U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2001     Commission File Number: 0-32353
                           -----------------                             -------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 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    
Incorporation or Organization)                          Identification No.) 
                                                        

 6025 S. Quebec Street, Suite 150, Englewood, Colorado             80111
------------------------------------------------------           ----------
      (Address of Principal Executive Office)                    (Zip Code)

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

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

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

                           Common Stock, No Par Value
                           --------------------------
                                 Title of Class

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant  was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
                                                                  Yes X    No
                                                                     ---     ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment. [ X ]

State issuer's revenues for its most recent fiscal year:  $1,726

As of December 31, 2001:  (a)  3,940,200  common  shares,  no par value,  of the
registrant were outstanding;  (b) approximately  388,200 common shares were held
by non-affiliates;  and (c) the aggregate market value of the common shares held
by non-affiliates  was $11,646 based on the price at which the common equity was
most recently sold in January 2002.

Documents incorporated by reference:  None.

Transitional Small Business Disclosure Format:   Yes       No   X 
                                                    ---        ---


<PAGE>

EASYWEB, INC.

INDEX TO ANNUAL REPORT
ON FORM 10-KSB

                                                                            Page
                                                                            ----

PART I


      Item 1.      DESCRIPTION OF BUSINESS.................................   3


      Item 2.      DESCRIPTION OF PROPERTY.................................   9


      Item 3.      LEGAL PROCEEDINGS.......................................  10


      Item 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....  10


PART II


      Item 5.      MARKET FOR COMMON EQUITY AND RELATED
                   STOCKHOLDER MATTERS.....................................  10


      Item 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                   PLAN OF OPERATION ......................................  11


      Item 7.      FINANCIAL STATEMENTS....................................  14


      Item 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                      ACCOUNTING AND FINANCIAL DISCLOSURE..................  14


PART III


      Item 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                   PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                   ACT.....................................................  14


      Item 10.     EXECUTIVE COMPENSATION..................................  15


      Item 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                   MANAGEMENT AND RELATED STOCKHOLDER MATTERS..............  17


      Item 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........  18


      Item 13.     EXHIBITS AND REPORTS ON FORM 8-K........................  19

                                        2

<PAGE>


Additional information

     Descriptions  in this Report are  qualified by reference to the contents of
any contract,  agreement or other  documents and are not  necessarily  complete.
Reference  is made to each such  contract,  agreement  or  document  filed as an
exhibit  to  this  Report,  or  previously  filed  by the  Company  pursuant  to
regulations of the Securities and Exchange Commission (the  "Commission").  (See
"Item 13. Exhibits and Reports of Form 8-K.")

     Reference  in this  document  to "us"  or  "we"  or "the  Company"  or "the
Registrant" refer to EasyWeb, Inc.

                Special Note Regarding Forward Looking Statements

     Certain statements contained herein constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements include, without limitation, statements regarding the
Company's  plan of  business  operations  and  related  expenditures,  potential
contractual   arrangements,   anticipated  revenues  and  related  expenditures.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise required by applicable  securities  statutes or regulations,
the Company  disclaims any intent or obligation to update publicly these forward
looking  statements,  whether as a result of new  information,  future events or
otherwise.


PART I


Item 1. DESCRIPTION OF BUSINESS

(a)  General Development of Business
     -------------------------------

     We were 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. Our executive  offices are presently  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
currently in the development  stage and have been in the development stage since
inception.

     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
$6,977 from the design,  sale and  maintenance  of Internet sites and incurred a
loss from operations of $(170,534) through December 31, 2001.

     We have  not  been  subject  to any  bankruptcy,  receivership  or  similar
proceeding.

     We  have  not  been  subject  to  any  material  reclassification,  merger,
consolidation,  or purchase or sale of a significant amount of assets not in the
ordinary course of business.

     (b)  Narrative Description of the Business
          -------------------------------------

     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

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obtained  pursuant to the  assignment  of the rights in February  1999 under the
Marketing  Agreement with Millennium  Marketing,  Inc., a company then owned and
managed by Mr. David C. Olson, the President,  the Treasurer,  a director and an
approximate  39.6%-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 on behalf of our  customers.  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.  We
presently  depend  upon  third  party  suppliers  for  technical  assistance  in
implementing and incorporating our designs, concepts and content into the site.

     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.  Also, on December 20, 2001, we
issued Mr. Romero 100,000  options to purchase  shares of our common stock at an
exercise price of $.25 per share in consideration for consulting services he has
provided to EasyWeb. 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.

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<PAGE>

     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.

     As of December 31,  2001,  we had sold less than ten web sites and realized
$6,977 in revenue since inception.  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. 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.

     Dependence on a Few Major Customers
     -----------------------------------

     Over seventy  percent  (70%) of our revenue to date has been  received from
one customer,  Creative Host Services. As a result,  Creative Host Services must
be considered to be a major  customer on whom we are  dependent.  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.

     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

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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, Inc.
("Summit")  since  August  1997,  in  the  design,  drafting,   development  and
publication  of   advertising   and   promotional   materials  for  private  and
publicly-traded companies.

     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 of $45 per hour,  Richard  Bagdonis
performed technical  assistance to implement and incorporate Mr. Olson's content
upgrades in accordance with his directions.  To date we have paid Mr. Bagdonis a
total of $337.50 for his technical assistance with such content upgrades. During
2001, Mr. Bagdonis  replaced Sunstar 2000 as the host of Creative Host Services'
customized web site.  Then, in September  2001,  Mindpointe,  Inc.  replaced Mr.
Bagdonis as the host of Creative Host  Services'  customized web site. We charge
Creative  Host  Services a higher  monthly fee than we pay to Mindpointe to host
Creative Host Services' site on the Internet.

     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,  Mindpointe,  or other
independent  contractors  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

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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.

     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.  We now control our own templated services and do not need
to use  Sunstar  2000 unless they are  competitive.  However,  because we obtain
template web sites that we offer from Sunstar 2000, we are in direct competition
with  Sunstar 2000 in the  marketing  and sale of these  products and  services.
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.  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,

                                        7

<PAGE>

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,  our 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
     ---------

     Although activity in the entire Internet sector has subsided  substantially
as the public has begun to realize the  limitations  on the  Internet  and other
online  services as a medium of  commerce,  the number of  companies  that offer
Internet services has also decreased.  We believe that a market still exists for
businesses  and  individuals  who need  customized  websites  or the  more  cost
effective  templated web sites.  Despite competition from companies with greater
resources than EasyWeb, we believe EasyWeb offers a viable selection of products
and services to the marketplace which we hope will be accepted in the future.

