U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 For the fiscal year ended: December 31, 2002
                                     -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

    For the transition period from: ___________________ to _____________________

                         Commission File Number: 0-32353
                                                 -------

                                  EASYWEB, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


           COLORADO                                     84-1475642
---------------------------------           ------------------------------------
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)


<PAGE>



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 to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:  $2,570

As of December 31, 2002:  (a)  4,506,200  common  shares,  no par value,  of the
registrant were outstanding;  (b) approximately  904,200 common shares were held
by non-affiliates;  and (c) the aggregate market value of the common shares held
by non-affiliates  was $27,126 based on the price at which the common equity was
most recently sold in January 2002.


<PAGE>

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

                         (ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDING DURING THE PAST FIVE YEARS)

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.    Yes       No
                                                    ---      ---

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date.  4,706,200 common shares issued and
outstanding as of March 31, 2003

Transitional Small Business Disclosure Format:    Yes      No  X
                                                     ---      ---
                                        2

<PAGE>

                                 EASYWEB, INC.

                             INDEX TO ANNUAL REPORT
                                 ON FORM 10-KSB
                                                                            Page
                                                                            ----


PART I


         Item 1.  DESCRIPTION OF BUSINESS..................................   4


         Item 2.  DESCRIPTION OF PROPERTY..................................  12


         Item 3.  LEGAL PROCEEDINGS........................................  12


         Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......  13


PART II


         Item 5.  MARKET FOR COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS......................................  13


         Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                  PLAN OF OPERATION .......................................  13


         Item 7.  FINANCIAL STATEMENTS.....................................  17


         Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE......................  17


PART III


         Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                  ACT......................................................  17


         Item 10. EXECUTIVE COMPENSATION...................................  19


         Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT AND RELATED STOCKHOLDER MATTERS...............  21


         Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........  23


         Item 13. EXHIBITS AND REPORTS ON FORM 8-K.........................  24


         Item 14. CONTROLS AND PROCEDURES..................................

SIGNATURES ................................................................  26

                                        3

<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
$9,547 from the design,  sale and  maintenance  of Internet sites and incurred a
loss from  operations  of  $(210,475)  for the  period  from  inception  through
December 31, 2002.

                                        4

<PAGE>

     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
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  37.9%-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
percent  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 Cinapsys,
Inc.  ("Cinapsys"),  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 Cinapsys, 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 will
typically  be 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.

                                        5

<PAGE>

     The template, turnkey web site models that we offer were initially designed
and developed by EasyWeb.  Alterations to the original designs are the result of
research  and  development  by Mr.  Olson  and Mr.  Mark  Moline,  President  of
Cinapsys,  to make them  compatible  with  EasyWeb's  business  plan.  The three
customized  web sites that we have sold to date have been designed and developed
by  Mr.  Olson,  with  technical  assistance  in  their  implementation   and/or
maintenance  provided by third party consultants.  In the past, Sunstar 2000 and
Mr.  Richard  Bagdonis  had  served as a third  party  provider  of  design  and
development  services for one custom site and technical assistance for all three
custom sites.  However,  commencing in approximately the second quarter of 2002,
we began  using  Cinapsys  as our third  party  provider.  The web sites that we
design and maintain for customers are hosted by Cinapsys.  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 Sunstar 2000 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 the president of Sunstar 2000 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  current  agreement  with  Cinapsys  is  verbal  and  non-exclusive  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. Generally,
however,  Cinapsys  charges  EasyWeb and others for template web sites and basic
services in accordance with its standard fees. See "Products and Services" below
for a description of the template, turnkey web site models and hosting and other
services that Cinapsys provides us.

     For the use of the web site  models,  we pay  Cinapsys 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  Cinapsys'  standard  fees. If we utilize
other services,  such as custom design and technical  maintenance  services,  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 Cinapsys  for the
hosting of its web site.

     We currently market our design and maintenance  services for customized and
template, turnkey sites, only by word of mouth due to limited capital resources.
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 sold only one turnkey,  template web site as
a result of the arrangement. This arrangement was terminated during 2002.

     As of December 31,  2002,  we had sold less than ten web sites and realized
$9,547 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 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  five-year  period  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 ran infomercials from time-to-time on national television  advertising
its dietary supplements with limited success. We 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 also agreed to train Euthenics  International
employees  on the MOM system by hiring and  compensating  a mutually  acceptable
expert consultant.

