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

                          FORM 10-KSB

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

     For the fiscal year ended December 31, 2001

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

     For the transition period from _____________ to ____________

                       Commission File No. 0-26695


                          HIGHWAY ONE-OWEB, INC.
                          ----------------------
          (Name of Small Business Issuer in its Charter)

         UTAH                                       87-0636107
         ----                                       ----------
(State or Other Jurisdiction of                (I.R.S. Employer I.D. No.)
 incorporation or organization)

                            430 Fourth Street
                            Ogden, Utah 84404
                            -----------------
              (Address of Principal Executive Offices)

             Issuer's Telephone Number:  (801) 393-4268


                               N/A
                               ---
  (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   $0.001 par
value common stock

     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 Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

State Issuer's revenues for its most recent fiscal year: December 31, 2001 -
$150.

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.

     December 31, 2001 - $348.  There are approximately 348,000 shares of
common voting stock of the Company held by non-affiliates.  During the past
two years there has been no "established public market" for shares of common
voting stock of the Company, so the Company has arbitrarily valued these
shares based on $0.001 par value per share.

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

                        Not Applicable.

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                         March 21, 2002

                           2,348,000


              DOCUMENTS INCORPORATED BY REFERENCE

          A description of "Documents Incorporated by Reference" is contained
in Item 13 of this report.

Transitional Small Business Issuer Format   Yes  X   No ___

<PAGE>

                              PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

          Organization, Charter Amendments and General History
          ----------------------------------------------------

          Highway One-OWEB, Inc., a Utah corporation (the "Company"), was
organized under the laws of the State of Utah on March 17, 1999.  Copies of
the Company's Articles of Incorporation and Bylaws were attached as exhibits
to its Registration Statement on Form 10-SB, which was filed with the
Securities and Exchange Commission on July 13, 1999.  See Item 13 of this
Report.

          General History
          ---------------

          Following the Company's organization, it conducted an offering of a
minimum of 300,000 shares and a maximum of 1,000,000 shares of common stock at
a price of $0.10 per share.  This offering was conducted under Rule 504 of
Regulation D of the Securities and Exchange Commission and applicable state
laws, rules and regulations.  The offering was subsequently closed, with the
Company having received gross proceeds of $34,800.  For any market that
develops for our common stock, the sale of these securities may hurt our stock
price.

          On December 21, 2001, the Company entered into an Agreement and Plan
of Reorganization (the "Plan") with Export Erez USA, Inc., a Delaware
corporation.  Under the Plan, Export Erez was to be merged into the Company,
with the Company being the surviving entity.  The Board of Directors and the
majority stockholder of the Company voted to approve the merger and on January
17, 2002, the Company filed with the Securities and Exchange Commission a
Preliminary Information Statement informing the Company's remaining
stockholders of its intent to complete the Plan and to change its name in
connection therewith.  However, from December 21, 2001 through February 15,
2002, no substantial action was taken to move the reorganization forward or
close the Plan of Reorganization.  Accordingly, on February 15, 2002, Pete
Chandler, the Company's sole director, resolved to terminate the Plan.  On
February 19, 2002, the Company sent to Export Erez' counsel a letter notifying
Export Erez of the termination of the Plan.  On March 6, 2002, the Company
filed with the Securities and Exchange Commission a Current Report on Form
8-K, disclosing the termination of the Plan.  See Item 13 of this Report.

          Changes of Control
          ------------------

          There have been no changes in control of the Company since its
inception.

          At its inception, the Company issued 2,000,000 "unregistered" and
"restricted" shares of common stock to Pete Chandler, its sole director and
executive officer.  As of the date of this Report, Mr. Chandler has held his
shares for over one year and his shares are currently eligible for resale
under Rule 144 of the Securities and Exchange Commission.  Rule 144 requires
that the selling stockholder has held his or her shares for at least one year.
The public must also have access to information about us.  Sellers under Rule
144 may not sell more than a certain number of shares during any three month
period.  Their sales must be through unsolicited broker's transactions, and
the sellers must file with the Securities and Exchange Commission a Notice of
Sale on Form 144.  The resales of any of Mr. Chandler's shares may hurt the
market price of our shares in any market that may develop.

Business.
---------

          The Company was organized to develop and market internet web page
design and maintenance for companies that have not previously used the
internet to market their goods and services.