     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. Currently there are no agreements between Mr. Olson and Mr.
Romero or EasyWeb  and  Sunstar  2000  regarding  ownership  of any  products or
services  developed  as a  result  of the  parties'  collaborative  efforts.  We
currently  anticipate  that any new products or services  developed by Mr. Olson
and Mr.  Romero  as a result of their  joint  efforts  would be  shared  between
EasyWeb and Sunstar equitably. However, because we have no formal agreement with
Sunstar or Mr. Romero,  any dispute  between Mr. Olson and Mr. Romero or EasyWeb
and Sunstar  2000 could have an adverse  affect on our  continued  research  and
development activities. All of these activities have been performed by Mr. Olson
free of charge to  EasyWeb.  Although,  Mr.  Romero  has not  received  any cash
compensation for these services, on December 20, 2001, we issued 100,000 options
to Mr.  Romero to purchase  shares of our common  stock at an exercise  price of
$.25 per share in  consideration  for the various  services  he has  provided to

                                        8

<PAGE>

EasyWeb since October 2000.  Accordingly,  we have spent no cash on research and
development  activities  during the period from inception on September 24, 1998,
through  December 31, 2001.  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 out-of-pocket cost to EasyWeb. We
have no research and development  activities  planned for the next twelve months
or thereafter.

     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.  Thomas M.
Vickers,  a director  of  EasyWeb  together  with Mr.  Olson,  for all  services
rendered in all capacities  through  December 31, 2001. Mr. Vickers has received
200,000 shares of our common stock in  consideration  for agreeing to serve as a
director  of  EasyWeb.  We do not  anticipate  that he will be awarded  any cash
compensation for the foreseeable  future. For the foreseeable  future, Mr. David
C. Olson and Ms. Barbara  Petrinsky will receive no compensation in any form for
their  services  performed in the  capacities as 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 Vickers 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.
Vickers  devotes  only  such  time  as is  necessary  for  him  to  perform  his
responsibilities  as a director of EasyWeb.  See Part I, Item 2. "Description of
Property," for a description of the Agreement for  Administrative  Support dated
March 11, 1999,  between EasyWeb and Summit, 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 the sum of $11,549 through December
31,  2001,  for use of office space and  administrative  and  technical  support
services at Summit  Financial  Relation's  offices.  As the sole  shareholder of
Summit, Mr. Olson benefited indirectly from these payments. See Part 3, Item 12.
"Certain  Relationships  and Related  Transactions,"  for  detailed  information
relating to our issuance on March 11, 1999,  to Mr.  Olson and Robert  Zappa,  a
former director of EasyWeb,  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,  the issuance on
December 7, 2001, of 200,000  shares to Mr.  Thomas M. Vickers as  consideration
for his agreement to serve on the board of directors of EasyWeb, the issuance on
December 7, 2001, of 150,000 shares to Mr. Olson and Summit as consideration for
working capital advances, and common stock sold subsequent to December 31, 2001.

     (c) Organization
         ------------

     We  are  comprised  of one  corporation  with  no  subsidiaries  or  parent
entities.

     (d) Operations
         ----------
     We have been in the development  stage since our inception on September 24,
1998.

     (e) Proprietary Information
         -----------------------

     We have no proprietary information.

     (f) Government Regulation
         ---------------------

     We are not subject to any material governmental regulation or approvals.

     (g) Environmental Compliance

     At the  present  time,  we  are  not  subject  to any  material  costs  for
compliance with any environmental laws.


I
tem 2. DESCRIPTION OF PROPERTY

     We  maintain  our  offices at the  business  offices  located at 6025 South
Quebec Street, Suite #150,  Englewood,  Colorado 80111, of Summit, an affiliated

                                       9

<PAGE>

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 March 31, 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 $1,016 for bookkeeping and other administrative services
from January 1, 2001,  through  December 31, 2001. We anticipate  that the Board
will make its determination  based on our ability to pay Summit reasonable rates
for these  services based on current  market  conditions  while at the same time
maintaining  sufficient  capital to pay for ongoing  operations,  including  the
costs of marketing our products and  services.  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 and  administrative  support provided by Summit has a fair
market value of approximately $500 and $1,000 per month,  respectively.  We have
recognized  expenses for rent and  administrative  support  based on fair market
value.  Any  period in which the  amount  paid to Summit  for  office  space and
administrative  support was below the fair market value,  the remaining  balance
was  considered  contributed  by Summit and  recorded as a credit to  additional
paid-in capital in our financial statements. As of December 31, 2001, Summit had
contributed  office  space  and  administrative  support  totaling  $10,667  and
$25,784, respectively.

     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.


Item 3. LEGAL PROCEEDINGS

     No legal  proceedings  of a  material  nature to which we are a party  were
pending during the reporting  period,  and we know of no legal  proceedings of a
material nature, pending or threatened,  or judgments entered against any of our
director or officer in their capacity as such.


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

     We did  not  submit  any  matter  to a vote  of  security  holders  through
solicitation  of proxies  or  otherwise  during  the fourth  quarter of the year
covered by this report.


PART II


Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (a) Principal Market or Markets
         ---------------------------

     Our common stock does not trade on any market or exchange.

     (b) Approximate Number of Holders of Common Stock
         ---------------------------------------------

     The number of holders of record of our Common  Stock at December  31, 2001,
was approximately 59.

                                       10

<PAGE>

     (c) Dividends
         ---------
         Holders of our common stock are  entitled to receive such  dividends as
may be declared by our Board of Directors. No dividends on the common stock were
paid during the periods reported herein nor do we anticipate paying dividends in
the foreseeable future.

     (d) The Securities Enforcement and Penny Stock Reform Act of 1990
         -------------------------------------------------------------

     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock  defined  as a penny  stock.  Unless we can  acquire
substantial  assets  and trade at over  $5.00  per share on the bid,  it is more
likely than not that our securities,  for some period of time,  would be defined
under the Act as a "penny stock." As a result, those who trade in our securities
may be required to provide  additional  information about their fitness to trade
our  shares.  Also,  there is the  requirement  of a  broker-dealer,  prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
that  provides  information  about penny stocks and the risks in the penny stock
market.  Further, a broker-dealer must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the  broker-dealer and
its salesperson in the transaction,  and monthly account  statements showing the
market  value  of  each  penny  stock  held  in the  customer's  account.  These
requirements  present a substantial  burden on any person or brokerage  firm who
plans to trade out securities and would thereby make it unlikely that any liquid
trading market would ever result in our securities  while provisions of this Act
might be applicable to those securities.

