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

                                   FORM 10-QSB

|X|           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended June 30, 2001

                                       or

|_|           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

              For the transition period from N/A to N/A

                           Commission File No. 0-29935

                             20/20 WEB DESIGN, INC.
             (Exact name of Registrant as specified in its charter)

      Nevada, USA                                          33-0677140
      -----------                                          ----------
(State of Incorporation)                       (IRS Employer Identification No.)

           21800 Oxnard Street, #440, Woodland Hills, California 91367
                    (Address of principal executive offices)

                    Issuer's Telephone Number, (818) 598-6780

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant 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 ISSUERS

State number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

      Class                                     Outstanding at June 30, 2001
Common Stock, $.001                                   43,099,148 shares
    par value                                         -----------------
                                                   Outstanding Securities

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


                                       1
<PAGE>

20/20 WEB DESIGN, INC.

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

A financial statement, unaudited and included herein, beginning on page F-1
(Exhibit 99.0), is incorporated herein by this reference.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

20/20 Web Design, Inc. (the "Company") was incorporated on August 31, 1995 as
"Visioneering Corporation" under the laws of the State of Nevada, to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company subsequently changed its name to
"Asiamerica Energy Group, Inc." on January 12, 1996. The Company then changed
its name to "Care Financial Group, Inc." on April 29, 1996. That acquisition did
not succeed and the Company subsequently approved a 250-to-1 reverse stock split
after this transaction was terminated. On May 15, 1997, the Company changed its
name to "Trump Oil Corporation" ("Trump"). Trump proposed to merge with Fenway
Resources Ltd., a Canadian company involved in natural resource development
which wanted to develop and construct a cement manufacturing facility in the
Philippines. This proposed merger was never consummated.

None of the proposed business activities for which the Company's name was
changed produced any revenues or created any appreciable business activities for
the Company. On March 10, 1999, the Company acquired 20/20 Web Design, Inc.
("20/20 Web"), a Colorado corporation, a wholly owned subsidiary of Multi-Source
Capital, Ltd. ("MSC"), also a Colorado corporation. The Company entered into an
Agreement and Plan of Reorganization and completed its acquisition of 20/20 Web,
with the Company changing its name as a result. As a result of the merger, MSC
became the owner of 80% of the issued and outstanding shares of the Company. MSC
was later acquired by TeleMall Communications, Inc. ("TeleMall"), a publicly
traded company which subsequently changed its name to Stein's Holdings, Inc.
("Stein's").

In February, 2001, the Company entered into an Agreement and Plan of
Reorganization with BentleyTel.com, Inc., a private Nevada corporation, to
acquire BentleyTel.com, Inc. As part of this proposed transaction, the Company
changed its name to


                                       2
<PAGE>

BentleyTel.com, Inc. and declared a one-for-four forward split. Subsequently,
the agreement with BentleyTel.com, Inc. was terminated. In June, 2001, the
Company changed its name back to 20/20 Web Design, Inc.

The Company is seeking suitable acquisition candidates. The Company can be
defined as a shell company whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

When used in this Form 10-QSB, the words "anticipate", "estimate", "expect",
"project" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks, uncertainties and
assumptions including the possibility that the Company's proposed plan of
operation will fail to generate projected revenues. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has experienced no significant change in liquidity
or capital resources or stockholders equity other than the receipts of proceeds
from offerings of its capital stock. The Company received $250,000 from an
offering conducted under Rule 504 of Regulation D in 1999. The Company also
raised approximately $158,000 from the issuance of 7,200,000 shares of the
Company's common stock prior to 1997. In 1997, the Company raised an additional
$345,000 from the sale of its common stock. The Company's balance sheet as of
June 30, 2001 reflects no assets and limited liabilities. Further, there exists
no agreements or understandings with regard to loan agreements by or with the
Officers, Directors, principals, affiliates or shareholders of the Company.

The Company will attempt to carry out its plan of business as discussed above.
The Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan prior to the consummation of a business
combination.

