, consisting
of current  assets of $8,856  (unaudited)  and  $26,707,  respectively,  and net
intangible assets of $1,344 (unaudited) and $1,719,  respectively.  We had total
current liabilities of $10,354 (unaudited) and $10,908, respectively, as of June
30, 2001, and December 31, 2000.  Working capital was $(154) (unaudited) at June
30, 2001. Our total shareholders'  deficit was $(4,154) (unaudited) and $17,518,
respectively, as of June 30, 2001, and December 31, 2000, respectively.

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

                                       14

<PAGE>


     Unless we achieve profitable operations, management will be forced to raise
funds from  private  and/or  public  equity  and/or debt  financing  in order to
continue in operation  long term. We expect our access to capital to continue to
be severely  restricted  on a long-term  basis  because of the  anticipated  low
market value of our common stock if it becomes publicly traded combined with our
unstable operating  performance.  Even if capital is obtained, it is expected to
involve  extremely high  management  fees,  interest rates and related loan fees
and/or require significant  discounts and incentives.  We expect that management
will not  continue  to fund  EasyWeb  on a long  term  basis  and that any other
financing  may not be available on  acceptable  terms,  if at all. If we fail to
achieve  profitable  operations and we are unable to obtain capital from sources
other  than  affiliates  over  the  long  term,  we  would  be  forced  to cease
operations.

     Net cash used in operating activities was $(20,851) (unaudited) for the six
months  ended June 30,  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 June 30, 2001, net cash used in investing  activities and net
cash provided by financing activities was $-0- (unaudited) and $-0- (unaudited),
respectively.  Cash  decreased  by  $20,851  (unaudited),  from  $26,707  at the
beginning of the period to $5,856 (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   with  Summit  dated  April  1,  2001,   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  rent in the amount of $4,000 in advance  for a period of one year
from  April  1,  2001,  to  April  1,  2002,  and the sum of $15  per  hour  for
bookkeeping services.  Pursuant to the agreement, all other services,  including
administrative and technical support and web site design, development and sales,

                                       15

<PAGE>

are provided by Summit free of charge  until our Board of  Directors  determines
that we have  sufficient  cash  flow or  earnings  to pay  Summit  cash  for the
services.  Pursuant to the agreement, we paid Summit $4,000 for rent on April 1,
2001, and a total of $263 for bookkeeping  services from April 1, 2001,  through
June 30, 2001.  During the period from March 11, 1999,  through August 31, 2000,
we were parties to the  Agreement for  Administrative  Support with Summit dated
March 11, 1999,  for use of office space,  administrative  support and technical
support at Summit's  offices.  The  agreement  provided for us to pay Summit for
these  services the amount of $1,500 per month  commencing in the month of April
2000 in which we received  the minimum  proceeds of at least  $100,000  from our
offering of common stock that occurred  between December 10, 1999, and April 10,
2000.  During the period following the closing of this common stock offering for
the receipt of gross proceeds of $101,050 on April 10, 2000,  through August 31,
2000, we paid Summit the sum of approximately $7,000 for rent and administrative
and technical support services pursuant to the agreement.  On September 1, 2000,
EasyWeb and Summit  abandoned  the  agreement  because of  EasyWeb's  failure to
realize significant  revenues from operations.  During the period from September
1, 2000, through March 31, 2001, we paid no rent and a total of $825 at the rate
of $15 per hour to Summit for  administrative  and  technical  support  services
pursuant to a verbal agreement. 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 August 24, 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

                                       16

<PAGE>

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)
------------------


     (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 August 24,
2001.


     (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.

                                       17

<PAGE>

Family Relationship

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

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

                                       18

<PAGE>

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 a large  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
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 the Company since July 26,
     -----------------
1999.  She has been  employed  by  Summit  Financial  Relations,  an  affiliated
company,  as operations  manager since  November  1998.  In this  position,  her
responsibilities  include  bookkeeping,   payroll,   investor/client  relations,
preparation of press releases,  telephone  answering,  filing and general office
management.  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 $12,088 through June 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.


                                       19

<PAGE>

     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.

     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

                                       20

<PAGE>

grant of options and determines the number of underlying shares of common stock,
the exercise  price,  the term (not to exceed ten years) and any other terms and
conditions of the options. The Board of Directors expects to administer the plan
initially.

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

     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.

                                       21

<PAGE>

     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.