                                        6

<PAGE>

     During  2002,   Euthenics  filed  for  bankruptcy  and  the  agreement  was
terminated.   We  received  no  revenues  under  the  agreement  with  Euthenics
International.

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

     Approximately  seventy-eight  percent (78%) 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.

     Products and Services
     ---------------------

Custom Web Sites

     In prior years, a significant  number of businesses  have retained web site
vendor service companies like us to create and maintain  customized web sites to
advertise their  business,  products  and/or  services.  Although the market has
softened,  the  web  site  design,  hosting  and  maintenance  business  remains
sizeable.  The reasons for selecting a customized site vary greatly, but include
the enhanced  customer impact  anticipated  from a custom web site and the extra
features that are not available in a template  site.  The custom sites we design
are  usually  from one to twelve  pages in length and  include  all of the basic
features,  such as identifying  information,  business logo,  photographs and/or
graphics  submitted  by the  customer  and  text,  included  in the  design of a
template web site. The additional  features  available with each  customized web
site include,  among others,  streaming  audio and video,  flash movies,  custom
graphic  design,  complete  design  control and framed web sites.  We also offer
services  relating to web site promotion,  marketing and e-commerce,  including,
among others,  promotional and advertising  packages,  shopping cart technology,
e-commerce merchant accounts and payment gateways and e-commerce solutions.

     The Company is currently  in a dispute  with the  president of Sunstar 2000
whom the Company was heavily  dependent upon for certain  previous  business and
technical  development.  While engaged by the Company,  the president of Sunstar
2000  developed  proprietary  information  that was essential for the Company to
perform  certain  aspects  of its  business.  The  Company  believes  that  this
proprietary  information  has been paid for and is the  property of the Company.
The Company is  currently  exploring  its options as to the approach it plans to
take with the consultant to retrieve this proprietary information.

     Mr. David C. Olson, our President/Treasurer,  and a related party supplier,
Wilbanks Design ("Wilbanks"),  currently 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 since inception.  In each case, we
negotiated  compensation  arrangements with the customer and revenue  allocation
arrangements  with our  previous  third  party  suppliers.  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 provided 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. We have paid Mr. Bagdonis a total of $338 for

                                        7

<PAGE>

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. (now called Cinapsys) 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 Cinapsys 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 Wilbanks and Cinapsys will continue to remain
flexible  in its  revenue  allocation  arrangements  with us for this and future
sites.  However,  if we are unable to negotiate  acceptable  arrangements on any
project,  we will retain other independent  contractors to perform the requisite
services.  There is no  prescribed  formula  based upon which we  determine  the
fee(s)  payable  to  Cinapsys  or  Wilbanks  on any  particular  custom web site
development project.

Template, Turnkey Web Sites

     Cinapsys  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 EasyWeb's models at a much lower cost than the cost of a customized site. The
web sites are hosted by  Cinapsys 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 $60
is received by EasyWeb  and $40 is  received by  Cinapsys.  This may change on a
case-to-case basis, depending on the complexity of the website.

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

     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.

                                        8

<PAGE>

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

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

Hosting Services

     Cinapsys,  primarily,  and other third party providers will provide hosting
services  for our  customers.  Cinapsys  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.  For  customers  that use
Cinapsys  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.  Cinapsys' 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.  These fees may  increase  or decrease on a
case-to-case basis.

     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 Cinapsys unless they are competitive. However, because we obtain template
web  sites  that we offer  from  Cinpasys,  we are in  direct  competition  with
Cinapsys in the  marketing  and sale of these  products and  services.  Cinapsys
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,  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

                                        9

<PAGE>

expect to face strong competition from both well-established companies and small
independent  companies  like  us.  In  addition,  in  the  future,  AT&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 used to market our products and services online, primarily, from our web
site located at  www.easywebcorp.com.  In addition, we have employed advertising
on the radio on KTLK's "Business for Breakfast" and "Hard Core Sports" programs.
Currently, we only market by word-of-mouth due to limited capital resources. Mr.
David C.  Olson,  the  President,  the  Treasurer,  a director  and a  principal
shareholder of EasyWeb,  contacts potential customers 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 will enable
us to develop a customer base. If our marketing  plan 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.  However,  during 2002 we terminated our relationship  with
Mr.  Romero and  Sunstar  2000 and are  currently  working  with Mark  Moline of
Cinapsys.