RESULTS OF OPERATIONS

During the period from August 31, 1995 (inception) through June 30, 2001, the
Company engaged in limited operations and attempted to commence operations in a
number of different fields, none of which


                                       3
<PAGE>

was ultimately successful or resulted in any appreciable revenues for the
Company. The revenues received by the Company during this period consisted of
$2,500 from its web design and $28,136 in revenues from the bakery operations
resulting in a net loss of $34,910 for the period ended December 31, 1999.

For the three month period ended June 30, 2001, the Company had no revenue but
had general and administrative expenses of $36,325, resulting in a net loss of
($36,325). For the three month period ended June 30, 2000, the Company had no
revenue but had general and administrative expenses of $9,763, resulting in a
net loss of ($9,763).

For the six month period ended June 30, 2001, the Company had no revenues or
income but recorded a net operating loss of ($45,994) resulting primarily from
general and administrative expenses. For the six month period ended June 30,
2000, the Company had no revenues or income but recorded a net operating loss of
($219,863), resulting primarily from writing off a loan of $195,000 to Stein's
Cake Box, Inc., which was attempting to acquire a bakery operation in Dallas and
from general and administrative expenses. The net loss per share was ($.01) for
the period ended June 30, 2001 compared to a net loss per share of ($.01) for
the period ended June 30, 2000.

For the period ended June 30, 2001, the Company had no assets and current
liabilities of approximately $86,000. For the period ended June 30, 2000, the
Company had total assets of approximately $60 and current liabilities of
approximately $40,000. Shareholders' equity for the period ended June 30, 2001
was approximately ($85,000) compared to total shareholder equity of
approximately ($40,000) for the period ended June 30, 2000.

The Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues and may operate at a loss
after completing a business combination, depending upon the performance of the
acquired business.

NEED FOR ADDITIONAL FINANCING

The Company's existing capital will not be sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934, as amended. Once a business
combination is completed, the Company's needs for additional financing are
likely to increase


                                       4
<PAGE>

substantially. It is anticipated that Stein's will likely advance any funds
necessary to insure that the Company is able to meet its reporting obligations
under the 1934 Act and that these loans will be repaid either when the Company
merges or acquires a business or in the event that the loan made to Stein's
Bakery is repaid. However, Stein's has not agreed in writing to provide these
funds and can only provide these funds to the extent that it has available funds
to loan to the Company.

No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any funds will be
available to the Company to allow it to cover its expenses.

The Company might seek to compensate providers of services by issuances of stock
in lieu of cash.

PART II

Items No. 1, 2, 3, and 4 - Not Applicable.

Item 5 - Other Information

In June, 2001, the Company's president and director, Jonathon Bentley-Stevens
and director Regina Peralta resigned when the proposed acquisition of
BentleyTel.com, Inc. was terminated.

Item No. 6 - Exhibits and Reports on Form 8-K

(a)   A report on Form 8-K was filed on June 20, 2001.

(b)   Exhibits

99 Financial Statements for the periods ended June 30, 2001 and 2000

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                  20/20 WEB DESIGN, INC.

Date: August 9, 2001


                                        By /s/ Charles Smith
                                           -------------------------------------
                                           Charles Smith, CEO, CFO


                                       5
<PAGE>

                             20/20 WEB DESIGN, INC.
                              FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)

<PAGE>

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

INDEPENDENT ACCOUNTANTS' REVIEW REPORT................................     1

FINANCIAL STATEMENTS

       Balance Sheets.................................................     2

       Statements of Operations.......................................

       Statements of Stockholders' (Deficit)..........................     3

       Statements of Cash Flows.......................................     4

       Notes to Financial Statements..................................   5 - 8

<PAGE>

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors and Stockholders
20/20 Web Design, Inc.

We have reviewed the accompanying balance sheet of 20/20 Web Design, Inc. as of
June 30, 2001and the related statements of operations and cash flows for the six
months ended June 30, 2001 and 2000, and the statement of stockholders'
(deficit) for the six months ended June 30, 2001, in accordance with Statements
on Standards for Accounting and Review Services issued by the American Institute
of Certified Public Accountants. All information included in these financial
statements is the representation of the management of 20/20 Web Design, Inc.