     (e) Blue Sky Compliance
         -------------------

     The trading of penny stock  companies may be  restricted by the  securities
laws ("Blue Sky" laws) of the several states.  Management is aware that a number
of states currently  prohibit the unrestricted  trading of penny stock companies
absent  the  availability  of  exemptions,  which are in the  discretion  of the
states' securities administrators.  The effect of these states' laws would be to
limit the trading  market,  if any,  for our shares and to make resale of shares
acquired by investors more difficult.


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Forward-Looking statements
     --------------------------

     The following discussion contains forward-looking  statements regarding our
Company,  its business,  prospects and results of operations that are subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause our  actual  business,  prospects  and  results  of  operations  to differ
materially   from  those  that  may  be  anticipated  by  such   forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without  limitation;  our ability to  successfully  develop new products for new
markets; the impact of competition on our revenues; changes in law or regulatory
requirements  that adversely  affect or preclude clients from using our products
for certain  applications;  delays our introduction of new products or services;
and our failure to keep pace with emerging technologies.

     When used in this  discussion,  words  such as  "believes",  "anticipates",
"expects",   "intends"  and  similar   expressions   are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  Our Company  undertakes  no  obligation  to revise any  forward-looking
statements in order to reflect  events or  circumstances  that may  subsequently
arise.   Readers  are  urged  to  carefully  review  and  consider  the  various
disclosures  made  by us in  this  report  and  other  reports  filed  with  the
Securities and Exchange Commission that attempts to advise interested parties of
the risks and factors that may affect our business.

     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  $6,977 in revenue  and a net loss from  operations  of
$(170,534) through December 31, 2001.

     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

                                       11

<PAGE>

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.

     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  out-of-pocket
cost to us.

     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. We currently do not intend to hire any additional employees
for the  foreseeable  future and 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.  To date,  Mr. Olson has not
accrued,  nor does he plan to accrue any salary from EasyWeb.  However, see Part
3, Item 12. "Certain Relationships and Related Transactions," of this report for
a description of our payments to Summit, from which Mr. Olson, as the sole owner
of Summit,  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.
During January 2002, we raised $16,500 through the sale of 550,000 shares of our
common stock ($.03 per share), which has been our only fund-raising effort 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.

     However, if we are unable to raise additional capital to support our future
operations,   we  may  begin  exploring  business   opportunities  for  possible
investments  and/or business  combinations  with companies that may be operating
outside of our original  business  plan. As of the date of this filing,  we have
had no  discussions  and no agreements  have been reached with any third parties
regarding such an investment or business combination.

                                       12

<PAGE>

     The following  summarizes the Company's results of operations and financial
conditions, and should be read in conjunction with the financial statements:

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

Year Ended December 31, 2001, Versus Year Ended December 31, 2000

     Total revenue was $1,726 for the year ended  December 31, 2001, as compared
to total revenue of $5,251 for the year ended December 31, 2000.

     We  incurred a net loss of  $(72,535)  during the year ended  December  31,
2001, as compared to a net loss of $(79,951)  during the year ended December 31,
2000,  because of the factors  described  below.  Operating  expenses  decreased
approximately 13%, from $85,202 for the year ended December 31, 2000, to $74,261
for the year ended  December  31, 2001.  We  experienced  sizeable  decreases in
salaries and payroll taxes,  web site consulting and maintenance and advertising
as a result of the ineffectiveness of our original marketing approach of door to
door  sales.  Because our  original  marketing  approach  did not  generate  any
significant  revenues  we have been forced to  reevaluate  our  business  model.
Management  currently plans to re-establish  advertising  efforts in the future,
provided  it is able to procure  additional  financing  for  EasyWeb in order to
support such efforts.  However,  professional fees and stock-based  compensation
support increased substantially.  The increase in professional fees are a result
of the additional  legal and accounting fees the Company incurred as a result of
our filing to become a reporting company.  Additionally,  we incurred $26,600 in
stock-based  compensation during the year ended December 31, 2001 as compared to
$-0- for the year ended December 31, 2000. The increase  occurred as a result of
paying for services with stock due to the lack of working capital.

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  $(79,951)  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 $85,202 for the year ended
December 31, 2000. We experienced a sizeable increase in all operating  expenses
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," (b)
"Narrative Description of the Business," for a description of this document.

     Liquidity and Capital Resources
     -------------------------------

     As of December 31, 2001,  we had total assets of $2,885  consisting of $451
in cash, $465 in trade  receivables,  $1,000 in prepaid expenses and $969 in net
intangible  assets.  As of December  31,  2000,  we had total  assets of $28,426
consisting of $26,707 in cash and $1,719 in net intangible assets.

     As of December 31, 2001 and 2000, we had total  liabilities  of $12,818 and
$10,908,  respectively.  Our total shareholders'  equity (deficit) was $(13,933)
and $13,518, as of December 31, 2001, and 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. Through December 31, 2001, we
have been  funded  through  the sale of common  stock for gross  proceeds in the
amount of $101,550. We also raised $16,500 through the sale of 550,000 shares of
our common stock ($.03 per share) during January 2002.  However,  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

                                       13

<PAGE>

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.

     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  $(30,256)  for the year ended
December  31,  2001,  primarily,  because of the net loss of  $(72,535),  offset
primarily,  by the value of office space and administrative  support contributed
by an affiliated company ($13,984) and stock-based  compensation ($26,600).  Net
cash used in operating  activities was $(72,784) for the year ended December 31,
2000, primarily,  because of the net loss of $(79,951), offset primarily, by the
value of office space and  administrative  support  contributed by an affiliated
company ($10,467).

     For the years ended  December 31, 2001 and 2000, net cash used in investing
activities  totaled  $-0-  and  $2,650,  respectively.  Cash was used in 2000 to
acquire property ($400) to pay for intangible assets ($2,250).  During the years
ended  December 31, 2001 and 2000,  net cash  provided by  financing  activities
totaled  $4,000 and $101,050,  respectively.  Cash proceeds in 2001 consisted of
working  capital  advances from related parties  ($4,000),  and proceeds in 2000
consisted of sales of common stock ($101,050).