     Currently  there are no  agreements  between  Mr.  Olson and Mr.  Moline or
EasyWeb and Cinapsys  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.  Moline as a result
of their joint efforts would be shared between  EasyWeb and Cinapsys  equitably.
However,  because we have no formal  agreement with Cinapsys or Mr. Moline,  any
dispute  between Mr. Olson and Mr. Moline or EasyWeb and Cinapsys  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,  none of the third party suppliers have received any cash compensation
for these  services,  on December 20,  2001,  we issued  100,000  options to Mr.

                                       10

<PAGE>

Romero to purchase  shares of our common stock at an exercise  price of $.25 per
share in  consideration  for the various  services he provided to EasyWeb during
2001. Accordingly,  we have spent no cash on research and development activities
during the period from  inception on September  24, 1998,  through  December 31,
2002.  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
Moline 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, 2002. 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 percent 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 $13,509 through December
31,  2002,  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 to Mr. Olson and Ms. Petrinsky
during January 2002.

     (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
     ---------------------------

                                       11

<PAGE>

     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
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 $960 and $1,016 for bookkeeping and other administrative
services for the years ended December 31, 2002 and 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, 2002, Summit had
contributed  office  space  and  administrative  support  totaling  $15,667  and
$36,824, 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
directors or officers 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, 2002,
was approximately 59.

     (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.

                                       13

<PAGE>

     (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  $9,547 in revenue  and a net loss from  operations  of
$(210,475) through December 31, 2002.

     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 sold only one turnkey,
template web site to date as a result of the  arrangement,  which was terminated
in 2002.  We also  expected  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.  However,  this  arrangement
was terminated following Euthenics' bankruptcy in 2002, with EasyWeb recognizing
no revenues from the agreement.

     Additionally, we intend to generate increased revenue in the future through
the  expenditure  of 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  $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

                                       14

<PAGE>

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 raising
additional working capital and, subsequently,  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 Cinapsys or Wilbanks, 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 with cash infusions from officers and investors,  if
we do not increase our marketing, advertising or promotional activities. This is
because we have no salaried employees 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 previous  advertising efforts have been disappointing,  Mr. Olson
intends to renew his sales  efforts.  During  January  2002,  we raised  $16,500
through the sale of 550,000 shares of our common stock ($.03 per share),  and in
March 2003 we sold 200,000  shares of common stock for $10,000 ($.05 per share).
These stock sales have been our only  fund-raising  efforts 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.

     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, 2002, Versus Year Ended December 31, 2001:

     Total revenue was $2,570 for the year ended  December 31, 2002, as compared
to total revenue of $1,726 for the year ended December 31, 2001.

                                       15

<PAGE>

     We  incurred a net loss of  $(39,941)  during the year ended  December  31,
2002, as compared to a net loss of $(72,535)  during the year ended December 31,
2001,  because of the factors  described  below.  Operating  expenses  decreased
approximately 43 percent,  from $74,261 for the year ended December 31, 2001, to
$42,511 for the year ended December 31, 2002. We experienced  sizeable decreases
in stock-based compensation and professional fees due to our reduced operations.
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.

     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 percent,  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.  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.

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

     As of December 31, 2002,  we had total assets of $501  consisting of $15 in
cash and $486 in net  intangible  assets.  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, 2002 and 2001, we had total  liabilities  of $17,835 and
$12,818,  respectively.  Our  total  shareholders'  deficit  was  $(17,334)  and
$(13,933), as of December 31, 2002, and 2001, 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, 2002, we
have been  funded  through  the sale of common  stock for gross  proceeds in the
amount of $101,550 and proceeds of $16,500 through the sale of 550,000 shares of
our  common  stock  ($.03  per  share)  during  January  2002.  However,  we are
experiencing  working  capital  shortages  and are dependent  upon  successfully
obtaining additional capital in the future.  Currently Summit, an affiliate,  is
paying administrative  expenses on behalf of the Company so that the Company can
maintain operations; however, Summit could stop making payments on behalf of the
Company at any time.  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 and working capital deficit raise a substantial doubt about our
ability to continue as a going  concern.  Our future  success  will be dependent
upon our ability to raise  additional  working capital and increase sales of our
Internet products and services. There is no assurance that we will be successful
in raising  additional  working  capital  or  increasing  sales of our  Internet
products and services.