A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

We have audited in accordance with auditing standards generally accepted in the
United States of America, the balance sheet of 20/20 Web Design, Inc. as of
December 31, 2000 and the related statements of operations, stockholders'
(deficit) and cash flows for the year then ended (not presented herein); and in
our report dated January 11, 2001, we expressed an unqualified opinion on these
financial statements. In our opinion, the information set forth in the
accompanying balance sheet as of December 31, 2000 is fairly stated in all
material respects in relation to the balance sheet from which it has been
derived.


Moffitt & Company, P.C.
Scottsdale, Arizona

July 15, 2001

<PAGE>

                             20/20 WEB DESIGN, INC.
                            STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                              Three Months Ended                   Six Months Ended
                                                   June 30,                            June 30,
                                        ------------------------------      ------------------------------
                                            2001              2000             2001               2000
                                        ------------      ------------      ------------      ------------
<S>                                     <C>               <C>               <C>               <C>
REVENUE - INTEREST INCOME               $          0      $          0      $          0      $          0

GENERAL AND ADMINISTRATIVE EXPENSES           36,325             9,763            45,944            24,207
                                        ------------      ------------      ------------      ------------

(LOSS) FROM CONTINUING OPERATIONS            (36,325)           (9,763)          (45,944)          (24,207)

DISCONTINUED OPERATION
  (LOSS) ON INVESTMENT IN STEIN'S
   CAKE BOX, INC                                   0                 0                 0          (195,656)
                                        ------------      ------------      ------------      ------------

    NET (LOSS)                          $    (36,325)     $     (9,763)     $    (45,944)     $   (219,863)
                                        ============      ============      ============      ============

NET (LOSS) PER COMMON SHARE

   Basic and diluted

      Continuing operations             $       (.00)     $       (.00)     $       (.00)     $        .00
      Discontinued operations                   (.00)             (.00)             (.00)             (.01)
                                        ------------      ------------      ------------      ------------

         Total                          $       (.00)     $       (.00)     $       (.00)     $       (.01)
                                        ============      ============      ============      ============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING

   Basic and diluted                      43,099,148        43,099,148        43,099,148        43,099,148
                                        ============      ============      ============      ============
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.

<PAGE>

                             20/20 WEB DESIGN, INC.
                                 BALANCE SHEETS
                       JUNE 30, 2001 AND DECEMBER 31, 2000

                                     ASSETS


                                                        June 30,    December 31,
                                                          2001          2000
                                                      (Unaudited)     (Audited)
                                                      -----------     ---------
CURRENT ASSETS
  Cash and cash equivalents                            $       0     $      59
                                                       ---------     ---------

     TOTAL ASSETS                                      $       0     $      59
                                                       =========     =========

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accounts payable
    Trade                                              $  70,227     $  39,847
    Related entities                                      15,505             0
                                                       ---------     ---------

     TOTAL CURRENT LIABILITIES                            85,732        39,847
                                                       ---------     ---------

STOCKHOLDERS' (DEFICIT)
  Common stock
    Authorized 100,000,000 shares, par
       value .001(cent) per share
    Issued and outstanding - 43,099,148 shares            43,099        43,099
  Paid-in capital in excess of par value of stock        706,395       706,395
  Retained earnings (deficit)                           (835,226)     (789,282)
                                                       ---------     ---------

    TOTAL STOCKHOLDERS' (DEFICIT)                        (85,732)      (39,788)
                                                       ---------     ---------

    TOTAL LIABILITIES AND STOCKHOLDERS'
     (DEFICIT)                                         $       0     $      59
                                                       =========     =========

       See Accompanying Notes and Independent Accountants' Review Report.