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 April 1, 2001,  we entered  into the  Agreement  with  Summit 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 rent in the amount of $4,000 in advance for a period of one
year  from  April 1,  2001,  to April 1,  2002,  and the sum of $15 per hour for
bookkeeping services.  Pursuant to the agreement, all other services,  including
administrative and technical support and web site design, development and sales,
are provided by Summit free of charge  until our Board of  Directors  determines
that we have  sufficient  cash  flow or  earnings  to pay  Summit  cash  for the
services.  Pursuant to the agreement, we paid Summit $4,000 for rent on April 1,
2001, and a total of $263 for bookkeeping  services from April 1, 2001,  through
June 30, 2001.  During the period from March 11, 1999,  through August 31, 2000,
we  were  parties  to 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 and technical support at Summit's offices located at 6025
South Quebec  Street,  Suite #150,  Englewood,  Colorado  80111.  The  agreement
provided for us to pay Summit for these  services the amount of $1,500 per month
commencing in the month of April 2000 in which we received the minimum  proceeds
of at least  $100,000  from our offering of common stock that  occurred  between
December 10, 1999, and April 10, 2000.  During the period  following the closing
of this common stock  offering for the receipt of gross  proceeds of $101,050 on
April 10,  2000  through  August  31,  2000,  we paid  Summit,  pursuant  to the
Agreement for Administrative  Support,  the sum of approximately  $7,000 for the
use of  office  space and  administrative  and  technical  support  services  at
Summit's  offices.  On  September  1, 2000,  EasyWeb  and Summit  abandoned  the
agreement because of EasyWeb's failure to realize

                                       22

<PAGE>

significant revenues from operations.  During the period from September 1, 2000,
through  March 31, 2001,  we paid no rent and a total of $825 at the rate of $15
per hour to Summit for administrative and technical support services pursuant to
a verbal  agreement.  Mr. Olson,  as the sole  shareholder of Summit,  benefited
indirectly from these payments.


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


Item 8.  Description of Securities.

Description of Capital Stock

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

Description of Common Stock

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

                                       23

<PAGE>

     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 August 24, 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.


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 July 31,
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

                                       24

<PAGE>

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. These persons include the following:  (1) Alpine Communications,  LLC,
(2) Vicki D. E. Barone,  (3) Edward W.  Bellerose,  (4) Black Marlen,  Inc., (5)
Craig M.  Blake,  (6)  Darrell  J.  Brunken,  (7) Scot A.  Bryant,  (8) Karen A.
Cleaver, (9) Columbine Financial  Solutions,  Inc., (10) William D. Cronin, (11)
Michael M. Edmonds,  (12) Doyle S. Elliot,  (13) Gerdz Investments,  RLLLP, (14)
William R. Going,  (15) Allen R.  Goldstone,  (16) Kathleen B.  Goldstone,  (17)
Michael J. Gundzik,  (18) Mark A. Hatsis,  (19)  Anderson J. Henshaw,  (20) Brad
Henshaw, (21) Brent Henshaw, (22) Al L. Hoff, (23) Anton E. Hosch, (24) James E.
Hosch,  (25) Gladys  Jensen,  (26) Bryant  Kligerman,  (27) Harvey  Levin,  (28)
Mallory  Construction,  Inc., (29) Matthew B. Meister,  (30) Gary B. Mendenhall,
(31) Jeffrey D. Myers,  (32) Morri L.  Namaste,  (33)  Michael J.  Norris,  (34)
Robert E. Ohman,  (35) Barbara M. Petrinsky,  (36) Bradley Rhodes,  (37) Jeff C.
Rodriguez,  (38) Randy J. Sasaki, (39) Lamar F. Schild, (40) Sanford L. Schwarz,
(41) Susan A. Schwartz, (42) Scott Shovea, (43) Don F. Sims, (44) Carlene Smith,
(45) Michael  Stallone,  (46) James H.  Swalwell,  (47) James J.  Trainor,  (48)
T.S.G.  Inc., (49) Thomas M. Vickers,  (50) V.L.A.,  LLP, (51) Douglas and Leola
Wilkerson,  (52) Lynn C.  Wilkerson,  (53) Robert J.  Zappa,  and (54) Albert J.
Zirkelbach.  We made the sales in reliance upon the exemption from  registration
with the U.S.  Securities  and Exchange  Commission  provided  under Rule 504 of
Regulation  D  under  Section  3(b)  of the  Securities  Act  of  1933  and  via
registration by  qualification  with the Colorado  Division of Securities  under
Section  11-51-304 of the Colorado  Act. Our  Application  for  Registration  by
Qualification  became  effective  with the Colorado  Division of  Securities  on
December 10, 1999. No underwriter  was employed in connection  with the offering
and sale of the shares. We relied upon the following, among other, facts to make
the Federal exemption available:

                                       25

<PAGE>


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

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

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

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

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

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

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

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


Item 5. Indemnification of Directors and Officers.