                                       16

<PAGE>

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

     Net cash used in  operating  activities  was  $(11,770)  for the year ended
December 31, 2002,  because of the net loss of $(39,941),  offset primarily,  by
the  value  of  office  space  and  administrative  support  contributed  by  an
affiliated company ($16,040) and increase in liabilities ($9,867). Net cash used
in operating  activities  was  $(30,256)  for the year ended  December 31, 2001,
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).

     For the years ended  December 31, 2002 and 2001, net cash used in investing
activities  totaled  $(316)  and  $-0-,  respectively.  Cash was used in 2002 to
acquire computer  software ($316).  During the years ended December 31, 2002 and
2001,  net cash  provided by financing  activities  totaled  $11,650 and $4,000,
respectively. Cash proceeds in 2002 consisted of common stock sales ($16,500), a
working  capital  loan from an officer  ($650) and the  repayment  of prior year
related party loans ($5,500);  and proceeds in 2001 consisted of working capital
advances from related parties ($4,000).

     Cash  decreased by $436,  from $451 at December 31, 2001 to $15 at December
31, 2002,  because of the  above-described  factors.  Cash decreased by $26,256,
from $26,707 at December  31, 2000 to $451 at December 31, 2001,  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-14 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.

                                       17

<PAGE>

                                  EASYWEB, INC.
                          (A Development Stage Company)

                          Audited Financial Statements
                        for Year Ended December 31, 2002




<PAGE>


                                 EASYWEB, INC.
                         (A Development Stage Company)
                       Index to Financial Statements
                                                                          Page
                                                                          ----

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

Balance Sheet at December 31, 2002 .....................................   F-3

Statements of Operations for the years ended December 31, 2002
     and 2001, and from September 24, 1998 (inception) through
     December 31, 2002 .................................................   F-4

Statement of Changes in Shareholders' Deficit for the period from
     September 24, 1998 (inception) through December 31, 2002 ..........   F-5

Statements of Cash Flows for the years ended  December 31, 2002
     and 2001, and from September 24, 1998 (inception) through
     December 31, 2002 .................................................   F-7

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

                                       F-1

<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,  2002,  and  the  related  statements  of
operations,  shareholders'  deficit and cash flows for the years ended  December
31, 2002 and 2001,  and the period from September 24, 1998  (inception)  through
December 31, 2002.  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 of  America.  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,  2002,  and the results of its  operations  and its cash flows for the years
ended  December  31, 2002 and 2001,  and from  September  24,  1998  (inception)
through  December 31, 2002 in conformity  with accounting  principles  generally
accepted in the United States of America.

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, 2002 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
April 3, 2003


                                       F-2

<PAGE>

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


                                December 31, 2002

                                     Assets

Current Assets:
    Cash .....................................................   $      15
                                                                 ---------
                  Total current assets .......................          15

Intangible assets, net of accumulated
    amortization of $2,080 (Note 1) ..........................         486
                                                                 ---------

                                                                 $     501
                                                                 =========

                      Liabilities and Shareholders' Deficit
Current Liabilities:
    Accounts payable and accrued liabilities .................   $   8,891
    Due to affiliate (Note 2) ................................       8,294
    Due to officer (Note 2) ..................................         650
                                                                 ---------
                  Total current liabilities ..................      17,835
                                                                 ---------

Shareholders' deficit (Notes 2 and 4):
    Common stock, no par value;  30,000,000 shares authorized,
       4,506,200 shares issued and outstanding ...............     120,050
    Stock options outstanding - 100,000 ......................      20,600
    Additional paid-in capital ...............................      52,491
    Deficit accumulated during development stage .............    (210,475)
                                                                 ---------

                  Total shareholders' deficit ................     (17,334)
                                                                 ---------

                                                                 $     501
                                                                 =========

