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 March 31, 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

                              BENTLEYTEL.COM, INC.
             (Exact name of Registrant as specified in its charter)

                                                      33-0677140
        Nevada, USA                                   ----------
  (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

                             20/20 WEB DESIGN, INC.
(Former name, former address and former fiscal year, if changed since last
report)

                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:

                                          Outstanding at March 31, 2001
           Class                                 10,774,787 shares
    Common Stock, $.001                          -----------------
         par value                            Outstanding Securities

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

<PAGE>

BENTLEYTEL.COM, INC. formerly known as 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

BentleyTel.com, Inc. formerly known as 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 when it entered into an agreement to acquire an oil and gas company. No
stock was issued and no assets were acquired as this acquisition was not
consummated.

The Company then changed its name to "Care Financial Group, Inc." on April 29,
1996. At that time, the Company had agreed to form a wholly owned subsidiary,
Care Concepts, Inc., a Nevada corporation ("Care Concepts"). The Company issued
3,700,000 shares of its common stock to Care Concepts which shares were valued
at $25,000. Care Concepts was in the business of designing and building
specialized motor vehicles for physically handicapped drivers and passengers.
Ultimately, this acquisition did not succeed and the Company paid Care Concepts
$80,000 to terminate the agreement between Care Concepts and the Company while
the shareholders of Care Concepts retained their shares of the Company's common
stock. 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 and no shares were issued pursuant to this
agreement.

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 entered into a letter of intent with
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. The Company recorded the 8,620,000 shares of
stock issued to MSC at par value for a total of $8,620. 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 1999, the Company continued the business of the Colorado corporation it
acquired and continued to design and maintain web sites for small, private
companies. The Company's clients included a jewelry store, a gift basket company
and certain other small companies. The revenues received from these operations
were minimal. The Company still has an outstanding contract with Image Jewelers,
Inc. whereby the Company is entitled to half of the net profits generated from

<PAGE>

sales on its web site (www.imagejewelry.com) but in 2001, the Company received
no revenue from this agreement.

In December, 1999, the Company formed a wholly owned subsidiary, Stein's Cake
Box ("Cake Box"), a Nevada corporation. The Company entered into a letter of
intent with a bakery operation in Lewisville, Texas controlled by the Company's
president, Randy Sutton. The Company lent $195,000 to Cake Box in connection
with the letter of intent. Cake Box used the $195,000 to pay some of the
construction costs of a proposed bakery operation estimated to ultimately cost a
total of $750,000. The proposed construction project was to expand an existing
bakery operation located at the same location, College Connection, Inc. dba
Stein's Bakery (the "Bakery"), also run by Mr. Sutton.

As part of its proposed acquisition of certain bakery operations, Cake Box was
to pay the sum of $700,000 and issue 1,300,000 shares of Stein's common stock to
the Bakery in exchange for the leasehold improvements and the certain contracts
of the Bakery. Cake Box was going to commence operations and supply freshly
baked goods to convenience stores and mini marts upon completion of its
construction project. Commencing in late 1999, Cake Box began to produce certain
freshly baked goods for these retail mini marts by subcontracting the baked
goods from the Bakery pending the completion of the construction project. In
late February, 2000, the Company and the Bakery mutually agreed to cancel their
letter of intent concerning Cake Box, although the Bakery remains liable to
repay the $195,000 it acquired from Cake Box. However, the Company has written
off this debt although it still continues its efforts to collect this sum. The
Bakery filed a petition under the United States Bankruptcy Code in October, 2000
and has ceased operations. It is unlikely that the Company will ever recoup its
$195,000 investment.

In February, 2001, the Company entered into a letter of intent to acquire
BentleyTel.com, Inc. ("BTC"), a private company. In April, 2001, the Company
approved a one-for-four forward split of its common stock and changed its name
to BentleyTel.com, Inc. as part of the proposed acquisition. In addition, the
Company increased its authorized capital to 100,000,000 shares of common stock.
The Company entered into an Agreement and Plan of Reorganization and filed
Articles of Merger in April, 2001. On May 10, 2001, the principals of BTC
informed the Company that it was not proceeding with the acquisition due to its
belief that BTC and its shareholders would incur substantial tax liabilities in
connection with the acquisition. The Company has heard no further from BTC as to
how it wishes to proceed in unwinding the transaction. The Company believes that
it will change its name back to 20/20 Web Design, Inc. in the near future.