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

          The Company has not yet commenced material operations.  It plans to
engage in the business of internet web page design for small and medium-size
companies.

          Recent Public Announcements
          ---------------------------

          None; not applicable.

          Distribution Methods of the Products or Services
          ------------------------------------------------

          The Company intends to host its clients' web sites on its own
computer, which has been built to management's specifications.  As initially
configured, the Company expects that its computer will be able to host
approximately 500 web sites of average size, and can be expanded if necessary.
Management anticipates that an average client web site will contain 15 to 20
megabytes of information and will require approximately 7.5 to 10 gigabytes of
space on the server.  During the next 12 months, the Company does not expect
that it will host 500 web sites or be required to expand its server's memory.
The Company can provide no assurance that it will be able to attract or retain
a sufficient number of web site hosting clients to make its operations
profitable.

          Management plans to advertise the Company's services through
telephone calls and mailings to new businesses, principally in Utah, Nevada
and other states in the intermountain West.  Information on new businesses is
readily available from various governmental agencies, such as Secretaries of
State and local business licensing offices.  Another planned method of
advertising involves the placement of "banner" advertisements on the pages of
internet search engines such as Yahoo.  A banner advertisement allows the user
to "click" his or her mouse on the advertisement itself, if he or she wishes
to get more information about the product or service being offered.  The
Company plans to develop a banner advertisement that will allow it to e-mail
additional information about itself to anyone who clicks on the advertisement.
The Company will also place print advertisements in magazines and/or
newspapers in northern Utah.

          The Company had budgeted $7,500 to $12,000 in advertising costs
during its first year of operations, with these funds to come principally from
the net proceeds of its completed securities offering, as discussed above.
However, after the acquisition of computer equipment and the payment of
administrative expenses, the Company had only $525 in cash as of December 31,
2001.  On March 4, 2002, which is subsequent to the period covered by this
Report, Pete Chandler loaned the Company $10,000 to allow it to commence
material operations.  The loan is unsecured, bears interest at the rate of 10%
per year, and is payable upon demand.  Management believes that these funds
will be sufficient to allow the Company to pursue its business plans over the
next 12 months.  However, if the Company does not begin receiving operating
revenues during that period, it will have to obtain additional debt or equity
financing.  There can be no assurance that the Company will receive sufficient
operating revenues to meet its intended advertising budget; if it is not
successful in this regard, the Company may be unable to attract a sufficient
number of new clients to allow its business to continue.

          Competitive Business Conditions
          -------------------------------

          The communications and information services industry is highly
competitive.  Many of the Company's existing and potential competitors have
financial, personnel, marketing and other resources significantly greater than
those of the Company, as well as other competitive advantages including
customer bases.

          Patents, Trademarks, Licenses, Franchisees, Concessions, Royalty
Payments or Labor Contracts
---------------------------

          None; not applicable.

          Need for Government Approval of Principal Products or Services
          --------------------------------------------------------------

          Upon the effective date of the Company's Registration Statement on
Form 10-SB, as amended, the Company became subject to Regulation 14A
promulgated by the Securities and Exchange Commission under the 1934 Act.
Section 14(a) of the 1934 Act requires all companies with securities
registered pursuant to Section 12(g) thereof to comply with the rules and
regulations of the Securities and Exchange Commission regarding proxy
solicitations as outlined in Regulation 14A.  Matters submitted to
stockholders of the Company at a special or annual meeting thereof or pursuant
to a written consent shall require the Company to provide its stockholders
with the information outlined in Schedules 14A or 14C of Regulation 14;
preliminary copies of this information must be submitted to the Securities and
Exchange Commission at least 10 days prior to the date that definitive copies
of this information are forwarded to stockholders.

          Effect of Existing or Probable Governmental Regulations on Business
          -------------------------------------------------------------------

          Other than maintaining its good standing in the State of Utah;
complying with applicable local business licensing requirements; preparing its
periodic reports under the Securities Exchange Act of 1934, as amended (the
"1934 Act"); and complying with other applicable securities laws, rules and
regulations as set forth above, the Company does not believe that existing or
probable governmental regulations will have a material effect on its
operations. However, the internet is a rapidly evolving commercial medium and
may become subject to numerous types of regulation in the future.  Areas of
potential regulation include user privacy, advertising, information security
and taxation.  Because internet commerce is developing so rapidly, it is
impossible to predict the type and extent of governmental regulation in the
future.

