UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended: March 31, 2002                 Commission File Number 0-32353
                   --------------                                        -------



                                  EASYWEB, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



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



6025 South Quebec Street, Suite 150, Englewood, Colorado              80111
--------------------------------------------------------            ---------
       (Address of principal executive offices)                     (Zip code)

                                 (720) 489-8873
                                 --------------
              (Registrant's telephone number, including area code)


             (Former name, former address and former fiscal year, if
                          changed since last report.)

Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common stock, no par value                           4,506,200
--------------------------           -------------------------------------------
          Class                      Number of shares outstanding at May 3, 2002

--------------------------------------------------------------------------------
                     This document is comprised of 10 pages.
--------------------------------------------------------------------------------


<PAGE>

FORM 10-QSB
1ST QUARTER

                                      INDEX

                                                                            Page
                                                                            ----

PART 1 - FINANCIAL INFORMATION


     Item 1.  Financial Statements

     Condensed balance sheet, March 31, 2002 (unaudited) ..................   3
     Condensed  statements of operations, three months ended March 31,
        2002 (unaudited) and 2001 (unaudited), and September 24, 1998
        (inception) through March 31, 2002 (unaudited) ....................   4
     Condensed statements of cash flows, three months ended March 31,
        2002 (unaudited) and 2001 (unaudited), and September 24, 1998
        (inception) through March 31, 2002 (unaudited) ....................   5
     Notes to unaudited condensed financial statements ....................   6


     Item 2.  Plan of Operation ...........................................   8

PART 2 - OTHER INFORMATION


     Item 1.  Legal Information ...........................................   9

     Item 2.  Changes in Securities .......................................   9

     Item 3.  Defaults Upon Senior Securities .............................   9

     Item 4.  Submission of Matters to a Vote of Security Holders .........   9

     Item 5.  Other Information ...........................................   9

     Item 6.  Exhibits and Reports on Form 8-K ............................   9

     Signatures ...........................................................  10


<PAGE>

Part 1.  Item 1.  Financial Information
-------           ---------------------


                                  EASYWEB, INC.
                          (A Development Stage Company)

                             Condensed Balance Sheet
                                   (Unaudited)

                                 March 31, 2002

                                     Assets

Cash ......................................................     $   5,316
Web site development costs, net ...........................           781
                                                                ---------
                                                              
                                                                $   6,097
                                                                =========
                                                              
Liabilities and Shareholders' Deficit                         
                                                              
Liabilities:                                                  
     Accounts payable and accrued liabilities .............     $   5,192
     Indebtedness to related parties (Note B) .............           344
                                                                ---------
                                          Total liabilities         5,536
                                                                ---------
                                                              
Common stock subject to rescission,                           
     16,000 shares (March 2000) (Note D) ..................         4,000
                                                                ---------
                                                              
Shareholders' deficit (Note D):                               
     Common stock .........................................       116,050
     Outstanding stock options ............................        20,600
     Additional paid-in capital ...........................        39,666
     Deficit accumulated during development stage .........      (179,755)
                                                                ---------
                                Total shareholders' deficit        (3,439)
                                                                ---------
                                                              
                                                                $   6,097
                                                                =========
                                                            
            See accompanying notes to condensed financial statements
                                        3

<PAGE>


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

                       Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>
                                                                                  September 24,
                                                                                      1998     
                                                          Three Months Ended       (Inception) 
                                                               March 31,             through   
                                                     --------------------------     March 31,  
                                                        2002           2001           2002
                                                     -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>        
Revenue:
     Commissions, related party ..................   $      --      $      --      $     4,000
     Commissions, other ..........................         1,610            340          4,587
                                                     -----------    -----------    -----------
                                     Total revenue         1,610            340          8,587
                                                     -----------    -----------    -----------

Operating expenses:
     Stock-based compensation ....................          --             --           26,600
     Rent (Note B) ...............................         1,000           --            6,333
     Contributed rent (Note B) ...................           500          1,500         11,167
     Administrative support (Note B) .............           285            292          6,501
     Contributed administrative support
         (Note B) ................................         2,715          2,708         28,499
     Salaries and payroll taxes ..................          --             --           20,729
     Professional fees ...........................         5,197          8,009         45,560
     Web site consulting and maintenance .........           250            216         13,009
     Information technology agreement ............          --             --            8,269
     Advertising .................................          --             --           12,034
     Depreciation and amortization ...............           188            188          1,627
     Other .......................................           696            788          8,014
                                                     -----------    -----------    -----------
                          Total operating expenses       (10,831)       (13,701)      (188,342)
                                                     -----------    -----------    -----------
                                    Operating loss        (9,221)       (13,361)      (179,755)

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

                                          Net Loss   $    (9,221)   $   (13,361)   $  (179,755)
                                                     ===========    ===========    ===========