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

          "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."

                                       26

<PAGE>

     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.

3.3*    Original Bylaws of NetEscapes, Inc.


10.0    Agreement for Administrative Support dated March 11, 1999, between 
        EasyWeb, Inc., and Summit Financial Relations, Inc.

10.1    Independant Application and Agreement dated June 1, 1999, between 
        Bigonline, Inc., and Millenium Marketing, Inc.

10.2*   Letter of Understanding and Terms dated November 1, 2000, between 
        EasyWeb, Inc., and Euthenics International, Inc.

10.3    Agreement dated April 1, 2001, between EasyWeb, Inc., and Summit 
        Financial Relations, Inc.
------------------
        * Filed previously



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. 2 to the Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized.

                                                  EASYWEB, INC.
                                                  (Registrant)




Date:  August 24, 2001                     By:    /s/ David C. Olson
                                                  --------------------------
                                                  David C. Olson, President


                                       27

<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)
<S>                                                                         <C>             <C>      
Assets
Current assets:
     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
                                                                            ------------    -----------

Liability for common stock subject to rescission,
     16,000 shares (March 2000) (Note D) ................................       4,000           4,000

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 .......................................      89,050          89,050 
     Additional paid-in capital .........................................      22,467          26,675 
     Deficit accumulated during development stage .......................     (97,999)       (111,360)
                                                                            ------------    -----------
                                               Total shareholders' equity      13,518           4,365
                                                                            ------------    -----------
                                                                                          
                                                                            $  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)          Months Ended            (Inception)
                                                   December 31,            through                 March 31,             through
                                            ---------------------------   December 31,   ---------------------------     March 31,
                                                2000           1999          2000           2001           2000            2001
                                            -----------     -----------  -------------   -----------     -----------   -----------
                                                                          (Unaudited)    (Unaudited)     (Unaudited)
<S>                                         <C>             <C>          <C>             <C>             <C>           <C>        
Revenue:
    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 (Note B) .......................          2,333               -        2,333               -               -         2,333
   Contributed rent (Note B) ...........          3,667           4,000        7,667           1,500           1,500         9,167
   Administrative support (Note B) .....          5,200               -        5,200             292               -         5,492
   Contributed administrative support
       (Note B) ........................          6,800           8,000       14,800           2,708           3,000        17,508
    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) ........................          8,269               -        8,269               -               -         8,269
    Advertising ........................         11,662             252       11,914               -             153        11,914
    Depreciation and amortization ......            672              17          689             188               -           877
    Other ..............................          3,938             387        4,325             788               -         5,113
                                            -----------     -----------  -------------   -----------     -----------   -----------
                Total operating expenses        (85,202)        (16,548)    (103,250)        (13,701)         (5,363)     (116,951)
                                            -----------     -----------  -------------   -----------     -----------   -----------
                          Operating loss        (79,951)        (16,548)     (97,999)        (13,361)         (5,363)     (111,360)

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

                                Net Loss    $   (79,951)    $   (16,548) $   (97,999)    $   (13,361)    $    (5,363)  $  (111,360)
                                            ===========     ===========  =============   ===========     ===========   ===========


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     Development
                                                    Shares         Amount        Capital       Stage        Total
                                                  -----------   -----------    ----------   ----------    ----------
<S>                                               <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 ........................            -            -              -            -             -
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      (18,048)          (48)
                                                                              
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              -            -        87,050
July 2000, stock subject to rescission                                        
   (Note D) ....................................      (16,000)      (4,000)             -            -        (4,000)
Office space and administrative support                                       
   contributed by an affiliate (Note B) ........            -            -         10,467            -        10,467
Net loss, year ended December 31, 2000 .........            -            -              -      (79,951)      (79,951)
                                                  -----------   -----------    ----------   ----------    ----------
                     Balance, December 31, 2000     3,590,200       89,050         22,467      (97,999)       13,518
                                                                              