                 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,
                                                     2002           2001            2002
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>
Revenue:
    Commissions, related party (Note 2) .......   $      --      $      --      $     4,000
    Commissions, other ........................         2,570          1,726          5,547
                                                  -----------    -----------    -----------
                   Total revenue ..............         2,570          1,726          9,547
                                                  -----------    -----------    -----------

Operating expenses:
    Stock-based compensation (Notes 2 and 4):
       Consulting services ....................          --           20,600         20,600
       Director services ......................          --            6,000          6,000
    Rent ......................................         1,000          3,000          6,333
    Contributed rent (Note 2) .................         5,000          3,000         15,667
    Administrative support ....................           960          1,016          7,176
    Contributed administrative support (Note 2)        11,040         10,984         36,824
    Salaries and payroll taxes ................          --             --           20,729
    Professional fees .........................        16,136         23,174         56,499
    Web site consulting and maintenance .......           660          2,624         13,419
    Information technology agreement (Note 5) .          --             --            8,269
    Advertising ...............................          --              120         12,034
    Depreciation and amortization .............           799            750          2,238
    Other .....................................         6,916          2,993         14,234
                                                  -----------    -----------    -----------
                   Total operating expenses ...        42,511         74,261        220,022
                                                  -----------    -----------    -----------

                   Loss before income taxes ...       (39,941)       (72,535)      (210,475)

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

                   Net loss ...................   $   (39,941)   $   (72,535)   $  (210,475)
                                                  ===========    ===========    ===========

Basic and diluted loss per share ..............   $     (0.01)   $     (0.02)
                                                  ===========    ===========

Basic and diluted weighted average
    common shares outstanding .................     4,499,431      3,611,969
                                                  ===========    ===========
</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
                                                  ----------    ----------    ----------   ----------   ----------    ----------
Balance at
<S>                                               <C>           <C>           <C>          <C>          <C>           <C>
    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>



<PAGE>

                 See accompanying notes to financial statements

                                       F-5


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

                                    Continued
<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)

January 2002, sale of common stock
    ($.03/share) (Note 4) .....................      500,000        15,000          --           --           --          15,000
January 2002, sale of common stock to
    officers ($.03/share) (Note 2) ............       50,000         1,500          --           --           --           1,500
April 2002, closing of Arizona rescission
    offer (Note 4) ............................       16,000         4,000          --           --           --           4,000
Office space and administrative support
    contributed by an affiliate (Note 2) ......         --            --            --         16,040         --          16,040
Net loss, year ended December 31, 2002 ........         --            --            --           --        (39,941)      (39,941)
                                                  ----------    ----------    ----------   ----------   ----------    ----------

Balance at December 31, 2002 ..................    4,506,200    $  120,050    $   20,600   $   52,491   $ (210,475)   $  (17,334)
                                                  ==========    ==========    ==========   ==========   ==========    ==========
</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
                                                                                  (Inception)
                                                          For the Years Ended      Through
                                                              December 31,        December 31,
                                                         ----------------------
                                                           2002         2001         2002
                                                         ---------    ---------    ---------
<S>                                                      <C>          <C>          <C>
Cash flows from operating activities:
    Net loss .........................................   $ (39,941)   $ (72,535)   $(210,475)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Depreciation and amortization ..............         799          750        2,238
          Equipment and intangible assets exchanged
            for services (Note 1) ....................        --           --            450
          Stock-based compensation ...................        --         26,600       26,600
          Office space and administrative support
            contributed by an affiliate (Note 2) .....      16,040       13,984       52,491
          Changes in operating assets and liabilities:
               Receivables and prepaid expenses ......       1,465       (1,465)        --
               Accounts payable, accrued expenses
                  and due to affiliate ...............       9,867        2,410       18,685
                                                         ---------    ---------    ---------
                     Net cash used in
                        operating activities .........     (11,770)     (30,256)    (110,011)
                                                         ---------    ---------    ---------

Cash flows from investing activities:
    Purchases of equipment ...........................        --           --           (400)
    Payments for intangible assets ...................        (316)        --         (2,774)
                                                         ---------    ---------    ---------
                     Net cash used in
                        investing activities .........        (316)        --         (3,174)
                                                         ---------    ---------    ---------

Cash flows from financing activities:
    Proceeds on loans from related parties ...........         650        4,000       10,650
    Repayment of related party loans .................      (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 .........      11,650        4,000      113,200
                                                         ---------    ---------    ---------