Basic and diluted loss per common share ..........   $     (0.00)   $     (0.00)
                                                     ===========    ===========
Basic and diluted weighted average
     common shares outstanding ...................     4,429,095      3,590,200
                                                     ===========    ===========
</TABLE>


            See accompanying notes to condensed financial statements
                                        4


<PAGE>


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

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                                            September 24,
                                                                                                1998     
                                                                      Three Months Ended     (Inception) 
                                                                           March 31,           through   
                                                                    ----------------------    March 31,  
                                                                      2002         2001         2002
                                                                    ---------    ---------    ---------
<S>                                                                 <C>          <C>          <C>       
Net cash (used in) operating activities .........................   $  (6,135)   $ (10,256)   $(104,376)
                                                                    ---------    ---------    ---------

Cash flows from investing activities:
     Equipment purchase .........................................        --           --           (400)
     Payments for intangible assets .............................        --           --         (2,458)
                                                                    ---------    ---------    ---------
                          Net cash (used in) investing activities        --           --         (2,858)
                                                                    ---------    ---------    ---------

Cash flows from financing activities:
     Proceeds on advances from related parties ..................        --           --         10,000
     Repayment of advances from related parties .................      (5,500)        --         (5,500)
     Proceeds from the sale of common stock .....................      16,500         --        118,050
     Proceeds from the sale of common stock subject
        to rescission ...........................................        --           --          4,000
     Payments for offering costs ................................        --           --        (14,000)
                                                                    ---------    ---------    ---------
                        Net cash provided by financing activities      11,000         --        112,550
                                                                    ---------    ---------    ---------

Net change in cash ..............................................       4,865      (10,256)       5,316
Cash, beginning of period .......................................         451       26,707         --
                                                                    ---------    ---------    ---------
                                              Cash, end of period   $   5,316    $  16,451    $   5,316
                                                                    =========    =========    =========

Supplemental  disclosure of cash flow  information:
     Cash paid during the period for:
        Interest ................................................   $    --      $    --      $    --
                                                                    =========    =========    =========
        Income taxes ............................................   $    --      $    --      $    --
                                                                    =========    =========    =========

     Non-cash financing activity:
        Stock issued for satisfaction of debt ...................   $    --      $    --      $   6,000
                                                                    =========    =========    =========
</TABLE>


            See accompanying notes to condensed financial statements
                                        5


<PAGE>

                                 EASYWEB, INC.
                          (A Development Stage Company)

                Notes to Unaudited Condensed Financial Statements

Note A: Basis of presentation

The financial  statements  presented herein have been prepared by the Company in
accordance  with the  accounting  policies in its Form 10-KSB dated December 31,
2001, and should be read in conjunction with the notes thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

The  Company  is in the  development  stage in  accordance  with  Statements  of
Financial  Accounting  Standards  (SFAS)  No. 7  "Accounting  and  Reporting  by
Development  Stage  Enterprises".  As of March 31, 2002, the Company has devoted
substantially  all of its efforts to  financial  planning,  raising  capital and
developing markets.

Financial data presented herein are unaudited.

Note B: Related party transactions

Prepaid rent
------------
The Company paid an affiliate  $4,000 during April 2001 to rent office space for
the period from April 1, 2001 through March 31, 2002. As of March 31, 2002,  all
$4,000 was expensed as rent expense  including $1,000 for the three months ended
March 31, 2002 in the accompanying condensed unaudited financial statements. The
Company's  management has estimated the fair market value of the office space at
$500 per month.  Therefore,  an additional  $500 was expensed as rent during the
three months  ended March 31,  2002,  with an  offsetting  credit to  additional
paid-in capital.

Indebtedness to related parties
-------------------------------
The Company  incurred  $285 in expenses to an affiliate  during the three months
ended  March 31, 2002 for  administrative  services  performed  on behalf of the
Company.  The Company's  management has estimated the fair value of the services
at $1,000 per month. Therefore, an additional $2,715 was expensed as contributed
administrative  support  during the three months  ended March 31, 2002,  with an
offsetting credit to additional paid-in capital.  The Company owed the affiliate
$344 for the administrative expenses at March 31, 2002, which is included in the
accompanying condensed balance sheet as due to affiliate. The Company repaid the
affiliate in April 2002.

In January 2002,  the Company repaid two directors a total of $5,500 for working
capital advances received in prior periods.

Note C: Income taxes

The  Company  records  its  income  taxes  in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes".  The Company incurred net operating losses during
the three months ended March 31, 2002  resulting in a deferred tax asset,  which
was fully allowed for;  therefore,  the net benefit and expense resulted in $-0-
income taxes.