Office space and administrative support                                       
   contributed by an affiliate (Note B) ........            -            -          4,208            -         4,208
Net loss, three months ended March 31,                                        
   2001 (unaudited) ............................            -            -              -      (13,361)      (13,361)
                                                  -----------   -----------    ----------   ----------    ----------
             Balance, March 31, 2001 (unaudited)    3,590,200   $   89,050     $   26,675   $ (111,360)   $    4,365
                                                  ===========   ===========    ==========   ==========    ==========
</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, 
                                                                  For the Three               1998      
                                                                  Months Ended             (Inception)   
                                                                    March 31,                through     
                                                             -----------------------        March 31,   
                                                                2001         2000             2001      
                                                             ---------    ----------       ----------
                                                            (Unaudited)   (Unaudited)
<S>                                                          <C>          <C>              <C>       
Cash flows from operating activities:                       
   Net loss ................................................ $ (79,951)   $  (16,548)      $  (97,999)      
   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) ..............    10,467        12,000           22,467
   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) .........    97,050         4,500          101,550        
   Proceeds from the sale of common stock subject
      subject to rescission (Note D)........................     4,000             -            4,000
   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      
                                                                  Months Ended             (Inception)   
                                                                    March 31,                through     
                                                             -----------------------        March 31,   
                                                                2001         2000             2001      
                                                             ---------    ----------       ----------
                                                            (Unaudited)   (Unaudited)
<S>                                                          <C>          <C>              <C>
Cash flows from operating activities:     
   Net loss ................................................ $ (13,361)   $   (5,363)      $ (111,360)

   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) ..............     4,208         4,500           26,675
   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) .........         -             -          101,550 
    Proceeds from the sale of common stock subject
       subject to rescission (Note D).......................         -             -            4,000
   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.


If  circumstances  indicate  that  the  carrying  amount  of an  asset  may  not
recoverable,  the Company must estimate the future cash flows expected to result
from the use of the assets and its eventual  disposition.  Future cash flows are
the future cash  inflows  expected to be  generated by the asset less any future
cash outflows expected to be necessary to obtain those inflows.

Deferred offering costs

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



                                       F-8

<PAGE>


Start up costs

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


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


The Company's  sales are reported on a net basis in accordance  with EITF 99-19,
"Reporting  Revenue  Gross as a  Principal  Versus Net as an Agent".  All of the
Company's  revenues are reported as commissions.  The Company recognizes revenue
only after its  service  has been  performed  and  collectibility  of its fee is
reasonably  assured.  Revenues through related party transactions are recognized
when the service has been performed and the cash has been received.

Advertising barter transactions

The Company reports its advertising barter  transactions in accordance with EITF
99-17,  "Accounting  for  Advertising  Barter  Transactions".  Under EITF 99-17,
revenue  and  expense  should be  recognized  at fair value from an  advertising
barter transaction only if the fair value of the advertising  surrendered in the
transaction is  determinable  based on the entity's own historical  transactions
involving  cash.  The  Company  did not  recognize  any  revenues or expenses in
connection with its advertising barter transactions for the periods presented.


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.


Office space

Prior to the Company's receipt of minimum proceeds from its stock offering,  the
affiliate  contributed  its office  space to the Company.  Contributed  rent was
calculated  from May 1999 (the  first  month  the  Company  conducted  operating
transactions)  through  April  10,  2000  based on a rate of $500  per  month in
accordance  with the Agreement.  The Company  recorded $4,000 and $1,667 as rent
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  rent of $333 in April 2000 and $500 each month from
May through August of 2000.

                                      F-10

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements


On September 1, 2000, the affiliate began  contributing  the office space to the
Company. The Company recorded $2,000 and $1,500 (unaudited) as rent expense with
a  corresponding  credit to  additional  paid-in  capital  for the  period  from
September 1, 2000 through December 31, 2000 and for the three months ended March
31, 2001, respectively.

Rent expense totaled $6,000,  $4,000, and $1,500 (unaudited) for the years ended
December  31, 2000 and 1999,  and for the three  months  ended  March 31,  2001,
respectively.  Of the $11,500 incurred for rent expense, $2,333 was paid in cash
and $9,167 was contributed.

Administrative and technical support

Prior to the Company's receipt of minimum proceeds from its stock offering,  the
affiliate  contributed its  administrative and technical support to the Company.
Contributed administrative support was calculated from May 1999 (the first month
the Company  conducted  operating  transactions)  through  April 10,  2000.  The
Company  recorded  $8,000 and $3,333 as  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  $667 in April 2000 and $1,000  each month from May
through August of 2000.

In  September  of 2000,  the Company and  affiliate  amended the  Administrative
Support  Agreement.  Commencing in September  2000, the affiliate began charging
the Company an hourly  rate for  administrative  support  rather than the $1,000
monthly rate. However,  the Company continued to record  administrative  support
expense at the rate of $1,000 per month.  Administrative  support fees billed at
less than $1,000 per month were recorded as contributed  support to increase the
expense to $1,000 per month. The fees charged to the Company for the period from
September 1, 2000 through December 31, 2000 totaled $533. Administrative support
billed by the  affiliate  for the three months ended March 31, 2001 totaled $292
(unaudited).

