U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                              --------------------



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

      For the quarterly period ended January 31, 2002

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


                          HOUSTON INTERWEB DESIGN, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                       Commission file number: 000-67871


            Texas                                        76-0532709
-------------------------------              -----------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)



                        5599 San Felipe, Suite 975 77056
                -------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


                                  713-627-9494
                                 ------------
             (Registrant's Telephone Number, Including Area Code)


Check whether the issuer:  (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  January  31,  2002  registrant  had  24,435,477  shares of  Common  Stock
outstanding.

<PAGE>

                          HOUSTON INTERWEB DESIGN, INC.

                            FORM 10-QSB REPORT INDEX



10-QSB PART AND ITEM NO.
-------------------------

Part I    Financial Information

Item 1.   Financial Statements (Unaudited)
          Balance Sheet as of January 31, 2002..........................   3

          Income Statements January 31, 2002 and 2001...................   4

          Statements of Cash Flows for January 31, 2002
            and 2001 ...................................................   5

          Notes to Financial Statements.................................   6

Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations.........................   6

Part II   Other Information

Item 1.   Legal Proceedings.............................................   8

Item 2.   Changes in Securities.........................................   8

Item 3.   Deleted.......................................................   8

Item 4.   Deleted.......................................................   8

Item 5.   Deleted.......................................................   8

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

Signature...............................................................  10



                                        2
<PAGE>

                                     PART I

                         HOUSTON INTERWEB DESIGN, INC.
                                  BALANCE SHEET

                                                     January 31,      July 31,
                                                         2002           2001
                                                     (Unaudited)
                                                   ---------------   -----------
Current Assets
Cash                                                 $     7,374    $       846
Accounts receivable--trade                                15,824         39,720
Other                                                     11,025         11,025

Total Current Assets                                      34,223         51,591

Other                                                        407            407

Total Assets                                              34,630         51,998

Current Liabilities
Accounts payable                                         256,810        177,972
Accrued expenses                                         383,873        378,442
Short term Notes                                          81,397         36,569
Due to affiliates                                        953,198        904,041

Total Current Liabilities                              1,675,278      1,497,024

Stockholders' Equity
Preferred stock, $01 par value, 5,000,000 shares
authorized, no shares issued or outstanding
Common stock, no par value, 50,000,000 shares
authorized, 24,435,477 shares issued and
outstanding                                            5,232,826      5,232,826


Retained (deficit)                                    (6,873,474)    (6,677,852)

Total Stockholders' Equity (Deficit)                  (1,640,648)    (1,445,026)

Total Liabilities and Stockholders' Equity           $    34,630    $    51,998





                                        3

<PAGE>

                         HOUSTON INTERWEB DESIGN, INC.
                                INCOME STATEMENTS
                                   (Unaudited)
<TABLE>

                                6 months       6 months         3 months       3 months
                              Ended Jan/02   Ended Jan/01     Ended Jan/02   Ended Jan/01
<S>                          <C>            <C>              <C>             <C>

REVENUES
  Affiliate                   $       -      $        -        $       -       $       -
  Non-affiliate                  78,662         604,908           29,573         112,209
    TOTAL REVENUES               78,662         604,908           29,573         112,209


EXPENSES
  Cost of Revenues               63,600         460,467           31,800         131,598
  Selling                             -          49,545                -          14,569
  General and Administrative    201,000         410,235           98,250         138,756
  Depreciation and Amortization       -          47,620                -          23,810

  Bad Debt Expense                    -          10,158                -          10,158
  Interest Expense                9,684          12,191            4,842           6,036
  Interest (Income)                   -             (2)                -             (1)
     TOTAL EXPENSES             274,284         990,214          134,892         324,926

NET (LOSS)                     (195,622)       (385,306)        (105,319)       (212,717)

NET LOSS PER SHARE, BASIC
 AND DILUTED                  $   (0.01)     $    (0.02)       $   (0.00)      $   (0.01)

AVERAGE SHARES OUTSTANDING,
 BASIC AND DILUTED           24,435,477      18,282,550        24,435,477      18,282,550
</TABLE>