          Research and Development
          ------------------------

          Although the internet web site design industry relies on the
technical knowledge of site designers, management does not believe that the
Company's proposed operations will require research and development in the
traditional sense.  The Company's President, Pete Chandler has training in
computer information science and will be responsible for all of the Company's
web site design for the foreseeable future.

         Number of Employees
         -------------------

         Other than its President/Secretary, Pete Chandler, the Company
currently has no employees.  Mr. Chandler will be responsible for all of the
Company's proposed operations for the foreseeable future.  The Company will
hire an additional clerical worker if necessary and if it is able to pay that
worker's wages or salary from operating revenues.

          Mr. Chandler will work without any salary until the Company has
proven that it can obtain sufficient operating revenues to stay in business.
In this regard, Mr. Chandler estimates that the Company will have to receive
revenues of at least $125,000 to $150,000 per year.  At that time, Mr.
Chandler will begin to take compensation that is consistent with the Company's
operating revenues.  Subject to receipt of sufficient revenues as discussed
above, Mr. Chandler's salary would be approximately $25,000 per year.  See the
caption "Executive Compensation."

Item 2.   Description of Property.
          ------------------------

          The Company does not currently own any property.  Its business
address is the home office address of its President, Pete Chandler, and is
provided rent-free.  The Company has free access to Mr. Chandler's telephone
system.  Depending on its growth, the Company may find it necessary to acquire
an office and telephone system of its own, but management does not believe
that this will be necessary in the near future.

Item 3.  Legal Proceedings.
         ------------------

          The Company is not a party to any pending legal proceeding.  To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company.  No director,
executive officer or affiliate of the Company or owner of record or
beneficially of more than five percent of the Company's common stock is a
party adverse to the Company or has a material interest adverse to the Company
in any proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

         On December 21, 2001, Pete Chandler, who is the holder of
approximately 85% of the Company's issued and outstanding shares of common
stock, voted to approve the Plan.  On January 17, 2002, the Company filed with
the Securities and Exchange Commission a Preliminary Information Statement
with respect thereto.  However, in February, 2002, Mr. Chandler, the Company's
sole director, voted to terminate the Plan.  See Item 1 of this Report.

                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

          The Company's common stock is quoted on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. (the "NASD") under the
symbol "HWOO;" however, the market for shares of the Company's common stock is
extremely limited and only commenced in the third quarter of 2000.  No
assurance can be given that any established trading market for the Company's
common stock will develop or be maintained.  If a public market ever develops
in the future, the sale of "unregistered" and "restricted" shares of common
stock pursuant to Rule 144 of the Securities and Exchange Commission by Mr.
Chandler or others may have a substantial adverse impact on any such public
market.  Mr. Chandler has satisfied the one-year holding period under Rule
144.  See the heading "Recent Sales of Unregistered Securities," and the
caption "Security Ownership of Certain Beneficial Owners and Management" of
this Report.

          The high and low bid prices for these shares of common stock
of the Company since that period are as follows:


                                                      Bid
                                                      ---
Quarter ending:                         High                      Low
                                        ----                      ---
July 1, 2000, through
September 30, 2000                      $0.4375                   $0.375

October 1, 2000, through
December 31, 2000                       $0.4375                   $0.4375

January 2, 2001, through
March 30, 2001                          $0.4375                   $0.25

April 2, 2001, through
June 29, 2001                           $0.25                     $0.03

July 2, 2001, through
September 28, 2001                      $0.04                     $0.03

October 1, 2001 through
December 31, 2001                       $0.03                     $0.03

          These bid prices were obtained from the National Quotation Bureau,
Inc. ("NQB") and do not necessarily reflect actual transactions, retail
markups, mark downs or commissions.

Holders.
--------

          The number of record holders of the Company's securities as of the
date of this Report is approximately 31.  This figure does not include an
indeterminate number of stockholders who may hold their shares in "street
name."

Dividends.
----------

          The Company has not declared any cash dividends with respect to its
common stock and does not intend to declare dividends in the foreseeable
future.  There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its securities.