     Cash  decreased  by $26,256,  from  $26,707 at December 31, 2000 to $451 at
December 31, 2001,  because of the  above-described  factors.  Cash increased by
$25,616,  from $1,091 at December  31,  1999 to $26,707 at  December  31,  2000,
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 7.  FINANCIAL STATEMENTS


     The report of the independent  auditors on the financial statements appears
at Page F-2 and the financial  statements and  accompanying  footnotes appear at
Pages F-3 through F-8 hereof.  These financial  statements and related financial
information required to be filed hereunder commence on Page F-1 of this Form and
are incorporated herein by this reference.


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

     We did not have any  disagreements on accounting and financial  disclosures
with our accounting firm during the reporting period.



PART III


Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

     (a) Directors and Executive Officers
         --------------------------------

     The names and ages of our directors and executive officers are as follows:

                                       14

<PAGE>

          Name                  Age                    Position
     ------------------         ---         ---------------------------------
     David C. Olson *            41         President, Treasurer and Director
                                        
     Thomas M. Vickers           63         Director
                                        
     Barbara Petrinsky           59         Secretary

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

     Directors hold office until our next annual  shareholder  meeting 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
percent of their time and effort to our business affairs and Mr. Vickers devotes
only such time as is  necessary  for him to perform  his  responsibilities  as a
director of our Company.

     We have no audit or compensation committee.

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

     (b) Business Experience
         -------------------

     David C. Olson has served as the President, the Treasurer and a director of
EasyWeb since March 11, 1999.  Since May 1997,  Mr. Olson has been  President of
Summit Financial  Relations,  Inc., a business consulting and investor relations
firm located in Englewood, Colorado. From January 1993 until May 1997, Mr. Olson
held various positions including national sales manager at Cohig and Associates,
Inc. (now part of EastBrokers  International,  Inc.), a securities broker-dealer
firm in  Englewood,  Colorado  with 256 brokers  and offices in 23 states  which
specialize  in small cap and growth  stocks.  Mr. Olson has not been  associated
with any brokerage firm since May 1997. Mr. Olson also is a managing  partner of
Mail Box Money, LLC, a private company which is an independent licensed reseller
of services for Airborne Express, Inc.

     Thomas M.  Vickers  has served as a director of EasyWeb  since  December 7,
2001. Since 1984, Mr. Vickers has been the owner and president of Thomas Vickers
Investments located in Englewood,  Colorado.  His company is primarily active in
real estate and private investments.  Mr. Vickers is presently  semi-retired but
stays  active  in  the  area  of  private   investments   and  venture   capital
opportunities. Prior to moving to Denver, Colorado from Wichita, Kansas in 1984,
Mr. Vickers was employed in the investment business with New York Stock Exchange
firm A.G. Edwards and Sons (1961-1973)  where he was a vice president and later,
Dean Witter  Reymolds  (1973-1983)  where he was a vice  president  and district
manager.  Mr. Vickers  attended  Wichita State  University from 1956 to 1960, at
which time he was recruited into the first "on Wall Street Training  Program" in
its  history by Bache and  Company.  In addition  to his other  activities,  Mr.
Vickers has served on the boards of directors of several  companies  through out
his business career.

     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 10. EXECUTIVE COMPENSATION

     No cash  compensation  has been  awarded  to,  earned by or paid to Messrs.
David  C.  Olson  and  Thomas  M.  Vickers,  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,  Mr.

Olson and Ms.  Petrinsky,  will receive no compensation in any form for services
to EasyWeb in their capacities of executive officer and/or director.  Mr. Thomas
M. Vickers has been awarded 200,000 shares of our common stock in  consideration
for his  agreement  to serve as a  director  of  EasyWeb.  We do not  anticipate
awarding him any cash compensation for his services in the foreseeable future.

                                       15

<PAGE>

     See Part I, Item 2.  "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  $11,549 through  December 31, 2001, for use of
office  space and  administrative  and  technical  support  services at Summit's
offices. As the sole shareholder of Summit, Mr. Olson benefited  indirectly from
these payments.

     See Part 3, Item 12. "Certain  Relationships and Related Transactions," for
detailed  information  relating to our issuance on March 11, 1999,  to Mr. Olson
and Robert Zappa, a former director of EasyWeb, 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,  the
issuance on  December 7, 2001,  of 200,000  shares to Mr.  Thomas M.  Vickers as
consideration  for his  agreement to serve on the board of directors of EasyWeb,
the issuance on December 7, 2001,  of 150,000  shares to Mr. Olson and Summit as
consideration for working capital advances made prior to December 31, 2001.

     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 below at
"Incentive  Stock Option Plan", 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, 1999, Mr. David C. Olson,  our then sole director
and shareholder, approved the Incentive Stock Option Plan (the "Plan") reserving
an aggregate of 175,000 shares of common stock for issuance upon the exercise of
stock options granted to our employees,  consultants and non-employee members of
the Board of Directors under the Plan. The purpose of the Plan is to promote the
growth and  general  prosperity  of EasyWeb by  permitting  us to grant  options
exercisable to purchase shares of common stock to our employees, consultants and
non-employee members of the Board of Directors.

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

     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.

                                       16

<PAGE>

     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 December
31, 2001,  100,000 options were outstanding and exercisable.  These options were
granted to Terry Romero on December 20, 2001.  Options  granted  under the Plan,
and shares of common stock issued upon the exercise of any those  options,  will
not be registered  with the U.S.  Securities and Exchange  Commission  under the
Securities  Act of  1933.  These  securities  will be  offered  pursuant  to the
exemption  from  registration  provided by Rule 504 of  Regulation D promulgated
under Section 3(b) of, or other available exemption under, the Securities Act of
1933. Accordingly, resales of the securities will be subject to the registration
requirements  of Section 5 of, and Rule 144 of the General Rules and Regulations
promulgated under, the Securities Act of 1933.

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

     Compensation of Directors
     -------------------------

     Directors  of EasyWeb  receive no  compensation  pursuant  to any  standard
arrangement  for their  services as  directors.  However,  directors who are not
officers  may be paid  an  annual  fee or a fee  per  meeting  of the  Board  of
Directors  in an  amount(s)  to be  determined  in the  future  by the  Board of
Directors.  Thomas M. Vickers was awarded  200,000 shares of our common stock on
December 7, 2001, in  consideration  for his agreement to serve as a director of
EasyWeb.