                                        6

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                Notes to Unaudited Condensed Financial Statements

Note D: Shareholder's deficit

Following is a schedule of changes in shareholders' deficit for the three months
ended March 31, 2002:

<TABLE>
<CAPTION>
                                                                                            Deficit
                                                                                           Accumulated
                                                                 Outstanding   Additional    During
                                      Common Stock                 Stock        Paid-In    Development
                                        Shares         Amount      Options      Capital      Stage         Total
                                       ---------     ---------    ---------    ---------    ---------    ---------
<S>                                    <C>           <C>          <C>          <C>          <C>          <C>       
Balance, January 1, 2002 ...........   3,940,200     $  99,550    $  20,600    $  36,451    $(170,534)   $ (13,933)
January 2002, sale of                                                                     
    common stock at $.03                                                                  
    per share ......................     500,000        15,000         --           --           --         15,000
January 2002, sale of common                                                              
    stock to officers at $.03                                                             
    per share ......................      50,000         1,500         --           --           --          1,500
Office space and administrative                                                           
    support contributed by an                                                             
    affiliate ......................        --            --           --          3,215         --          3,215
Net loss for the three months                                                             
    ended March 31, 2002 ...........        --            --           --           --         (9,221)      (9,221)
                                       ---------     ---------    ---------    ---------    ---------    ---------
             Balance, March 31, 2002   4,490,200     $ 116,050    $  20,600    $  39,666    $(179,755)   $  (3,439)
                                       =========     =========    =========    =========    =========    =========
</TABLE>

                                                                          
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.

Rescission offer

On July 5, 2000, the Company notified the State of Arizona that it had collected
proceeds  from a  common  stock  offering  prior  to  meeting  all Blue Sky laws
required by that  State.  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. To remedy this situation, the Company undertook a voluntary rescission
offering  pursuant to R14-4-101 of the  Regulations  of the Arizona  Corporation
Commission,  Title 14, Chapter 4, as amended,  which was approved by the Arizona
Corporation  Commission,  Securities  Division on April 10, 2002. The Rescission
Offer was  subsequently  submitted  to the Arizona  investors,  all of whom have
declined to rescind their shares.

                                        7


<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

Part I.  Item 2.  Plan of operation
-------           -----------------

PLAN OF OPERATION
-----------------
The Company plans to continue to design,  market,  sell and maintain  customized
and turnkey web sites on the Internet that are hosted by third parties. To date,
revenues from these services have been minimal.  The Company intends to generate
increased  revenue  through the  expenditure of additional  funds for marketing,
advertising and promotion.  The Company believes that the revenue generated from
operations may not be sufficient to finance future activities and that it may be
necessary to raise  additional funds through equity and/or debt financing in the
next twelve  months.  There is no  assurance  that the  Company  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,
the Company  expects its  opportunities  in the design,  marketing,  and sale of
Internet web sites to be limited.

Furthermore,  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 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.

The Company does not intend to hire any additional  employees in the foreseeable
future.  The Company  does not intend to make  significant  equipment  purchases
within the next twelve months.

Special note regarding forward-looking statements
-------------------------------------------------

This report contains  forward-looking  statements  within the meaning of federal
securities   laws.   These   statements  plan  for  or  anticipate  the  future.
Forward-looking  statements  include  statements about our future business plans
and strategies,  statements about our need for working capital, future revenues,
results of  operations  and most other  statements  that are not  historical  in
nature. In this Report,  forward-looking  statements are generally identified by
the words  "intend",  "plan",  "believe",  "expect",  "estimate",  and the like.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise  required by applicable  securities  statues 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. Because forward-looking statements involve future risks and
uncertainties,  these are  factors  that could  cause  actual  results to differ
materially from those expressed or implied.

                                        8

<PAGE>

Part 2.  Other Information
-------  -----------------

                                  EASYWEB, INC.
                          (A Development Stage Company)


Item 1 -  Legal Information.

               No response required.


Item 2 - Changes in Securities.

               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.  The
               shares were sold to seven persons  pursuant to the exemption from
               the registration  requirements of the Securities  Exchange Act of
               1933 (the "Act"), as amended, provided by Section 4(2) of the Act
               for transactions by an issuer not involving any public offering.


Item 3 -  Defaults Upon Senior Securities.

               No response required.


Item 4 - Submission of Matters to a Vote of Security Holders.

               No response required.


Item 5 -  Other Information.

               No response required.


Item 6 - Exhibits and Reports on Form 8-K.

               There were no reports on Form 8-K.

                                        9

<PAGE>


SIGNATURES


The  financial   information  furnished  herein  has  not  been  audited  by  an
independent accountant;  however, in the opinion of management,  all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months ended March 31, 2002 have been
included.

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.







                                           EASYWEB, INC.
                                           (Registrant)


DATE:    May 3, 2002                       BY: /s/ David C. Olson
         -----------                           ---------------------
                                               David C. Olson
                                               President

                                       10