                        Net change in cash ...........        (436)     (26,256)          15

Cash, beginning of period ............................         451       26,707         --
                                                         ---------    ---------    ---------

Cash, end of period ..................................   $      15    $     451    $      15
                                                         =========    =========    =========

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 third  party
consultants.  The Company has entered verbal agreements with Cinapsys,  Inc. and
Wilbanks  Designs,  a  related  party,  whereby  the  Company  receives  a sales
commission  for all custom and templated web sites and web site products sold by
the  Company.  The Company has not  conducted  any  transactions  with  Wilbanks
Design, a related party, as of December 31, 2002.

As of December  31,  2002,  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.  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, 2002.

The  carrying  amounts  of  cash,   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.

Intangible assets and amortization

The  Company's  intangible  assets  consist of  computer  software  and web site
development costs. 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.

                                       F-8

<PAGE>

Amortization expense totaled $799, $750, and $2,080, respectively, for the years
ended  December  31,  2002 and 2001,  and the period  from  September  24,  1998
(inception) through December 31, 2002. In addition,  the Company has adopted the
Emerging  Issues Task Force Issue No. 00-2 ("EITF  00-2"),  "Accounting  for Web
Site Development  Costs". 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 carrying  value of its  long-lived  assets under the
provisions  of SFAS No.  144,  "Accounting  for the  Impairment  or  Disposal of
Long-Lived Assets".  Statement No. 144 requires impairment losses to be recorded
on long-lived  assets used in  operations  when  indicators  of  impairment  are
present and the  undiscounted  future cash flows  estimated  to be  generated by
those  assets are less than the  assets'  carrying  amount.  If such  assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying value or fair value,  less
costs to sell.

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, 2002 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,
2002 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.

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.

                                       F-9

<PAGE>

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

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, 2002.

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, 2002, the Company owed an affiliate $8,294 for professional fees
and other  administrative  expenses paid on behalf of the Company. The $8,294 is
included in the accompanying financial statements as Due to Affiliate.

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
were unsecured, carried no interest rate and were 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 was repaid in January 2002.

In April 2002, the officer loaned the Company $650 for working capital. The loan
carries no  interest  rate and is due on  demand.  The $650 is  included  in the
accompanying financial statements as Due to Officer.

Common stock

During  January  2002,  the Company  sold 50,000  shares of its common  stock to
officers of the Company for $1,500, or $.03 per share.

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 41.9 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).  Following is a schedule  showing the  allocation  between rent
payments and contributed rent from inception through December 31, 2002:

                                                 Rent    Contributed
                     Period                    Payments      Rent       Total
         ------------------------------       ---------   ---------   ---------
         Inception to December 31, 1999       $   --      $ 4,000     $ 4,000
          Year ended December 31, 2000          2,333       3,667       6,000
          Year ended December 31, 2001          3,000       3,000       6,000
          Year ended December 31, 2002          1,000       5,000       6,000
                                              --------    ---------   ---------
                                              $ 6,333     $15,667     $ 22,000
                                              ========    =========   =========


Following is a schedule showing the allocation  between  administrative  service
payments and contributed administrative services from inception through December
31, 2002:

                                              Service    Contributed
                  Period                      Payments     Services      Total
          Inception to December 31, 1999      $   --       $ 8,000     $ 8,000
          Year ended December 31, 2000          5,200        6,800      12,000
          Year ended December 31, 2001          1,016       10,984      12,000
          Year ended December 31, 2002            960       11,040      12,000
                                              ---------   ---------   ----------
                                              $ 7,176      $36,824    $ 44,000
                                              =========   =========   ==========


                                      F-11

<PAGE>

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

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,
                                                         -------------------
                                                            2002      2001
                                                         --------    -------

U.S.  statutory federal rate                               15.00%     16.05%
State income tax rate, net of federal benefit               3.94%     3.89%
Permanent  differences                                     -7.60%     -3.85%
Net operating loss for which no tax
   benefit is currently available                         -11.34%    -16.09%
                                                         --------    -------
                                                           0.00%       0.00%
                                                         ========    =======

At December 31, 2002, deferred taxes consisted of a net tax asset of $34,467 due
to operating loss carryforwards of $169,624, which was fully allowed for, in the
valuation allowance of $34,467. 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, 2002 and 2001 were $4,526
and $11,671,  respectively. Net operating loss carryforwards will expire through
2022.