Administrative  support expense totaled $12,000,  $8,000, and $3,000 (unaudited)
for the years ended  December 31, 2000 and 1999,  and for the three months ended
March 31, 2001, respectively. Of the $23,000 incurred for administrative support
expense, $5,492 was paid in cash and $17,508 was contributed.


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.

                                      F-11

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements


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.

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.

                                      F-12

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                        Notes to the Financial Statements


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.  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.


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.
Management estimates that the total costs associated with this contract will not
exceed the $8,269  recognized  for the three months ended March 31, 2001.  Costs
incurred under this contract may exceed the amount of royalty revenues realized.
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
 




                      AGREEMENT FOR ADMINISTRATIVE SUPPORT


     This agreement is entered into between  Summit  Financial  Relations,  Inc.
("Summit") and EasyWeb,  Inc. (The  "Company") as of March 11, 1999. The offices
of the Company are located at 6025 South Quebec  Street,  Suite 150,  Englewood,
Colorado 80111.

     Whereas,  the Company has been  recently  organized  and will need to raise
capital to implement  its business  plan,  however,  it is not expected that the
Company will need extensive office  facilities in the near future until the size
of operations increases significantly; and

     Whereas,  David C. Olson is an officer,  director and principal shareholder
of the Company and is the sole officer, director and shareholder of Summit,

     Now Therefore, the parties agree as follows:

     Starting as of the month when the minimum proceeds from the Company's stock
offering  (planned to start in June or July,  1999) is received by the  Company,
the  Company   shall  be  entitled   to  use  the  office,   office   equipment,
administrative  support and  telecommunications  services which are available at
Summit's  offices,  for which the Company will pay Summit  $1,500 per month,  in
advance, starting in the month when the minimum proceeds from the stock offering
are received by the Company.



     Summit
 Financial Relations, Inc.

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



     EasyWeb, Inc.
     -------------------------------
     David C. Olson, President




bigonline                    BigOnline, Inc.
THE WEB SITE COMPANY         2000 Powell  Street,  Suite
                             100, Emeryville, CA 94608 phone 510.594.7500
                             fax  510.594.0200   orderline   800.374.7313
                             email products@bigonline.com  web www.bigonline.com

                INDEPENDENT CONSULTANT APPLICATION AND AGREEMENT

SOCIAL SECURITY #OR FED ID#             This number will serve as you BigOnline
                                        identification number on all documents. 
XXXXXXXXX                               If you are joining as an individual, 
                                        fill in your Social Security Number.  
                                        If you are joining as a Business,
                                        fill in your Federal Tax ID#

APPLICANT/LAST NAME                         FIRST NAME                     MI
OLSON                                       DAVID                          C
--------------------------------------------------------------------------------

APPLICANT 2 OR SPOUSE/LAST NAME             FIRST NAME                     MI
--------------------------------------------------------------------------------

BUSINESS NAME (IF ANY)
MILLENNIUM MARKETING INC.
--------------------------------------------------------------------------------

MAILING ADDRESS (THIS WILL BE YOUR SHIPPING ADDRESS FOR ALL  CORRESPONDENCE  AND
KITS. PO BOXES CANNOT BE USED.)
6025 S QUEBEC STREET, SUITE 150
--------------------------------------------------------------------------------

CITY                                         STATE                      ZIP CODE
ENGLEWOOD                                    CO                         80111
--------------------------------------------------------------------------------

E-MAIL ADDRESS
SUMMITFR@HOTMAIL.COM
--------------------------------------------------------------------------------

HOME PHONE NUMBER      BUSINESS PHONE NUMBER (IF ANY)        FAX NUMBER
3036805444             7204898873                            7204898874
--------------------------------------------------------------------------------

ENROLLER'S LAST NAME           ENROLLER'S FIRST NAME        ENROLLER'S ID NUMBER
(ORIGINAL SPONSOR)                                          10000001
--------------------------------------------------------------------------------
                              
SPONSOR'S LAST NAME            SPONSOR'S FIRST NAME         SPONSOR'S ID NUMBER
(IF DIFFERENT THAN ENROLLER)                                10000001
--------------------------------------------------------------------------------

================================================================================

PAYMENT TOTAL (FILL IN A LINE FOR ALL ITEMS THAT APPLY TO YOU)

Managing Consultant
 Kit*                                         $495.00  ______
   Shipping & Handling (2nd Day)                                   20.00   20.00
   Optional FedEx Overnight Service                                25.00  ______
   Local Sales Tax (CA Residents Only)                                    ______

Internet Business Success Pack*  UPGRADE                                 1000.00
                                                                         -------
   Shipping & Handling (2nd Day)                                   55.00   55.00
   Local Sales Tax (CA Residents Only)                                   _______


Independent Consultant Kit                                        $49.00 _______
   Shipping & Handling                                              5.00    5.00
   Optional FedEx Overnight Service                                20.00 _______

                                           Payment Total                 1000--
                                                                         -------

*these packs are not  available in all states,  please refer to item four on the
back of this application.