                                        4
<PAGE>


                          HOUSTON INTERWEB DESIGN, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                      For the six months
                                                       Ended January 31,
                                               --------------------------------
                                                    2002                2001
                                               -------------       ------------
Cash Flows from Operating Activities
Net (loss)                                      $(195,622)          $(385,306)
Adjustments to reconcile net loss to net cash
Provided by operating activities
Bad Debt Expense                                        -              10,158
Depreciation and amortization                           -              47,620
Common stock issued for services                        -             103,909
Changes in:
Accounts Receivable-trade                          23,896               7,803
Accounts payable                                   78,838             (16,049)
Accrued expenses                                    5,431              90,000
Customer Deposits                                       -             (13,843)

Cash flows (used by) Operating Activities         (87,457)           (155,709)

Cash flow from Financing activities
Common stock sale                                       -               7,500
Short-term notes                                   44,828             129,901
Due to affiliates                                  49,157                   -
Cash flows provided by financing
activities                                         93,985             137,401

Net increase (decrease) in cash                     6,528             (18,308)
Cash Balance -- Beginning of the period               846              18,655

Cash Balance -- End of the period               $   7,374           $     366



                                        5
<PAGE>

NOTE A - PRESENTATION


The unaudited consolidated financial statements of Houston Interweb Design, Inc.
have been prepared in accordance with generally accepted  accounting  principles
and the rules of the Securities and Exchange Commission  ("SEC"),  and should be
read in  conjunction  with the audited  financial  statements  and note  thereto
contained  in the  Company's  latest  Annual  Report  filed with the SEC on Form
10-KSB.  In the opinion of  management,  all  adjustments,  consisting of normal
recurring  adjustments,  necessary for a fair presentation of financial position
and the  results of  operations  for the  interim  periods  presented  have been
reflected  herein.  The  results  of  operations  for  interim  periods  are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial  statements  which would  substantially  duplicate the  disclosure
contained in the audited  financial  statements  for the most recent fiscal year
2001 as reported in the Form 10-KSB, have been omitted.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The statements  contained herein and other information  contained in this report
may be  based,  in part,  on  management's  estimates,  projections,  plans  and
judgments. As such, these are forward looking statements and involve a number of
risks and uncertainties.  A number of factors,  which could cause actual results
to differ significantly include: general economic conditions, competitive market
influences,  technology  changes,  and other  influences  beyond the  control of
management.

GENERAL

The Company  recognizes  revenue as services are provided,  in  accordance  with
customer agreements. For the quarter ended January 31, 2002, approximately 44%
of the Company's total revenues were derived from two customers.  Royalty income
from  software  licensing  agreements  is  recognized  as it is  earned  per the
individual  terms of each royalty  agreement,  and is  generally  comprised of a
minimum amount plus a stated percentage of the applicable  licensee's sales. The
Company  uses the direct  write-off  method in  accounting  for bad  debts,  the
results of which are not materially different from the allowance method.

The Company  accounts  for  property  and  equipment  at cost with  depreciation
calculated  using the  straight-line  method  over its  estimated  useful  lives
ranging  from five to ten years.  When assets are retired or  otherwise  removed
from the  accounts,  any  resulting  gain or loss is reflected in income for the
period.  The cost of  maintenance  and repairs is charged to expense as incurred
and significant renewals and improvements are capitalized.

The Company utilizes the liability method in accounting for income taxes.  Under
the liability  method,  deferred tax assets and liabilities are determined based
on  differences  between  financial  reporting  and  tax  bases  of  assets  and
liabilities  and are measured using  anticipated tax rates and laws that will be
in effect when the  differences  are  expected to reverse.  The  reliability  of
deferred tax assets are evaluated annually and a valuation allowance is provided
if it is  likely  that the  deferred  tax  assets  will not give  rise to future
benefits in the Company's tax returns.



                                        6
<PAGE>


Results of Operations

Results of  operations  for the six months ended  January 31, 2001 compared with
the results of  operations  for six months ended  January 31, 2002,  and for the
three months ended January 31, 2001 compared with the three months ended January
31, 2002.

Revenues  decreased from $604,908 for the six months ended January 31, 2001 to $
78,662 for the six months ended  January 31,  2001.  The decrease of $526,246 or
87% is due to general economic conditions.  Revenues decreased from $112,209 for
the three  months  ended  January 31, 2001 to $29,573 for the three months ended
January 31,  2002.  The  decrease  of $82,636 or 74% is due to general  economic
conditions.