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

Sale of common stock

During  January  2002,  the Company sold  500,000  shares of its common stock to
unrelated third parties for $15,000, or $.03 per share.

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.

                                      F-12

<PAGE>

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 declined
to rescind their shares.

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.

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,
2002.

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.

                                      F-13

<PAGE>

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

(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,  2000.  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. The Company has not recognized any revenue under the
agreement through December 31, 2002.

                                      F-14

<PAGE>



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

     There have been no  disagreements  between the Company and its  independent
accountants  on any  matter of  accounting  principles  or  financial  statement
disclosure.


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:

     David C.  Olson         42              President, Treasurer, Director

     Thomas M. Vickers       64              Director

     Barbara Petrinski       60              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.

                                       18

<PAGE>

     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
Montessori  Mid-America  and from September 1996 to July 1998, she served as the
Director of the Montessori School at the Denver Technological Center.

     Section 16(a) Beneficial Reporting Compliance
     ---------------------------------------------

     To the best of the  knowledge  of the  Company,  based on reports  received
pursuant  to rule  16a-3(e) of the 1934 Act,  all  reports  required to be filed
pursuant to rule 16(a)-3(e) were filed as of the date of this report.


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.

     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  $13,509 through  December 31, 2002, 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, and
the sale of 50,000  shares of common  stock to Mr. Olson and Ms.  Petrinsky  for
$1,500 ($.03/share) in January 2002.

                                       19

<PAGE>

     Effective March 11, 1999, our Board of Directors and shareholders  approved
the adoption of the Incentive Stock Option Plan (the "Plan")  reserving  175,000
shares of our common  stock for  issuance  upon the  exercise  of stock  options
received by optionees under the Plan.  Except for this Plan,  described 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,  except for 100,000  options issued to Terry Romero,  a consultant,  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
percent 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
percent of the total  combined  voting power of all classes of our stock must be
less than 110 percent of the fair market  value of the shares of common stock on
the date of grant and  those  options  may be  exercisable  for a period  not in
excess of five years from the date of grant.  All options granted under the Plan
are non-transferable and may be exercised only by the optionee or the optionee's
estate.

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

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

     The Plan will  terminate on February  24, 2009.  The Plan may be amended by
the Board of Directors without  shareholder  approval,  except that no amendment
that increases the maximum  aggregate  number of shares that may be issued under
the Plan or changes the class of employees  who are eligible to  participate  in
the Plan, can be made without the approval of our  shareholders.  As of December
31, 2002,  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 Regulation D promulgated under Sections
3(b) and 4(2) 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 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.

     Employment Agreements
     ---------------------

     Currently, no employment agreements exist with any officer or employee.

     Long-Term Incentive Plans
     -------------------------

     None.


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

     Beneficial Owners
     -----------------

     The following table sets forth information  regarding  beneficial ownership
as of the December 31, 2002 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, 2002,  there were
4,506,200 common shares issued and outstanding.

                                       21

<PAGE>

     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.

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

David C. Olson (2) (3)                       1,783,333        37.9%
6025 South Quebec Street, Suite 150
Englewood, Colorado 80111

Thomas M. Vickers (3)                          410,000        8.7%
6025 South Quebec Street, Suite 150
Englewood, Colorado 80111

Robert J. Zappa                                964,000        20.5%
2740 Kendrick Street
Golden, Colorado 80401

Steven E. Muth                                 800,000        17.0%
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        47.0%
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
4,706,200  shares of our common  stock  issued and  outstanding  as of March 31,
2003.

     (2) Executive officer of the Company.

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

                                       22

<PAGE>

     The following  table provides  information  related to equity  compensation
plans as of December 31, 2002:

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


     Changes in Control
     ------------------

     The Company knows of no arrangement,  including the pledge by anyone of any
securities of the Company that may result in a change in control.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     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.

     Common Stock Transactions
     -------------------------

     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.

     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).

     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 37.9% 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
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).

     Office Space and Administrative/Technical Support
     -------------------------------------------------

                                       23

<PAGE>

     During the period from March 11, 1999,  through  August 31,  2000,  we were
parties to the  Agreement  for  Administrative  Support with Summit,  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,  from 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.