Item 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The following table sets forth information  regarding  beneficial ownership
as of the December 31, 2001 of our common stock by any person who is known by us
to be the  beneficial  owner  of more  than  five  (5%)  percent  of our  voting
securities, by each Director of the Registrant, and by officers and Directors of
the  Registrant  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.  As of December 31, 2001,  there were
3,940,200 common shares issued and outstanding.

     All ownership is beneficial and on record and all beneficial  owners listed
below have sole voting and  investment  power with respect to the shares  shown,
unless otherwise indicated.

                                       17

<PAGE>

                                                Shares
                                              Beneficially       Percentage
        Beneficial Owner                        Owned (1)        of Class (1)
------------------------------------            ---------        ------------

David C. Olson (2) (3)                         1,783,333          39.6%
6025 South Quebec Street, Suite 150
Englewood, Colorado 80111

Thomas M. Vickers (3)                            410,000           9.1%
6025 South Quebec Street, Suite 150
Englewood, Colorado 80111

Robert J. Zappa                                  964,000          21.4%
2740 Kendrick Street
Golden, Colorado 80401

Steven E. Muth                                   800,000          17.8%
6463 South Malaya Street
Aurora, Colorado 80016

Barbara Petrinsky (2)                             17,667           0.4%
6025 South Quebec Street, Suite 150
Englewood, Colorado 80111

All executive officers and directors           2,211,000          49.1%
as a group


     (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 4,506,200  shares of our common stock issued and  outstanding as of
          March 11, 2002.

     (2)  Executive officer of the Company.

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

     The following  table provides  information  related to equity  compensation
plans as of December 31, 2001:


                         Number of                                Number of  
                         Securities                               Securities    
                        to be Issued                              Remaining  
                           Upon                                   Available  
                        Exercise of      Weighted-Average         for Future 
                        Outstanding       Exercise Price           Issuance  
                          Options,        of Outstanding         Under Equity
      Plan              Warrants and     Options, Warrants       Compensation
    Category               Rights           and Rights               Plans    
-------------------     ------------     ------------------      -------------

Equity compensation
  plans approved by
  security holders         100,000           $ 0.25               75,000

Equity compensation
  plans not approved
  by security holders        -0-              N/A                  -0-




Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On March 11,  1999,  we 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 $.002 per share). Mr.
Olson  serves as one of our two  executive  officers and  directors  and owns of
record and beneficially 39.6% of the issued and outstanding shares of our common
stock. Also on March 11, 1999, we sold 800,000 shares of common stock to each of

                                       18

<PAGE>

Mr.  Robert J. Zappa and Mr.  Steven Muth,  both former  company  directors,  in
consideration for the payment by each individual of the amount of $1,500 in cash
(approximately $.002 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 March 31,  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 $1,016 for  bookkeeping and other  administrative  services
from January 1, 2001,  through  December 31, 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
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.

     The fair value of the office space and  administrative  support provided by
Summit  has a fair  market  value of  approximately  $500 and  $1,000 per month,
respectively.  We have recognized  expenses for rent and administrative  support
based on fair  market  value.  Any period in which the amount paid to Summit for
office space and  administrative  support was below the fair market  value,  the
remaining balance was considered  contributed by Summit and recorded as a credit
to additional  paid-in capital in our financial  statements.  As of December 31,
2001, Summit had contributed  office space and  administrative  support totaling
$10,667 and $25,784, respectively.

     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.

     On December 7, 2001,  Thomas M. Vickers,  was awarded 200,000 shares of our
common  stock in  consideration  for his  agreement  to serve as a  director  of
EasyWeb.

     On December 7, 2001,  we issued  150,000  shares of our common stock to Mr.
Olson and Summit as consideration  for working capital advances  totaling $4,500
($.03 per share).

     During  January  2002, we sold 33,333 and 16,667 shares of our common stock
to Mr. Olson and Ms. Petrinsky,  respectively, at $.03 per share (gross proceeds
totaling $1,500).  Both Mr. Olson and Ms. Petrinsky are officers of EasyWeb.  In
addition  to the 50,000  shares  sold to Mr.  Olson and Ms.  Petrinsky,  we sold
500,000 shares of our common stock to unrelated third parties for gross proceeds
totaling $15,000, or $.03 per share.


Item 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

        3.01    Articles of Incorporation (1)
        3.02    Bylaws (2)

        10.01   Agreement for Administrative Support, dated March 11, 1999 (3)
        10.02   Independent Consultant Application and Agreement, dated 
                  June 1, 1999 (4)
        10.03   Rent, Bookkeeping and Services Agreement between EasyWeb, Inc. 
                  and Summit Financial Relations, Inc., dated April 1, 2001 (5)

                                       19

<PAGE>

     (1)  Incorporated  by  reference  to  Exhibit  3.01  to  the   registration
          statement on Form 10-SB of the  Registrant  filed with the  Securities
          and Exchange Commission on December 28, 2001 (File No. 0-32353).

     (2)  Incorporated  by  reference  to  Exhibit  3.02  to  the   registration
          statement on Form 10-SB of the  Registrant  filed with the  Securities
          and Exchange Commission on December 28, 2001 (File No. 0-32353).

     (3)  Incorporated  by  reference  to  Exhibit  10.01  to  the  registration
          statement on Form 10-SB of the  Registrant  filed with the  Securities
          and Exchange Commission on December 28, 2001 (File No. 0-32353).

     (4)  Incorporated  by  reference  to  Exhibit  10.02  to  the  registration
          statement on Form 10-SB of the  Registrant  filed with the  Securities
          and Exchange Commission on December 28, 2001 (File No. 0-32353).

     (5)  Incorporated  by  reference  to  Exhibit  10.03  to  the  registration
          statement on Form 10-SB of the  Registrant  filed with the  Securities
          and Exchange Commission on December 28, 2001 (File No. 0-32353).

     (b) No reports on Form 8-K were filed  during the year ended  December  31,
2001.

                                       20

<PAGE>



SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


(Registrant):  EASYWEB, INC.



By:   /s/ David C. Olson                Date: March 15, 2002
      ------------------                      --------------
      David C. Olson
      President


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
date indicated.