Cost of Revenues  decreased  from  $460,467 for the six months ended January 31,
2001 to $63,600 for the six months  ended  January  31,  2002.  The  decrease of
$396,867 or 86% is due to increased  efficiency and decreased  personnel  costs.
Cost of Revenues  decreased from $131,598 for the three months ended January 31,
2001 to $31,800 for the three  months ended  January 31,  2002.  The decrease of
$99,798 or 76% is due to increased efficiency and decreased personnel costs.

Selling  expenses  decreased  from $49,545 for the six months ended  January 31,
2001 to $0 for the six months ended January 31, 2002. The decrease of $49,545 or
100% is due to decreases in advertising  expense and salaries.  Selling expenses
decreased from $14,569 for the three months ended January 31, 2001 to $0 for the
three months ended  January 31, 2002.  The decrease of $14,569 or 100% is due to
decreases in advertising expenses and salaries.

General and  administrative  expenses decreased from $410,235 for the six months
ended  January 31, 2001 to $201,000 for the six months  ended  January 31, 2002.
The  decrease of $209,235 or 51% is due to decreases  in  professional  fees and
officers' salary expenses.  General and  administrative  expense  decreased from
$138,756 for the three  months  ended  January 31, 2001 to $98,250 for the three
months  ended  January  31,  2002.  The  decrease  of  $40,506  or 29% is due to
decreases in professional fees and officers' salary expenses.

Depreciation  and  amortization  decreased from $47,620 for the six months ended
January 31, 2001 to $0 for the six months ended  January 31, 2002.  The decrease
of  $47,620  or 100% is due to the write down of  goodwill  associated  with the
acquisitions of Axis Technologies and Team Productions, Inc. and the liquidation
of all furniture,  fixtures and equipment owned by the company. Depreciation and
amortization  decreased from $23,810 for the three months ended January 31, 2001
to $0 for the three  months ended  January 31, 2002.  The decrease of $23,810 or
000% is due to the write down of goodwill  associated  with the  acquisitions of
Axis  Technologies  and  Team  Productions,  Inc.  and  the  liquidation  of all
furniture, fixtures and equipment owned by the company.

Bad Debt Expense  decreased  from  $10,158 for the six months ended  January 31,
2001 to $0 for the six months ended January 31, 2002. Bad Debt Expense decreased
from  $10,158 for the three  months  ended  January 31, 2001 to $0 for the three
months ended January 31, 2002.

Interest  expense  decreased  from $12,191 for the six months ended  January 31,
2001 to $9,684 for the six months ended January 31, 2002. The decrease is due to
a decrease in short-term  convertible  loans.  Interest  expense  increased from
$6,036 for the three months ended  January 31, 2001 to $4,842 for the six months
ended  January 31,  2002.  The  decrease  is due to an  decrease  in  short-term
convertible loans.

The Company had a net loss of $385,306 for the period six months  ended  January
31, 2001 compared to a net loss of $195,622 for the six months ended January 31,
2002.  The  decreased net loss of $189,684 or 49% was due to decreases in salary
expenses, G&A expenses and an increase in operational  efficiency.  Net loss per
share of common stock  decreased  from $ (.02) for the six months ended  January
31, 2001, compared to $ (.01) for six months ended January 31, 2002. The Company
had a net loss of $212,717 for the three months ended  January 31, 2001 compared
to a net loss of $105,319 for the three months ended January 31, 2002.

                                        7
<PAGE>


The  decreased  net  loss of  $107,398  or 50% was due to  decreases  in  salary
expenses, G&A expenses and an increase in operational  efficiency.  Net loss per
share of common stock  decreased  from $(.01) for three months ended January 31,
2001, to $ (.00) for three months ended January 31, 2002.

The Company may in the future experience significant fluctuations in its results
of operations.  Such  fluctuations  may result in volatility in the price and/or
value of the Company's  common stock.  Results of operations  may fluctuate as a
result of a variety of factors,  including  demand for the Company's  design and
creation of Internet web sites,  the  introduction of new products and services,
the timing of  significant  marketing  programs,  the  success of  reseller  and
license agreements, the number and timing of the hiring of additional personnel,
competitive   conditions  in  the  industry  and  general  economic  conditions.
Shortfalls in revenues may adversely and disproportionately affect the Company's
results of  operations  because a high  percentage  of the  Company's  operating
expenses are relatively fixed. Accordingly,  the Company believes that period to
period  comparisons  of results of  operations  should not be relied  upon as an
indication of future results of  operations.  There can be no assurance that the
Company will be profitable.  Due to the foregoing factors,  it is likely that in
one or more  future  periods  the  Company's  operating  results  will be  below
expectations.