Following the Company's lack of success with the BTC venture, 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.

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.

<PAGE>

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, 2001 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.

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.

RESULTS OF OPERATIONS

For the three month periods ended March 31, 2001 and March 31, 2000, the Company
had no revenues. The Company's expenses for the three month period ended March
31, 2001 were approximately $9,600, representing general and administrative
expenses. The Company recorded a net loss of ($9,619) for the period ended March
31, 2001. The Company's expenses for the three month period ended March 31, 2000
were approximately $210,000, of which approximately $195,000 represents the loss
from the write-off of the Company's investment in the Cake Box and the remainder
are its general and administrative costs. The Company recorded a net loss of
($210,100) for the period. The net loss per share was nil for the period ended
March 31, 2001 compared to a net loss of ($.02) per share for the period ended
March 31, 2000.

For the three months ended March 31, 2001 and 2000, the Company had assets of
less than $100. The Company's current liabilities for the three months ended
March 31, 2001 were approximately $50,000 compared to liabilities of
approximately $40,000 for the period ended March 31, 2000. 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,
2000 was approximately ($40,000) compared to total shareholders' equity
(deficit) of ($50,000) 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.

<PAGE>

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 are
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 issuances of stock
in lieu of cash.

PART II

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

Item No. 5 - Other Information

As part of its proposed acquisition of BTC, upon execution of the Articles of
Merger, Jonathon Bentley-Stevens and Regina Peralta were appointed Directors of
the Company. Subsequently, Irving Einhorn and Dr. Sadegh Salmassi were also
appointed as Directors of the Company. Mr. Einhorn and Dr. Salmassi resigned on
May 11, 2001. The Company assumes that Mr. Stevens and Ms. Peralta have resigned
as they are not willing to proceed with the merger. However, the Company has not
received formal letters of resignation from Mr. Stevens or Ms. Peralta.

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,
2001.

(b)   Exhibits

99 Financial Statements for the periods ended March 31, 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: May 18, 2001
                                    By /s/ Charles Smith
                                       --------------------------
                                       Charles Smith, President, CFO

<PAGE>

                             20/20 WEB DESIGN, INC.
                              FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

<PAGE>

                                TABLE OF CONTENTS

                                                                       Page No.
                                                                       --------

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

FINANCIAL STATEMENTS

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

       Statements of Operations........................................    3

       Statements of Stockholders' (Deficit)...........................    4

       Statements of Cash Flows........................................    5

       Notes to Financial Statements...................................  6 - 9


<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
March 31, 2001 and the related statements of operations and cash flows for the
three months ended March 31, 2001 and 2000, and the statement of stockholders'
(deficit) for the three months ended March 31, 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

May 1, 2001


<PAGE>

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

<TABLE>
<CAPTION>
                                     ASSETS
                                                           March 31,      December 31,
                                                             2001             2000
                                                          (Unaudited)       (Audited)
                                                         -------------    -------------
<S>                                                      <C>              <C>
CURRENT ASSETS
       Cash and cash equivalents                         $          29    $          59
                                                         -------------    -------------

            TOTAL ASSETS                                 $          29    $          59
                                                         =============    =============

                          LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
       Accounts payable
          Trade                                          $      35,055    $      39,847
          Related entities                                      14,381                0
                                                         -------------    -------------

            TOTAL CURRENT LIABILITIES                           49,436           39,847
                                                         -------------    -------------

STOCKHOLDERS' (DEFICIT)
       Common stock
            Authorized 100,000,000 shares, par
               value .001(cent) per share
            Issued and outstanding - 10,774,787 shares          10,775           10,775
       Paid-in capital in excess of par value of stock         738,719          738,719
       Retained earnings (deficit)                            (798,901)        (789,282)
                                                         -------------    -------------

            TOTAL STOCKHOLDERS' (DEFICIT)                      (49,407)         (39,788)
                                                         -------------    -------------

            TOTAL LIABILITIES AND STOCKHOLDERS'
              (DEFICIT)                                  $          29    $          59
                                                         =============    =============
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       2

<PAGE>

                             20/20 WEB DESIGN, INC.
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

                                              Three Months Ended
                                                   March 31,
                                         -------------------------------
                                             2001               2000
                                         ------------       ------------