By:   /s/ David C. Olson                Date: March 15, 2002
      ------------------                      --------------
      David C. Olson
      President

                                       21

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                          Index to Financial Statements

                                                                            Page
                                                                            ----

Report of Independent Auditors ...........................................   F-2

Balance Sheet at December 31, 2001 .......................................   F-3

Statements of Operations for the years ended December 31, 2001
     and 2000, and from September 24, 1998 (inception) through
     December 31, 2001 ...................................................   F-4

Statement of Changes in Shareholders' Deficit for the period from
     September 24, 1998 (inception) through December 31, 2001 ............   F-5

Statements of Cash Flows for the years ended December 31, 2001
     and 2000, and from September 24, 1998 (inception) through
     December 31, 2001 ...................................................   F-7

Notes to Financial Statements ............................................   F-8


<PAGE>


                         Report of Independent Auditors

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,  2001,  and  the  related  statements  of
operations,  shareholders'  deficit and cash flows for the years ended  December
31, 2001 and 2000,  and the period from September 24, 1998  (inception)  through
December 31, 2001.  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,  2001,  and the results of its  operations  and its cash flows for the years
ended  December  31, 2001 and 2000,  and from  September  24,  1998  (inception)
through  December 31, 2001 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 1 to the  financial
statements,  the Company has a working  capital deficit at December 31, 2001 and
has suffered significant  operating losses since inception.  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 1. 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
March 4, 2002


                                       F-2

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)
                                  Balance Sheet

                                December 31, 2001

                                     Assets

Cash .............................................................    $     451
Accounts receivable, trade .......................................          465
Prepaid expenses .................................................        1,000
Web site development costs, net of accumulated
    amortization of $1,281 (Note 1) ..............................          969
                                                                      ---------

                                                                      $   2,885
                                                                      =========

                      Liabilities and Shareholders' Deficit

Accounts payable and accrued liabilities .........................    $   6,935
Due to affiliate (Note 2) ........................................          383
Indebtedness to related parties (Note 2) .........................        5,500
                                                                      ---------
                                                 Total liabilities       12,818
                                                                      ---------

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

Shareholders' deficit (Notes 2 and 4):
    Common stock, no par value;  30,000,000 shares authorized,
       3,940,200 shares issued and outstanding ...................       99,550
    100,000 outstanding stock options ............................       20,600
    Additional paid-in capital ...................................       36,451
    Deficit accumulated during development stage .................     (170,534)
                                                                      ---------

                                       Total shareholder's deficit      (13,933)
                                                                      ---------

                                                                      $   2,885
                                                                      =========

                 See accompanying notes to financial statements
                                       F-3

<PAGE>


<TABLE>
                                  EASYWEB, INC.
                          (A Development Stage Company)
                            Statements of Operations
<CAPTION>

                                                                               
                                                                               September 24,
                                                                                   1998     
                                                      For the Years Ended       (Inception) 
                                                           December 31,          Through    
                                                  --------------------------    December 31,
                                                     2001           2000           2001
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>        
Revenue:
    Commissions, related party (Note 2) .......   $      --      $     4,000    $     4,000
    Commissions, other ........................         1,726          1,251          2,977
                                                  -----------    -----------    -----------
                  Total revenue ...............         1,726          5,251          6,977
                                                  -----------    -----------    -----------

Operating expenses:
    Stock-based compensation (Notes 2 and 4):
       Consulting services ....................        20,600           --           20,600
       Director services ......................         6,000           --            6,000
    Rent ......................................         3,000          2,333          5,333
    Contributed rent (Note 2) .................         3,000          3,667         10,667
    Administrative support ....................         1,016          5,200          6,216
    Contributed administrative support (Note 2)        10,984          6,800         25,784
    Salaries and payroll taxes ................          --           20,729         20,729
    Professional fees .........................        23,174         12,797         40,363
    Web site consulting and maintenance .......         2,624          9,135         12,759
    Information technology agreement (Note 5) .          --            8,269          8,269
    Advertising ...............................           120         11,662         12,034
    Depreciation and amortization .............           750            672          1,439
    Other .....................................         2,993          3,938          7,318
                                                  -----------    -----------    -----------
                  Total operating expenses ....        74,261         85,202        177,511
                                                  -----------    -----------    -----------

                  Loss before income taxes ....       (72,535)       (79,951)      (170,534)

Income tax provision (Note 3) .................          --             --             --   
                                                  -----------    -----------    -----------

                  Net loss ....................   $   (72,535)   $   (79,951)   $  (170,534)
                                                  ===========    ===========    ===========

Basic and diluted loss per share ..............   $     (0.02)   $     (0.02)   
                                                  ===========    ===========    

Basic and diluted weighted average
    common shares outstanding .................     3,610,687      3,505,150    
                                                  ===========    ===========    
</TABLE>


                 See accompanying notes to financial statements
                                       F-4

<PAGE>


<TABLE>
                                  EASYWEB, INC.
                          (A Development Stage Company)
                  Statement of Changes in Shareholders' Deficit
<CAPTION>

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

Net loss for the period ended
    December 31, 1998 ............................           --          --            --           --         (1,500)       (1,500)
                                                       ----------  ----------    ----------   ----------   ----------    ----------

Balance at December 31, 1998 .....................           --          --            --           --         (1,500)       (1,500)

March 11, 1999, shares sold to officers
    ($.0017/share) (Note 2) ......................      2,400,000       4,000          --           --           --           4,000
March 11, 1999, shares issued to director
    in exchange for expenses paid on behalf
    of the Company ($.0019/share) (Note 2) .......        800,000       1,500          --           --           --           1,500
November 9, 1999, shares sold to affiliate
    at $.25 per share (Note 2) ...................          2,000         500          --           --           --             500
Office space and administrative support
    contributed by an affiliate (Note 2) .........           --          --            --         12,000         --          12,000
Net loss, year ended December 31, 1999 ...........           --          --            --           --        (16,548)      (16,548)
                                                       ----------  ----------    ----------   ----------   ----------    ----------

Balance at 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 4) ...........        404,200      87,050          --           --           --          87,050
July 2000, stock subject to rescission
    (Note 4) .....................................        (16,000)     (4,000)         --           --           --          (4,000)
Office space and administrative support
    contributed by an affiliate (Note 2) .........           --          --            --         10,467         --          10,467
Net loss, year ended December 31, 2000 ...........           --          --            --           --        (79,951)      (79,951)
                                                       ----------  ----------    ----------   ----------   ----------    ----------
</TABLE>