The Company had a working capital deficit of $1,641,055. Current liabilities are
$1,675,278 of which  $953,198 are due to affiliates and officers of the company.
Stockholders' equity deficit was $1,640,648 at January 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2002, the Company's  primary source of liquidity was $7,374 of
cash and $15,824 of accounts receivable.

Net cash used by operating  activities for six months ended January 31, 2001 was
$155,709 as compared to net cash used in operating activities of $87,457 for the
six months ended  January 31, 2002.  The decrease in net cash used was primarily
attributed to lower net loss for the period and increases in accrued expenses.

Net cash flow from  financing and investing  activities  decreased from $137,401
for the six months  ended  January 31, 2001 to $93,985 for the six months  ended
January 31, 2002.

The Company's  internally generated cash flows from operations have historically
been and continue to be insufficient  for its cash needs. As of January 31, 2002
the Company's sources of external and internal financing were limited. It is not
expected that the internal  source of liquidity  will improve until  significant
net cash is provided by operating  activities,  and until such time, the Company
will rely upon  external  sources  for  liquidity.  Until the Company can obtain
monthly sales levels of approximately $50,000, which would be sufficient to fund
current  working  capital  needs,  there is uncertainty as to the ability of the
Company to expand its business and continue its current  operations.  Management
believes that the Company will be able to satisfy its cash  requirements for the
next 12 months.  Historically,  revenues have covered costs. Management believes
that projected  revenues from licensees will cover costs.  There is no assurance
that the current working  capital will be sufficient to cover cash  requirements
for the balance of the current fiscal year or to bring the Company to a positive
cash flow position. Lower than expected earnings resulting from adverse economic
conditions or  otherwise,  could  restrict the  Company's  ability to expand its
business  as planned,  and if severe  enough may shorten the period in which the
current working  capital may be expected to satisfy the Company's  requirements,
force curtailed operations, or cause the Company to sell assets.

                                        8
<PAGE>


                                     PART II

Pursuant  to the  Instructions  to Part II of the  Form  10-QSB,  Items  3-5 are
omitted.

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are to be filed as part of this Form 10-QSB:

EXHIBIT NO.                        IDENTIFICATION OF EXHIBIT
- -----------                        -------------------------

3.1/1/    Amended  and  Restated  Articles of  Incorporation
3.2/1/    Articles of Amendment to the Articles of Incorporation
3.3/1/    By-Laws of the  company
3.4/1/    Articles of Correction to the Amended and Restated
          Articles of Incorporation
3.5/1/    Articles of Correction to the Articles of Amendment to the
          Articles of Incorporation
4.1/1/    Form of Specimen of common stock
10.1/1/   Letter Agreement between the company and PinkMonkey.com, Inc.
10.2/1/   Software License and Marketing Agreement between the company and
          Websource Media, L.L.C.
10.3/1/   Software Reseller  Agreement between the company and Harry Bauge
10.4/1/   Letter Agreement  between the company and Harry Bauge
10.5/1/   Agreement between the company and NetTrade Online, L.L.C.
10.6/1/   Employment Agreement between the company and Harry White
10.7/1/   Employment  Agreement  between the company and Richard Finn
10.8/1/   Employment  Agreement  between the company and Lee Magness
10.9/1/   Lease Agreement
- ---------------
/1/ Filed as an Exhibit to the company's registration statement on Form SB-2
    (File No.  67871) on June 15, 1999, and herein incorporated by reference.
/2/ Filed herewith.

(b) There have been no reports filed on Form 8-K.

                                        9
<PAGE>

                                   SIGNATURES

In  accordance  with the Exchange  Act, this report has been signed below by the
following persons on behalf of the undersigned, thereunto duly authorized.


                                        Houston Interweb Design, Inc.


Date:  May 29, 2002                      /s/  LEE A. MAGNESS
                                        -----------------------------
                                        Lee A. Magness
                                        President and Chief Executive Officer

                                       10