SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


                                   (Mark One)

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

                  For the quarterly period ended March 31, 2002

                                       OR

       |_| TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT
                                    OF 1934

          From the transition period from ___________ to ____________.

                         Commission File Number 0-29935

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

                                Nevada 33-0677140
                (State or other jurisdiction of incorporation or
                 organization)(IRS Employer Identification No.)

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

                                 (818) 598-6780
                           (Issuer's telephone number)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

      Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the 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 |_|

As of May 16, 2002 there were 43,099,148 shares of Common Stock of the issuer
outstanding.

<PAGE>

TABLE OF CONTENTS

                           PART I FINANCIAL STATEMENTS



Item 1     Financial Statements                                             2

Item 2     Management's Discussion and Analysis or Plan of Operation        7

                           PART II OTHER INFORMATION

Item 1     Legal Proceedings                                                7
Item 2     Changes in Securities                                            7
Item 3     Default upon Senior Securities                                   7
Item 4     Submission of Matters to a Vote of Security Holders              7
Item 5     Other Information                                                7
Item 6     Exhibits and Reports on Form 8-K                                 7

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                             20/20 WEB DESIGN, INC.
                             CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                  March 31,   December 31,
                                                                    2002         2001
                                                                 -------------------------
                                                                 (Unaudited)

<S>                                                               <C>          <C>
Assets                                                            $      --    $      --
                                                                  =========    =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                                $  89,747    $  87,612
  Accounts payable - related party                                   13,914       13,914
                                                                  ---------    ---------
    Total current liabilities                                       103,661      101,526
                                                                  ---------    ---------

Stockholders' equity (deficit):
  Common stock, $.001 par value, 100,000,000 shares authorized,
  43,099,148 shares issued and outstanding:                          43,099       43,099
  Additional paid-in capital                                        706,395      706,395
  Deficit accumulated during the development stage                 (853,155)    (851,020)
                                                                  ---------    ---------
    Total stockholders' equity (deficit)                           (103,661)    (101,526)
                                                                  ---------    ---------
                                                                  $      --    $      --
                                                                  =========    =========
</TABLE>

 See accompanying notes to interim condensed consolidated financial statements.

<PAGE>

                             20/20 WEB DESIGN, INC.
                        CONDENSED STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                         Three Months Ended
                                                             March 31,
                                                       2002            2001
                                                   ------------    ------------
Cost and Expenses:
  General and administrative                       $      2,135    $      9,619

                                                   ------------    ------------
Net loss                                           $     (2,135)   $      9,619
                                                   ============    ============

Basic and diluted income (loss) per common share   $      (0.00)   $      (0.00)
                                                   ============    ============

Weighted average shares outstanding                  43,099,148      43,099,148
                                                   ============    ============

 See accompanying notes to interim condensed consolidated financial statements.

<PAGE>

                             20/20 WEB DESIGN, INC.
                          (A DEVELPMENT STAGE COMPANY)
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                     March 31,
                                                                 2002          2001
                                                              ----------    ----------
<S>                                                           <C>           <C>
Cash flows from operating activities:
  Net income                                                  $   (2,135)   $   (9,619)
    Adjustments to reconcile net income to net cash
      used in operating activities:
  Changes in operating assets and liabilities
    Accounts payable                                               2,135         9,589
                                                              ----------    ----------
        Net cash provided by (used in) operating activities           --           (30)
                                                              ----------    ----------

Net increase (decrease) in cash and cash equivalents                  --           (30)
Cash and cash equivalents at beginning of period                      --            59
                                                              ----------    ----------
Cash and cash equivalents at end of period                    $       --    $       29
                                                              ==========    ==========

Cash paid for:
  Taxes                                                       $       --    $       --
  Interest                                                    $       --    $       --
</TABLE>

 See accompanying notes to interim condensed consolidated financial statements.

<PAGE>

                             20/20 WEB DESIGN, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002


Note 1:Presentation

The condensed balance sheet of the Company as of March 31, 2002, the related
condensed statements of operations for the three months ended March 31, 2002 and
2001 and the statements of cash flows for the three months ended March 31, 2002
and 2001 included in the condensed financial statements have been prepared by
the Company without audit. In the opinion of management, the accompanying
condensed financial statements include all adjustments (consisting of normal,
recurring adjustments) necessary to summarize fairly the Company's financial
position and results of operations. The results of operations for the three
months ended March 31, 2002 are not necessarily indicative of the results of
operations for the full year or any other interim period. The information
included in this Form 10-QSB should be read in conjunction with Management's
Discussion and Analysis and Financial Statements and notes thereto included in
the Company's December 31, 2001 Form 10-KSB.

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

This report contains forward looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company's actual results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in the Company's filings with the Securities and Exchange
Commission, general economic conditions, and changes in the assumptions used in
making such forward looking statements.

GENERAL

20/20 Web Design, Inc. referred to as "20/20 Web Design" was incorporated in
August 1995 under the laws of the state of Nevada. 20/20 Web Design is in the
business of managing and acquiring subsidiary corporations. The Company has
determined that it will remain inactive at the present time, except for limited
web design projects it may agree to undertake in the future, although it has no
new contracts for any web design projects, and that the Company will seek
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.

RESULTS OF OPERATIONS

For the three month periods ended March 31, 2002 2001, the Company had no
revenues. The Company's expenses for the three months ended March 31, 2002 were
approximately $2,135, representing general and administrative expenses. The
Company recorded a net loss of ($2,135) for the period ended March 31, 2002. The
Company's expenses for the three months ended March 31, 2001 were $9,619
representing general and administrative costs. The Company recorded a net loss
of $(9,619) for the period. The net loss per share was nil for the period ended
March 31, 2002 compared to a net loss of nil per share for the period ended
March 31, 2001.

For the three months ended March 31, 2002 and 2001, the Company had assets of
less than $100. The Company's current liabilities for the three months ended
March 31, 2002 were approximately $104,000 compared to liabilities of
approximately $49,000 for the period ended March 31, 2001. This difference is
primarily attributable to the expenses incurred in filing a registration
statement under the 1934 Act and the associated legal and accounting expenses
incurred as a result as well as legal costs incurred in connection with the BTC
transaction. Shareholders' equity (deficit) for the three months ended March 31,
2002 was approximately $(104,000) compared to total shareholders' equity
(deficit) of $(49,000) for the three months ended March 31, 2001.

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.

The Company will attempt to carry out its business plan 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.

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
March 31, 2002 reflects limited 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 is continuing to search for suitable merger candidates or other
businesses to become involved in so that it can commence operations and generate
revenues to continue paying its bills.

<PAGE>

The Company will attempt to carry out its plan of business and hopes to enter
into a business combination with another entity. 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.

NEED FOR ADDITIONAL FINANCING

The Company's existing capital is not 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 is likely
to increase substantially.

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 issuing common
stock in lieu of cash.

PART II

Items No. 1, 2, 3, 4 and 5 - Not Applicable.

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

(a) No reports on Form 8-K were filed during the three months ended March 31,
2002.

(b) Exhibits

None


                  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.

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

Date: May 17, 2002