                 See accompanying notes to financial statements
                                       F-5

<PAGE>


<TABLE>

                                  EASYWEB, INC.
                          (A Development Stage Company)
                  Statement of Changes in Shareholders' Deficit
<CAPTION>
                                                                                                            Deficit    
                                                                                                           Accumulated 
                                                            Common Stock         Outstanding  Additional     During    
                                                       -----------------------     Stock       Paid-In     Development 
                                                         Shares      Amount       Options      Capital       Stage         Total
                                                       ----------  ----------    ----------   ----------   ----------    ----------
<S>                                                    <C>         <C>           <C>          <C>          <C>           <C>
                                                       
Balance at December 31, 2000 .....................      3,590,200      89,050          --         22,467      (97,999)       13,518

December 2001, stock issued to officer in
    exchange for debt ($.03/share) (Note 2) ......        150,000       4,500          --           --           --           4,500
December 2001, stock issued to director in
    exchange for services ($.03/share) (Note 2) ..        200,000       6,000          --           --           --           6,000
December 2001, stock options issued in
    exchange for services, valued at the fair
    value of the options ($.206/share) (Note 4) ..           --          --          20,600         --           --          20,600
Office space and administrative support
    contributed by an affiliate (Note 2) .........           --          --            --         13,984         --          13,984
Net loss, year ended December 31, 2001 ...........           --          --            --           --        (72,535)      (72,535)
                                                       ----------  ----------    ----------   ----------   ----------    ----------

Balance at December 31, 2001 .....................      3,940,200  $   99,550    $   20,600   $   36,451   $ (170,534)   $  (13,933)
                                                       ==========  ==========    ==========   ==========   ==========    ==========
</TABLE>



                 See accompanying notes to financial statements
                                       F-6

<PAGE>


<TABLE>
                                  EASYWEB, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
<CAPTION>
                                                                                 
                                                                                 September 24,
                                                                                    1998      
                                                          For the Years Ended     (Inception) 
                                                              December 31,          Through   
                                                         ----------------------   December 31,
                                                           2001          2000         2001
                                                         ---------    ---------    --------- 
<S>                                                      <C>          <C>          <C>       
Cash flows from operating activities:
    Net loss .........................................   $ (72,535)   $ (79,951)   $(170,534)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Depreciation and amortization ..............         750          672        1,439
          Equipment and intangible assets exchanged
            for services (Note 1) ....................        --            450          450
          Stock-based compensation (Note 4) ..........      26,600         --         26,600
          Office space and administrative support
            contributed by an affiliate (Note 2) .....      13,984       10,467       36,451
          Changes in operating assets and liabilities:
               Receivables and prepaid expenses ......      (1,465)        --         (1,465)
               Accounts payable, accrued expenses
                  and due to affiliate ...............       2,410       (4,422)       8,818
                                                         ---------    ---------    ---------
                     Net cash used in
                        operating activities .........     (30,256)     (72,784)     (98,241)
                                                         ---------    ---------    ---------

Cash flows from investing activities:
    Purchases of equipment ...........................        --           (400)        (400)
    Payments for intangible assets ...................        --         (2,250)      (2,458)
                                                         ---------    ---------    ---------
                     Net cash used in
                        investing activities .........        --         (2,650)      (2,858)
                                                         ---------    ---------    ---------

Cash flows from financing activities:
    Proceeds on advances from related parties (Note 2)       4,000         --         10,000
    Proceeds from the sale of common stock (Note 4) ..        --         97,050      101,550
    Proceeds from the sale of common stock subject
       to rescission (Note 4) ........................        --          4,000        4,000
    Payments for offering costs ......................        --           --        (14,000)
                                                         ---------    ---------    ---------
                     Net cash provided by
                        financing activities .........       4,000      101,050      101,550
                                                         ---------    ---------    ---------

                        Net change in cash ...........     (26,256)      25,616          451

Cash, beginning of period ............................      26,707        1,091         --   
                                                         ---------    ---------    ---------

Cash, end of period ..................................   $     451    $  26,707    $     451
                                                         =========    =========    =========

Supplemental disclosure of cash flow information:
    Income taxes .....................................   $    --      $    --      $    --   
                                                         =========    =========    =========
    Interest .........................................   $    --      $    --      $    --   
                                                         =========    =========    =========

Non-cash financing activities:
    Common stock issued in exchange for debt .........   $   4,500    $    --      $   6,000
                                                         =========    =========    =========
</TABLE>


                 See accompanying notes to financial statements
                                       F-7

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements


(1)  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,  2001,  the Company  has a working  capital  deficit and has
suffered significant operating losses since inception,  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.

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 Company had no cash  equivalents at
December 31, 2001.

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

Use of estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that affect  certain  reported  amounts of assets and  liabilities;
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements;  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Accordingly, actual results could differ from those estimates.

Equipment and depreciation

Equipment is stated at cost.  Equipment is depreciated over its estimated useful
life using the straight-line method. Depreciation expense totaled $-0-, $89, and
$89,  respectively,  for the years ended  December  31,  2001 and 2000,  and the
period from  September  24, 1998  (inception)  through  December 31,  2001.  The
Company had disposed of all equipment as of December 31, 2000. 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.

                                       F-8

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

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 $750, $531,
and $1,281,  respectively,  for the years ended  December 31, 2001 and 2000, and
the period from September 24, 1998 (inception) through December 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.

Loss per common share

The Company  accounts for loss per share under the  provisions  of SFAS No. 128,
"Earnings  Per Share".  Under SFAS No. 128,  net loss per  share-basic  excludes
dilution and is determined by dividing income  available to common  shareholders
by the weighted average number of common shares  outstanding  during the period.
Net loss per share-diluted  reflects the potential  dilution that could occur if
securities and other contracts to issue common stock were exercised or converted
into common stock.  Common stock options  outstanding  at December 31, 2001 were
not  included  in the  diluted  loss  per  share  as all  100,000  options  were
anti-dilutive.  Therefore,  basic and diluted  losses per share at December  31,
2001 were equal.

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.

                                       F-9

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

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.