================================================================================

BUSINESS MANAGEMENT SYSTEM (BMS)
Our Business Management System will help you qualify for your monthly commission
check and keep you plugged into company communications!

____  (Please  initial  here) I agree  to be  billed  $65.00  monthly  for  this
automatic  service,  which includes an Internet  Business Center and NOWB Online
package.  BMS includes 60 CV a month. To get these services, I understand that I
must  provide  monthly  payment in the form of Credit Card number or  Electronic
Funds Transfer (Check by Fax form available on Fax-on-Demand - document #160).

Please check applicable option:

____      Electronic Funds Transfer (include Check-by-Fax form).

  X       Credit Card: XXXX-XXXXX-XXXXX                          Exp.  00/00
-----                  ----------------                                ------

         Authorized Signature  /s/ David C. Olson
                               -------------------------------------------------

Creation of Internet  Business Center requires web site order materials with IBC
Web Site Voucher (included in kit).

================================================================================

PLEASE CHECK PAYMENT METHOD
 X  Check                  ___American Express       ___VISA
___ Cashier's Check        ___Discover               ___MasterCard
___ Monthly Order ___ Electronic Funds Transfer (Registered Trademark symbol)

Make payable to BigOnline. If you are paying by Electronic Funds Transfer please
submit a Check-by-Fax form (FOD #160) 

CURRENT CARD NUMBER EXP. DATE

X ______________________________________________________________________________
   Cardholder's Signature                      Print Name

================================================================================

I  hereby  apply  to  become  an  Independent  Consultant  for  BigOnline,  Inc.
(BigOnline).  I have read  carefully and agree to be bound by all  provisions of
the Terms and Conditions which are printed on this application and all published
Policies  and  Procedures  of  BigOnline.  My sponsor has  explained  to me that
purchase of any of the Managing Consultant Packages is optional, is not required
and is non-refundable after thirty (30) days from the date of this Agreement and
that becoming a BigOnline customer is not required to participate as a BigOnline
Independent Consultant.

X  /s/ David C. Olson   June 1, 99      X
-------------------------------------   ----------------------------------------
Applicant's Signature   Date            Spouse's or Partner's Signature     Date
                                        (If business is co-owned)

================================================================================


<PAGE>



TERMS AND CONDITIONS

1.   I am of  legal  age in the  state  of my  residency.  I agree  that I am an
     independent  contractor,   responsible  for  determining  my  own  business
     activities  and not an  agent,  employee  or  legal  representative  of the
     company.  I will not represent in any manner that I am an agent,  employee,
     or legal  representative  of BigOnline (The Company).  I am responsible for
     the payment of all federal  and state  self-employment  taxes and any other
     taxes required under all federal,  state or regulatory  taxing agency. I am
     responsible to pay all sales taxes where applicable.

2.   The BigOnline Independent  Consultant position has no initial fee, cost, or
     investment,  other than a fully-refundable  $49.00 deposit. This refundable
     deposit is not  applicable  to  residents  of Alabama,  Georgia,  Kentucky,
     Louisiana,  Minnesota, Nebraska, North Dakota, Pennsylvania,  South Dakota,
     West  Virginia,  or  where  prohibited  by  law.  Upon  termination  of  my
     distributorship  and for a period of ninety (90) days thereafter,  and upon
     my  written  request,  BigOnline  will  unconditionally  refund  the $49.00
     application  deposit  within  thirty  (30)  days of the date  requested.  I
     understand  whether  or not I  elect  to  purchase  the  optional  Managing
     Consultant  Training Kit,  BigOnline  will provide to me a starter kit with
     necessary  literature  and sales  aids to start my  BigOnline  business.  I
     understand that Independent Consultants, whether or not they have purchased
     the optional Managing  Consultant  Training Kit are eligible to receive the
     same retail commissions and bonuses.