                                       2
<PAGE>

                             20/20 WEB DESIGN, INC.
                      STATEMENT OF STOCKHOLDERS' (DEFICIT)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Paid in
                                Number                    Capital in
                                  Of                       Excess of     Retained
                                Common        Common       Par Value     Earnings
                                Shares         Stock       of Stock      (Deficit)
                              ----------      -------     ----------     ---------
<S>                           <C>             <C>          <C>           <C>
BALANCE, JANUARY 1, 2001      43,099,148      $43,099      $706,395      $(789,282)

NET (LOSS) FOR THE SIX
     MONTHS ENDED
     JUNE 30, 2001                     0            0             0        (45,944)
                              ----------      -------      --------      ---------

BALANCE, JUNE 30, 2001        43,099,148      $43,099      $706,395      $(835,226)
                              ==========      =======      ========      =========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       3
<PAGE>

                             20/20 WEB DESIGN, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                                    June 30,
                                                            ------------------------
                                                              2001            2000
                                                            --------       ---------
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net (loss)                                           $(45,944)      $(219,863)
       Adjustments to reconcile net (loss) to net cash
          (used) by operating activities:
              Loss on investment in subsidiary                     0         195,656
       Changes in operating assets and liabilities:
          Accounts receivable                                      0          28,173
          Accounts payable                                    45,885          (4,084)
                                                            --------       ---------

          NET CASH (USED) BY OPERATING
             ACTIVITIES                                          (59)           (118)
                                                            --------       ---------

NET (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                   (59)           (118)

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                                      59             237
                                                            --------       ---------

CASH AND CASH EQUIVALENTS, END OF
   PERIOD                                                   $      0       $     119
                                                            ========       =========

SUPPLEMENTARY DISCLOSURE OF
   CASH FLOW INFORMATION

       Interest paid                                        $      0       $       0
                                                            ========       =========

       Taxes paid                                           $      0       $       0
                                                            ========       =========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       4
<PAGE>

                             20/20 WEB DESIGN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature of Business

      20/20 Web Design, Inc. (The Company) was incorporated in August 1995 in
      the state of Nevada. The corporation is in the business of managing and
      acquiring subsidiary corporations.

      Cash and Cash Equivalents

      For 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.

      Accounting Estimates

      Management uses estimates and assumptions in preparing financial
      statements in accordance with accounting principles generally accepted in
      the United States of America. Those estimates and assumptions affect the
      reported amounts of assets and liabilities, the disclosure of contingent
      assets and liabilities, and the reported revenues and expenses. Actual
      results could vary from the estimates that were used.

      Income Taxes

      Provisions for income taxes are based on taxes payable or refundable for
      the current year and deferred taxes on temporary differences between the
      amount of taxable income and pretax financial income and between the tax
      basis of assets and liabilities and their reported amounts in the
      financial statements. Deferred tax assets and liabilities are included in
      the financial statements at currently enacted income tax rates applicable
      to the period in which the deferred tax assets and liabilities are
      expected to be realized or settled as prescribed in FASB Statement No.
      109, Accounting for Income Taxes. As changes in tax laws or rate are
      enacted, deferred tax assets and liabilities are adjusted through the
      provision for income taxes.

      Net Loss Per Share

      The Company adopted Statement of Financial Accounting Standards No. 128
      that requires the reporting of both basic and diluted earnings per share.
      Basic earnings per share is computed by dividing net income available to
      common shareowners by the weighted average number of common shares
      outstanding for the period. Diluted earnings per share reflects the
      potential dilution that could occur if securities or other contracts to
      issue common stock were exercised or converted into common stock. In
      accordance with FASB 128, potentially dilutive securities that would have
      an anti-dilutive effect on net loss per share are excluded.

       See Accompanying Notes and Independent Accountants' Review Report.


                                       5
<PAGE>

                             20/20 WEB DESIGN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

NOTE 2 INCOME TAXES

                                                            2001         2000
                                                          --------    ---------

      (Loss) before income taxes                          $(45,944)   $(219,863)
                                                          --------    ---------

      The provision for income taxes is estimated as
      follows:

          Currently payable                               $      0    $       0
                                                          --------    ---------
          Deferred                                        $      0    $       0
                                                          --------    ---------

      Significant components of the Company's deferred
      tax asset are as follows:

                                                               Deferred Tax
                                                          ---------------------
                                                            2001         2000
                                                          --------    ---------

          Net operating loss carryforwards                $ 60,100    $  52,438
          Less valuation allowance                          60,100       52,438
                                                          --------    ---------

            Net deferred tax asset                        $      0    $       0
                                                          ========    =========