     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 $960 and $1,016 for  bookkeeping  and other  administrative
services for the years ended December 31, 2002 and 2001.

     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,
2002, Summit had contributed  office space and  administrative  support totaling
$15,667 and $36,824, respectively.

     Liabilities
     -----------

     At December 31, 2002, the Company owed Summit $8,294 for professional  fees
and other administrative expenses paid on behalf of the Company.

     In April 2002, Mr. Olson loaned the Company $650 for working  capital.  The
loan carries no interest rate and is due on demand.  The loan was outstanding at
December 31, 2002.

     During the year ended  December 31,  1999,  Messrs.  Olson,  Zappa and Muth
advanced the Company a total of $6,000  ($2,000 each) for working  capital.  The
advances were unsecured, carried no interest rate and were due on demand. During
the year ended December 31, 2001, they advanced the Company an additional $4,000
at the same terms. In December 2001, the Company issued Mr. Olson 150,000 shares
of its common stock in exchange for advances totaling $4,500. The Company repaid
Messrs. Zappa and Muth the remaining $5,500 in January 2002.

     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 41.9 percent of the revenue  generated  by the Company  since
inception.

                                       24

<PAGE>

     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.


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)

     10.02Independent  Consultant  Application  and  Agreement,  dated  June  1,
          1999(4)

     10.03Rent,  Bookkeeping and Services  Agreement  between EasyWeb,  Inc. and
          Summit Financial Relations, Inc., dated April 1, 2001 (5)

     99.1 Certification of President and Principal  Accounting  Officer pursuant
          to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.

     (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) Reports on Form 8-K:

         None.


Item 14. CONTROLS AND PROCEDURES.

     The  Company  maintains  controls  and  procedures  designed to ensure that
information  required to be disclosed  in the reports that the Company  files or
submits  under  the  Securities  Exchange  Act of 1934 is  recorded,  processed,
summarized,  and  reported  within the time  periods  specified in the rules and
forms of the  Securities and Exchange  Commission.  Based upon his evaluation of
those  controls and  procedures  performed  within 90 days of the filing date of
this report,  David Olson, the President and Treasurer of the Company  concluded
that the Company's disclosure controls and procedures were adequate.

     The Company  made no  significant  changes in its  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of the  evaluations  of these  controls by David Olson,  the  President and
Treasurer of the Company.

                                       25


<PAGE>




SIGNATURES

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


(Registrant):     EASYWEB, INC.



By:      /s/ David C. Olson                          Date: April 11, 2003
         ------------------                                --------------
         David C. Olson
         President


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons in the capacities and
on the dates indicated.


By:      /s/ David C. Olson                          Date: April 11, 2003
         ------------------                                --------------
         David C. Olson
         President

                                       26

<PAGE>



           CERTIFICATION OF PRESIDENT AND PRINCIPAL ACCOUNTING OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  accompanying  Annual Report on Form 10-KSB of EasyWeb,
Inc. for the fiscal year ending  December 31, 2002, as filed with the Securities
and Exchange Commission on the date hereof, the undersigned, in the capacity and
date indicated below, hereby certifies that:

1.   I have reviewed this annual report on Form 10-KSB of EasyWeb, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated  subsidiary,  is made known to us by others  within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


By:      /s/ David C. Olson                          Date: April 11, 2003
         ------------------------                          --------------
         David C. Olson
         President and Treasurer


                                       27




Exhibit 99.1



                Certification Pursuant to 18 U.S.C. Section 1350,
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
     I,  David  C.  Olson,  President  and  Treasurer  of Easy  Web,  Inc.  (the
"Company"),  certify pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:
   
        1) the Annual  Report on Form  10-KSB of the  Company for the year ended
       December 31, 2002 (the "Report") ( fully  complies with the  requirements
       of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
           (15 U.S.C. 78m or 780(d)); and
   
       (2) the  information  contained  in the Report  fairly  presents,  in all
           material respects,  the financial condition and results of operations
           of the Company.
   

  Date:  April 11  , 2003                        By:    /s/ David C. Olson
                                                        ------------------------
                                                        David C. Olson    
                                                        President and  Treasurer