3.   This  position  does  not  constitute  the  sale  of a  franchise  or  of a
     distributorship  and no fee or purchase for participation as an Independent
     Consultant has been required of me.

4.   I understand  that all  Independent  Consultants  may purchase the optional
     Managing  Consultant  Kit,  available  for $495.00,  consisting of training
     material and various other materials and services.  (This optional Managing
     Consultant  Kit  costs  $295.00  for  residents  of  Utah,  Louisiana,  and
     Washington,  and costs $249.00 for residents of South  Carolina,  Oklahoma,
     and South  Dakota  but do not  include  the IBC site and first  month  free
     hosting).

5.   I agree that as an Independent  Consultant,  I shall place primary emphasis
     upon the obtaining of Retail customers. Independent Consultants resident in
     the States of Maine,  Michigan,  Indiana and West  Virginia,  Georgia,  and
     North  Dakota are limited to $495.00 in  Independent  Consultant  purchases
     from the  Company  during  the first six months of  Independent  Consultant
     status. Permissible Independent Consultant purchases shall be automatically
     modified to comply with the exemption requirements set forth in any states'
     laws regulating business opportunities.

6.   I understand  there are only two  commissionable  events for an Independent
     Consultant: Acquiring BigOnline customers directly, and acquiring BigOnline
     customers through the efforts of other  Independent  Consultants which have
     been  sponsored  by  the  Independent  Consultant,  or  are  linked  by the
     Independent Consultant's sponsorship commissionable sales group.

7.   In presenting the BigOnline Program and Independent  Consultant position to
     prospects,  I agree that such presentations  shall be strictly according to
     the  following  format  and  that I will be  terminated  as an  Independent
     Consultant if I fail to do so: (a) In each  presentation of the Independent
     Consultant  position,  the  prospect  shall be  directly  informed  that no
     payment or  purchase  is  required  or is a means to become an  Independent
     Consultant.  (b) The prospect  shall  receive a complete  customer  product
     presentation prior to any discussion  whatsoever concerning the Independent
     Consultant position.

8.   In order to maintain a viable Marketing  Program and to comply with changes
     in federal,  state,  or local laws in economic  conditions,  BigOnline  may
     change  Policies and Procedures for  Independent  Consultants  from time to
     time, as well as to modify its Independent Consultant Compensation Program.
     Such Policies and Procedures and Compensation  Plan  modifications, and all
     changes  thereto,  shall  become  a  binding  part of this  Agreement  upon
     publication in the official BigOnline Independent Consultant Newsletter.

9.   I understand that no attorney  general or other  regulatory  authority ever
     reviews,  endorses  or  approves  any  product,  compensation  program,  or
     company. I will make no such claim to others.

10.  I agree to operate in a lawful, ethical, and moral manner and to do nothing
     that will adversely reflect upon the Company, its customers, or Independent
     Consultants.  I  understand  that  any  act  deemed  by the  Company  to be
     detrimental to the Company in any manner is grounds for the  termination of
     my Independent Consultant status and all corresponding compensation.

11.  I understand that failure to abide by the Independent  Consultant Agreement
     and Policies and Procedures may result in a cancellation  of my Independent
     Consultant status.

12.  I understand  that my Independent  Consultant  position can be inherited or
     bequeathed but cannot be transferred or assigned during my lifetime without
     written  consent of the  Company  which  consent  will not be  unreasonably
     withheld. Six months of continuous inactivity (no active personal sales) as
     an  Independent   Consultant   may  result  in  automatic   termination  of
     Independent Consultant status.

13.  This Agreement shall be deemed in effect upon its receipt and acceptance by
     BigOnline at its Corporate Office location at 2000 Powell Street Suite 100,
     Emeryville, CA 94608.

14.  I  understand  that  as  an  Independent  Consultant, I  may  only  utilize
     literature  and sales aids provided by BigOnline.  Utilizing  non-BigOnline
     literature  and/or  sales aids is a violation of  BigOnline's  Policies and
     Procedures,  and may result in  termination  of an  Independent  Consultant
     relationship with BigOnline.

15.  I will not promote my Independent  Consultant  business nor use the Company
     name, or the trade names,  logos, sales materials,  trademarks,  or service
     marks of BigBook or BigOnline, except in materials provided by the Company.
     I  understand  that  unauthorized  use  or  duplication  of  trademarks  or
     copyrighted materials is a violation of federal law.

16.  I am responsible for supervising and supporting  Independent  Consultants I
     sponsor  into the program  and in my  commissionable  downline.  I agree to
     maintain monthly communication and support to those Independent Consultants
     in  my  commissionable  downline  by  way  of  any  of  the  following,  or
     combination thereof:  Personal contact,  telephone  communication,  written
     communication, and attendance at Independent Consultant meetings.  