      A reconciliation of the valuation allowance
      is as follows:

                                                            2001         2000
                                                          --------    ---------

          Balance, beginning of period                    $ 54,500    $  19,300

          Addition to allowance                              5,600       33,138
                                                          --------    ---------

          Balance, end of period                          $ 60,100    $  52,438
                                                          ========    =========

NOTE 3 TAX CARRYFORWARDS

      The Company has the following net operating loss carryforwards:

               Year           Amount           Expiration Date
               ----          --------          ---------------

               1998          $ 94,200               2018
               1999            35,524               2019
               2000           234,531               2020
               2001            36,325               2021
                             --------

                             $400,580
                             ========

      Future changes in ownership may limit the ability of the Company to
      utilize these net operating loss carryforwards prior to their expiration.

       See Accompanying Notes and Independent Accountants' Review Report.


                                       6
<PAGE>

                             20/20 WEB DESIGN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

NOTE 4 STOCK OPTIONS

      The Company does not have any stock options outstanding.

NOTE 5 INSURANCE

      The Company does not carry liability or worker's compensation insurance.

NOTE 6 DISCONTINUED OPERATIONS

      The following information is presented for the loss from discontinued
      operations:

            a.    Segment discontinued - subsidiary corporation, Stein's Cake
                  Box, Inc.
            b.    Discontinued date - February 29, 2000
            c.    Manner of disposal - investment written-off as worthless
            d.    Remaining assets and liabilities - none at February 29, 2000
            e.    Income or loss from February 29, 2000
            f.    Proceeds from disposal of assets - none

NOTE 7 CHANGE IN AUTHORIZED SHARES

      On March 29, 2001, the Company increased its authorized common stock from
      25,000,000 shares to 100,000,000 shares. The par value remained at
      .001(cent) per share.

NOTE 8 FORWARD STOCK SPLIT AND RESTATEMENT OF COMMON STOCK

      On March 23, 2001, the shareholders approved a one-for-four forward stock
      split whereby each stockholder received four shares of common stock for
      each share of stock owned as of April 16, 2001. The stock split has been
      retroactively recorded in the financial statements as if it occurred at
      the date of inception.

NOTE 9 MERGER WITH BENTLEYTEL.COM, INC.

      On April 10, 2001, the Company merged with BentleyTel.Com, Inc. whereby
      all of the common shares of BentleyTel were converted into common stock of
      20/20 Web Design, Inc. and the previous owners of BentleyTel became owners
      of approximately 70% of the common stock of 20/20 Web Design, Inc.

      The merger agreement stated that the merger would not be final until
      BentleyTel provided the Company with the following:

            1.    Audited financial statements
            2.    Payment of various finder fees
            3.    Filings of SEC required documents

       See Accompanying Notes and Independent Accountants' Review Report.


                                       7
<PAGE>

                             20/20 WEB DESIGN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

NOTE 9 MERGER WITH BENTLEYTEL.COM, INC. (CONTINUED)

      Bentleytel did not complete the above three items, and on June 18, 2001,
      the merger was terminated and each company agreed to retain its own name
      and to take the necessary action to terminate the merger.

NOTE 10 UNAUDITED FINANCIAL INFORMATION

      The accompanying financial information as of June 30, 2001 and 2000 is
      unaudited. In management's opinion, such information includes all normal
      recurring entries necessary to make the financial information not
      misleading.

NOTE 11 COMPUTATION OF EARNINGS PER SHARE

                                                     2001            2000
                                                 ------------    ------------

      From continuing operations

          Net (loss) from continuing operations  $    (36,325)   $     (9,763)
                                                 ------------    ------------
          Weighted average number of common
             shares outstanding                    43,099,148      43,099,148

          (Loss) per share                       $       (.00)   $       (.00)

      From discontinued operations

          Net (loss) from discontinued
             operations                          $          0    $   (195,656)
                                                 ------------    ------------
          Weighted average number of common
             shares outstanding                    43,099,148      43,099,148

          (Loss) per share                       $       (.00)   $       (.00)

       See Accompanying Notes and Independent Accountants' Review Report.


                                       8