Stock-based Compensation

The Company  accounts for  stock-based  compensation  arrangements in accordance
with SFAS No. 123,  "Accounting  for  Stock-Based  Compensation,"  which permits
entities to recognize as expense, over the vesting period, the fair value of all
stock-based  awards on the date of grant.  Alternatively,  SFAS No.  123  allows
entities to continue  to apply the  provisions  of  Accounting  Principle  Board
("APB") Opinion No. 25 and provide pro forma net earnings (loss) disclosures for
employee stock option grants as if the fair  value-based  method defined in SFAS
No. 123 had been  applied.  The  Company  has  elected to  continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No.  123.  The  Company  did not  report  pro forma  disclosures  in the
accompanying  financial  statements  as the Company  did not grant any  employee
stock options as of December 31, 2001.

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.

(2)  Related Party Transactions

Liabilities

At December 31, 2001, the Company owed an affiliate $383 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.  During the year ended
December 31, 2001, the officer and directors  advanced the Company an additional
$4,000 at the same terms.  In  December  2001,  the  Company  issued the officer
150,000  shares of its common stock in exchange for  advances  totaling  $4,500.
Following the stock issuance,  the Company owed the directors  $5,500,  which is
included in the  accompanying  financial  statements as  indebtedness to related
parties.

Common stock

On December 7, 2001,  the Company issued 200,000 shares of its common stock to a
director  in  exchange  for  services  provided  to  the  Company.  Because  the
transaction  was between related  parties,  no fair market value was assigned to
the  services.   The   transaction  was  valued  at  $.03  per  share  based  on
contemporaneous  common  stock sales to  unrelated  third  parties.  Stock-based
compensation of $6,000 is included in the accompanying financial statements.

                                      F-10

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements


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.

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.

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  totals 57.3 percent of the revenue  generated  by the Company  since
inception.

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 ($500-rent and $1,000-support)
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.

On September 1, 2000, the affiliate began  contributing  the office space to the
Company. The Company recorded $3,500 as rent expense with a corresponding credit
to  additional  paid-in  capital for the period from  September  1, 2000 through
March 31, 2001.

In April 2001,  the Company paid the  affiliate  $4,000 to rent the office space
from April 1, 2001 through  March 31, 2002.  As of December 31, 2001,  $3,000 of
the payment was expensed and $1,000 was  recorded as prepaid  rent.  Because the
fair value of the office space was determined at $500 per month,  and additional
$1,500 was charged to rent expense  with a  corresponding  credit to  additional
paid-in capital for the period from April 1, 2001 through December 31, 2001.

Rent expense  totaled $6,000,  $6,000,  and $16,000 for the years ended December
31, 2001 and 2000, and from September 24, 1998 (inception)  through December 31,
2001, respectively. Of the $16,000 incurred for rent expense, $5,333 was paid in
cash and $10,667 was contributed.

                                      F-11

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements


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 fair value 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 year ended December 31,
2001 totaled $1,016.

Administrative  support expense totaled  $12,000,  $12,000,  and $32,000 for the
years ended December 31, 2001 and 2000, and from September 24, 1998  (inception)
through   December  31,  2001,   respectively.   Of  the  $32,000  incurred  for
administrative  support  expense,  $6,216  was  paid in  cash  and  $25,784  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.

(3)  Income Taxes

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

                                                        Years Ended      
                                                        December 31,     
                                                     ------------------  
                                                      2001       2000     
                                                     -------   --------  
U.S. statutory federal rate ....................      16.05%     17.45%  
State income tax rate, net of federal benefit...       3.89%      3.92%  
Permanent differences ..........................      -3.85%     -1.44%  
Net operating loss for which no tax                                      
   benefit is currently available ..............     -16.09%    -19.93%  
                                                     -------   --------  
                                                       0.00%      0.00%  
                                                     =======   ========  

                                      F-12

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

                                                                 
At December 31, 2001, deferred taxes consisted of a net tax asset of $29,941 due
to operating loss carryforwards of $145,723, which was fully allowed for, in the
valuation allowance of $29,941. 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, 2001 and 2000 were $11,671
and $14,846,  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.

(4)  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, 2001.

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.

In December 2001, the Company  granted  options for 100,000 shares of its common
stock,  exercisable at $.25 per share to a non-employee for consulting  services
rendered to the Company.  The Company's  common stock had a fair market value of
approximately  $.03 per share based on  contemporaneous  common stock sales. The
options were fully vested on the grant date and expire on December 20, 2011. The
fair value of the  options as  determined  in  accordance  with SFAS No. 123 was
$20,600,  which charged to operations during 2001 with a corresponding credit to
equity  reported as  outstanding  stock  options in the  accompanying  financial
statements.

                                      F-13

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements


The fair value of the stock options  granted has been  estimated as of the grant
date  using  the  Black-Scholes   option-pricing  model.  The  weighted  average
assumption  of the  risk-free  interest rate used to determine the fair value of
the above options was three percent.  Because the Company's  common stock is not
publicly  traded,  the expected  volatility  was zero based on the minimum value
method.  The assumed  expected  dividend yield was zero and the expected life of
the options was two years.

The weighted  average exercise price and fair value of the options were $.25 and
$.206,  respectively.  There were no options  granted with exercise  prices less
than the fair  market  value of the  underlying  stock on the date of grant.  No
options were exercised,  forfeited,  or expired during 2001. The options granted
to purchase  100,000  shares of the Company's  common stock are the only options
granted since inception and all were outstanding and exercisable at December 31,
2001.

The  Black-Scholes  options  valuation model was developed for use in estimating
the fair value of traded  options,  which have no vesting  restrictions  and are
fully  transferable.  In addition,  option valuation models require the input of
highly  subjective  assumptions  including the expected stock price  volatility.
Because the Company's stock options have characteristics significantly different
from  those of traded  options,  and  because  changes in the  subjective  input
assumptions  can  materially  affect the fair value  estimate,  in  management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its stock options.

(5)  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  during the year ended  December 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 during
the years ended December 31, 2001 and 2000.

(6)  Subsequent Event

During  January  2002,  the Company sold 550,000  shares of its common stock for
$16,500,  or $.03 per share. Of the 550,000 shares sold, 50,000 shares were sold
to  officers of the Company  and  500,000  shares were sold to  unrelated  third
parties.

During  January  2002,  the Company  repaid the $5,500 of  advances  owed to the
directors as of December 31, 2001.

                                      F-14