17.  This   agreement,   including   the  BigOnline   Policies  and   Procedures
     incorporated  herein by reference,  constitute the entire agreement between
     the parties  hereto,  and no other  additional  promises,  representations,
     guarantees, or agreements of any kind shall be valid unless in writing.

18.  BigOnline   provides  the   following   fulfillment   to  its   Independent
     Consultants:  A new  Independent  Consultant's  packet of sales  literature
     whether or not the optional Managing Consultant Kit is purchased;  shipment
     of  ordered  sales  aids  within  ten (10)  days of  receipt  of order  and
     clearance of funds,  subject to availability of items ordered;  calculation
     and  payment  of  Independent  Consultant  commissions.  Payment  terms  on
     Independent  Consultant  purchases:  check, money order or credit card with
     order. No credit purchases or COD's  available.  Commissions are payable to
     Independent  Consultants  according  to  the  Compensation  Plan  which  is
     incorporated herein by reference.

19.  I will not  make  false  or  misleading  statements  about  BigOnline,  the
     Independent   Consultant  position,  or  BigOnline  products.   Display  of
     commission   checks  and  making  of  income   projections  to  prospective
     Independent Consultants is prohibited.

20.  Independent  Consultants  in the same  household or business shall have the
     same  sponsor.  Change of original  sponsor is not  permitted.  Independent
     Consultant and Contributor lists and names are owned by the Company and may
     never be used for any commercial  purpose  without prior written consent of
     Company  and may never be used for any  commercial  purpose  without  prior
     written  consent  of  Company.  During the term of this  Agreement  and for
     ninety (90) days thereafter,  Independent Consultant shall not, directly or
     indirectly solicit Independent  Consultants or Contributors of BigOnline to
     other network marketing  organizations,  except as to personally  sponsored
     Independent Consultants/customers.

21.  This  Agreement  is  governed by the laws of the State of  California.  The
     parties  agree that any claim,  dispute or other  difference  between  them
     shall be  exclusively  resolved  by  binding  arbitration  pursuant  to the
     Commercial  Arbitration Rules of the American Arbitration  Association with
     arbitration to occur at San Francisco,  California.  Louisiana  Independent
     Consultants arbitrate at New Orleans, Louisiana.

22.  Independent  Consultants may return  literature and sales aids in resalable
     condition  at any time within  thirty  days of purchase  and receive an 85%
     refund  if the  items  are in  resalable  condition.  Returns  will  not be
     accepted without a Returned Materials  Authorization Number. Shipping costs
     for returned items shall be borne by the  Independent  Consultant.  Payment
     will be made within thirty (30) days of actual  receipt of returned  items.
     Deposits  refundable  upon  written  request made within sixty (60) days of
     termination of Agreement. The company will honor sales aids refund policies
     provided by any state or federal law applicable to  Independent  Consultant
     (New Mexico, one year; Georgia, no time limitation).



                                    AGREEMENT

This agreement  shall describe the  arrangement  for services and rent to Summit
Financial  Relations,  Inc. beginning on April 1, 2001. This document represents
the entire agreement and can only be changed by a vote of the Board of Directors
of EasyWeb, Inc.

o    EasyWeb, Inc. shall pay Summit Financial annual rent in the amount of
     $4000, beginning April 1, 2001, until April 1, 2002. At that time, the
     issue of rent shall be re-addressed by the two companies.

o    EasyWeb, Inc. shall pay Summit Financial an hourly fee of $15 per hour for
     bookkeeping and accounting services. All Company expenses incurred by
     Summit Financial on behalf of EasyWeb, inc. shall be passed on and billed
     to EasyWeb, Inc. at their cost.

o    All time and services related to content for websites, website design,
     sales, and management administration, provided to EasyWeb, Inc., by Summit
     Financial Relations, Inc. or David C. Olson, shall be provided free of
     charge to EasyWeb, Inc., until a time at which the Board of Directors of
     EasyWeb, Inc. determines that the Company has sufficient cash flow, EBITDA,
     or earnings in order to provide compensation to Summit Financial Relations,
     Inc. or to David C. Olson on behalf of their work for the company.


David C. Olson
/s/ David C. Olson
-----------------------------------------------------------
On
 behalf EasyWeb, Inc. and Summit Financial Relations, Inc.

Robert R. Zappa

/s/ Robert R. Zappa
---------------------------
Board member, EasyWeb, Inc.