Recent Sales of Unregistered Securities.
----------------------------------------


                     Date                 Number of        Aggregate
     Name            Acquired             Shares           Consideration
      ----            --------            ---------         -------------

Pete Chandler         3/17/99             2,000,000         $ 5,000

Purchasers under       4/5/99               348,000         $34,800
Rule 504 offering

         Mr. Chandler is the sole director and executive officer of the
Company and as such had access to all material information regarding the
Company prior to the offer or sale of these securities.  Mr. Chandler is an
"accredited investor."  The offers and sales of these securities are believed
to have been exempt from the registration requirements of Section 5 of the
Securities Act of 1933, as amended, pursuant to Sections 3(b) and/or 4(2)
thereof, and from similar applicable states' securities laws, rules and
regulations exempting the offer and sale of these securities by available
state exemptions from registration.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

        The Company is a development stage company.  Management believes that
in light of the large increase in the number of small and medium-sized
companies that will become connected to the internet, the size of the
potential market for goods and services on the internet will continue to
increase rapidly.  Accordingly, the volume of business available to those who
can provide well-prepared web pages and related services will also increase
rapidly over the next several years.

          The Company plans to provide a range of web page design and
marketing services.  In addition, the Company intends to expand its operations
by acquiring, joint venturing or merging with other internet service providers
in exchange for the issuance of shares of its common stock.  As of the date of
this Report, the Company has not entered into any agreements in this regard,
and there is no assurance that the Company will be successful in entering into
a transaction with any such entity.

          During the fourth quarter of our 2001 fiscal year, the Company did
not proceed with its prior plan to conduct an advertising mailing, due to the
contemplated completion of the Export Erez Plan.  During the next 12 months,
management plans to spend approximately $7,500 to $12,000 in advertising
expenses.  Planned methods of advertising include telephone solicitation of
businesses, mailings, placement of "banner" advertisements on internet web
sites, and a small amount of print advertising in northern Utah.  During the
next 30 days, the Company plans to compile a targeted mailing list for a
mailing campaign aimed at small to medium-sized businesses in northern Utah.
Management believes that its current cash on hand will be sufficient to meet
the Company's advertising needs during the next 12 months.  See the heading
"Liquidity" of this caption.

Results of Operations.
---------------------

          During the calendar year ended December 31, 2001, the Company
received revenues of $150; it also received revenues of $150 during the
calendar year ended December 31, 2000.

          Total expenses during the calendar years ended December 31, 2001,
and 2000, were $9,930 and $9,552, respectively.  All of these expenses were
general and administrative expenses.  Net loss during the calendar year ended
December 31, 2001, was $(9,870), as compared to a net loss of $(9,402) during
the calendar year ended December 31, 2000.

          We do not believe that the events of September 11, 2001, will have a
material adverse effect on the Company or its intended operations.

Liquidity.
----------

          As of December 31, 2001, the Company had cash on hand of $525.  On
March 4, 2002, Pete Chandler loaned $10,000 to the Company and management
believes that the Company's cash on hand will be sufficient to allow it to
continue operations.  However, the Company's success in its planned
business endeavors will depend entirely on its ability to attract and maintain
a sufficient base of web site design and hosting clients.  The Company has not
yet commenced matrial operations and it can provide no assurance that it will
be successful in this regard.

     Forward-Looking Information.
     ----------------------------

     Statements made in this Form 10-KSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of the Company, including, without limitation,
statements preceded by, followed by or that include the words "may", "would",
"could", "should", "expects", "projects", "anticipates", "believes",
"estimates", "plans", "intends", "targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from those set forth in the
forward-looking statements, including the following, in addition to those
contained in the Company's reports on file with the Securities and Exchange
Commission: (i) general economic or industry conditions, nationally and/or in
the communities in which the Company may conduct business; (ii) changes in the
interest rate environment, legislation or regulatory requirements; (iii)
conditions of the securities markets; (iv) changes in the internet design
industry; (v) the development of products or services that may be superior to
products or services offered or developed by the Company; (vi) competition;
(vii) changes in the quality or composition of products or services developed
by the Company; (viii) our ability to develop new products or services; (ix)
our ability to raise capital; (x) changes in accounting principals, policies
or guidelines; (xi) financial or political instability; (xii) acts of war or
terrorism; (xiii) other economic, competitive, governmental, regulatory and
technical factors affecting the Company's operations, products, services and
prices.

     Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  The Company does not undertake, and
specifically disclaims, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.

Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended
          December 31, 2001, and 2000

          Independent Auditors' Report

          Balance Sheet - December 31, 2001

          Statement of Operations From Inception on
          on March 17, 1999, through December 31, 2001

          Statements of Stockholders' Equity
          from Inception on March 17, 1999, through
          December 31, 2001

          Statement of Cash Flows from Inception
          on March 17, 1999, through December 31, 2001

          Notes to Financial Statements
<PAGE>

                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)

                             FINANCIAL STATEMENTS

                              December 31, 2001


<PAGE>




                               C O N T E N T S


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 3

Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . 5

Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . 6

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . 7

Notes to the Financial Statements. . . . . . . . . . . . . . . . . . . . 8

<PAGE>




                         INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Highway One-OWeb, Inc.
(A Development Stage Company)
Ogden, Utah

We have audited the accompanying balance sheet of Highway One-OWeb, Inc. (a
development stage company) as of December 31, 2001 and the related statements
of operations, stockholders' equity and cash flows for the years ended
December 31, 2001 and 2000 and from inception on March 17, 1999 through
December 31, 2001.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Highway One-OWeb, Inc. (a
development stage company) as of December 31, 2001 and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000
and from inception on March 17, 1999 through December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raise substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to these
matters are also described in Note 2.  The financial statements do not include
any adjustments that might result from the outcome of the uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
March 26, 2002
<PAGE>
<TABLE>
<CAPTION>

                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)
                                Balance Sheet


                                    ASSETS

                                                             December 31,
                                                                 2001
<S>                                                         <C>
CURRENT ASSETS

 Cash                                                       $           525

  Total Current Assets                                                  525

FIXES ASSETS (NET)                                                    2,993

  TOTAL ASSETS                                              $         3,518


                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                           $         1,657

  Total Current Liabilities                                           1,657

  TOTAL LIABILITIES                                                   1,657

STOCKHOLDERS' EQUITY

 Common stock: 100,000,000 shares authorized of $0.001
  par value, 2,348,000 shares issued and outstanding                  2,348
 Additional paid-in capital                                          37,452
 Deficit accumulated during the development stage                   (37,939)

  Total Stockholders' Equity                                          1,861

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $          3,518

</TABLE>
The accompanying notes are an integral part of these financial statements.
                                4
<PAGE>
<TABLE>
                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)
                          Statements of Operations
<CAPTION>
                                                                     From
                                                                 Inception on
                                                                   March 17,
                               For the Years Ended               1999 Through
                                   December 31,                  December 31,
                            2001              2000                    2001
<S>                         <C>               <C>                <C>
REVENUES                    $       150       $        150       $        300

EXPENSES

 General
  and administrative              9,930              9,552             38,239

   Total Expenses                 9,930              9,552             38,239

NET LOSS                    $    (9,780)      $     (9,402)      $    (37,939)

BASIC LOSS PER SHARE              (0.00)             (0.00)

BASIC WEIGHTED
 AVERAGE SHARES               2,348,000          2,348,000

</TABLE>
                                5
<PAGE>
<TABLE>
                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)
                      Statement of Stockholders' Equity
<CAPTION>
                                                                  Deficit
                                                                Accumulated
                                         Additional              During the
                  Common Stock            Paid-In               Development
                Shares      Amount        Capital                  Stage
<S>                  <C>           <C>              <C>         <C>
Balance at
 inception on
 March 17, 1999              -     $       -        $       -   $        -

Issuance of
common stock
for cash at
$0.0025 per share     2,000,000        2,000            3,000            -

Issuance of
common stock
for cash at
$0.10 per share         348,000          348           34,452            -

Net loss from
inception on
March 17, 1999
through
December 31, 1999            -             -                -        (18,757)

Balance,
December
31, 1999              2,348,000         2,348          37,452        (18,757)

Net loss for
the year ended
December 31, 2000            -             -                -         (9,402)

Balance,
December 31, 2000     2,348,000     $   2,348        $ 37,452     $  (28,159)

Net loss for
the year ended
December 31, 2001             -             -               -         (9,780)

Balance,
December 31, 2001     2,348,000     $   2,348        $ 37,452     $  (37,939)
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                6
<PAGE>
<TABLE>
                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)
                           Statements of Cash Flows
<CAPTION>
                                                                    From
                                                                 Inception on
                                                                  March 17,
                                 For the Years Ended             1999 Through
                                     December 31,                December 31,
                                 2001             2000               2001
<S>                             <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss)                      $     (9,780)     $  (9,402)    $   (37,939)