REVENUE - INTEREST INCOME                $          0       $          0

GENERAL AND ADMINISTRATIVE EXPENSES             9,619             14,444
                                         ------------       ------------

(LOSS) FROM CONTINUING OPERATIONS              (9,619)           (14,444)

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

       NET (LOSS)                        $     (9,619)      $   (210,100)
                                         ============       ============

NET (LOSS) PER COMMON SHARE

       Basic and diluted

          Continuing operations          $       (.00)      $       (.00)
          Discontinued operations                (.00)              (.02)
                                         ------------       ------------

               Total                     $       (.00)      $       (.02)
                                         ============       ============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING

       Basic and diluted                   10,774,787         10,774,787
                                         ============       ============

       See Accompanying Notes and Independent Accountants' Review Report.


                                        3

<PAGE>

                             20/20 WEB DESIGN, INC.
                      STATEMENT OF STOCKHOLDERS' (DEFICIT)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                Paid in
                                 Number                        Capital in
                                   Of                          Excess of
                                 Common          Common        Par Value        Retained
                                 Shares          Stock          of Stock        Earnings
                               ----------      ----------      ----------      ----------
<S>                            <C>             <C>             <C>             <C>
BALANCE, JANUARY 31, 2001      10,774,787      $   10,775      $  738,719      $ (789,282)

NET (LOSS) FOR THE THREE
     MONTHS ENDED
     MARCH 31, 2001                     0               0               0          (9,619)
                               ----------      ----------      ----------      ----------

BALANCE, MARCH 31, 2001        10,774,787      $   10,775      $  738,719      $ (798,901)
                               ==========      ==========      ==========      ==========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                        4

<PAGE>

                             20/20 WEB DESIGN, INC.
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                    March 31,
                                                            -------------------------
                                                               2001            2000
                                                            ---------       ---------
<S>                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net (loss)                                           $  (9,619)      $(210,100)
       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                                      9,589         (13,766)
                                                            ---------       ---------

          NET CASH (USED) BY OPERATING
             ACTIVITIES                                           (30)            (37)
                                                            ---------       ---------

NET (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                    (30)            (37)

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

CASH AND CASH EQUIVALENTS, END OF
   PERIOD                                                   $      29       $     200
                                                            =========       =========

SUPPLEMENTARY DISCLOSURE OF
   CASH FLOW INFORMATION

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

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

       See Accompanying Notes and Independent Accountants' Review Report.


                                        5

<PAGE>

                             20/20 WEB DESIGN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 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 generally accepted accounting principles.
      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.


                                        6

<PAGE>

                             20/20 WEB DESIGN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

NOTE 2 INCOME TAXES

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

      (Loss) before income taxes                      $  (9,619)      $(210,100)
                                                      ---------       ---------

      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               $  56,100       $  50,794
        Less valuation allowance                          56,100          50,794
                                                       ---------       ---------

             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                              1,600          31,674
                                                       ---------       ---------

        Balance, end of period                         $  56,100       $  50,974
                                                       =========       =========

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           9,619          2021
                      ----------
                      $  373,874
                      ==========

      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.


                                        7

<PAGE>

                             20/20 WEB DESIGN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 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 to March 31, 2000 - none
            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

      On March 23, 2001, the shareholders approved a one-for-four forward stock
      split whereby each stockholder will receive four shares of common stock
      for each share of stock owned as of April 16, 2001.

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.


                                        8

<PAGE>

                             20/20 WEB DESIGN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

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

      As of the date of this report, the above items have not been completed and
      20/20 Web Design, Inc. does not believe that the merger has been
      finalized. As part of the merger agreement, 20/20 Web Design, Inc. agreed
      to change its name to BentleyTel.Com, Inc.

NOTE 10 UNAUDITED FINANCIAL INFORMATION

      The accompanying financial information as of March 31, 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

<TABLE>
<CAPTION>

                                                         2001               2000
                                                     ------------       ------------
<S>                                                  <C>                <C>
From continuing operations

        Net (loss) from continuing operations        $     (9,619)      $    (14,444)
                                                     ------------       ------------
        Weighted average number of common
           shares outstanding                          10,774,787         10,774,787

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

From discontinued operations

        Net (loss) from discontinued operations      $          0       $   (195,656)
                                                     ------------       ------------
        Weighted average number of common
           shares outstanding                          10,774,787         10,774,787

        (Loss) per share                             $       (.00)      $       (.02)
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                        9