  Adjustments to reconcile
  loss from operations
  to net cash used by
  operating activities:
     Depreciation                        921            690           1,611
  Change in operating
  assets and liabilities:
     Increase (decrease) in
     accounts payable                    104         (3,002)           1,658

  Net Cash (Used) by
  Operating Activities                (8,755)       (11,714)        (34,670)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of equipment                    -         (4,605)         (4,605)

   Net Cash Used by
   Investing Activities                    -         (4,605)         (4,605)

CASH FLOWS FROM FINANCING ACTIVITIES

  Common stock issued for cash             -              -          39,800

   Net Cash Provided by
   Financing Activities                    -              -          39,800

NET INCREASE (DECREASE) IN CASH       (8,755)       (16,319)            525

CASH AT BEGINNING OF PERIOD            9,280         25,599               -

CASH AT END OF PERIOD             $      525     $    9,280        $    525

CASH PAID FOR:

  Interest                        $       -      $       -         $     -
  Income taxes                    $       -      $       -         $     -
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                7
<PAGE>
                            HIGHWAY ONE-OWEB, INC.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                        December 31, 2001 and 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of significant accounting policies of Highway One-OWeb,
     Inc. is presented to assist in understanding the Company's financial
     statements.  The financial statements and notes are representations of
     the Company's management, which is responsible for their integrity and
     objectivity.  These accounting policies conform to generally accepted
     accounting principles an have been consistently applied in the
     preparation of the financial statements.

     a.  Organization and Business Activities

     The name of the Company is Highway One-OWeb, Inc. (the Company).  The
     Company was incorporated in the State of Utah on March 17, 1999 to
     engage in any lawful activity, but more particularly to assist companies
     in marketing their goods and services on the internet.

     b.  Fiscal Year

     The Company operates on a calendar year basis.

     c.  Revenue Recognition

     The Company currently has no significant source of revenues. Revenue
     recognition policies will be determined when principal operations begin.

     d.  Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities
     and disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from those
     estimates.

     e.  Provision for Taxes

     At December 31, 2001, the Company had net operating loss carryforwards
     of approximately $38,170 that may be offset against future taxable
     income through 2021.  No tax benefits has been reported in the financial
     statements, because the potential tax benefits of the net operating loss
     carry forwards are offset by a valuation allowance of the same amount.

     The income tax benefit differs from the amount computed at federal
     statutory rates of approximately 38% as follows:

                                                 For the Years Ended
                                                     December 31,
                                                    2001        2000


       Income tax benefit at statutory rate          $    3,717 $  3,573
       Change in valuation allowance                     (3,717)  (3,573)
                                                     $        - $      -
                                8
<PAGE>
                      HIGHWAY ONE-OWEB, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2001 and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       e.  Provision for Taxes (Continued)

       Deferred tax assets (liabilities) are comprised of the following:

                                                  For the Years Ended
                                                      December 31,
                                                    2001       2000


       Income tax benefit at statutory rate          $ 14,506 $ 10,789
       Change in valuation allowance                  (14,506) (10,789)
                                                     $      - $      -

       Due to the change in ownership provisions of the Tax Reform Act of
       1986, net operating loss carryforwards for Federal income tax
       reporting purposes are subject to annual limitations.  Should a
       change in ownership occur, net operating loss carryforwards may be
       limited as to use in the future.

       f.  Cash and Cash Equivalents

       The Company considers all highly liquid investments with a maturity
       of three months or less when purchased to be cash equivalents.

       g.  Basic Loss Per Share

                                   For the Year Ended
                                    December 31, 2001
                             Loss             Shares           Per Share
                         (Numerator)       (Denominator)         Amount

                         $   (9,780)       $ 2,348,000        $   (0.00)


                                   For the Year Ended
                                    December 31, 2000
                             Loss             Shares           Per Share
                         (Numerator)       (Denominator)         Amount

                         $   (9,402)       $ 2,348,000        $   (0.00)

       The computations of basic loss per share of common stock is based on
       the weighted average number of shares outstanding during the period.

       h.  Property and Equipment

       Property and equipment are stated at cost.  Depreciation is computed
       using the straight-line method over estimated useful lives as
       follows:

              Office equipment                           5 years
                                9
<PAGE>
                      HIGHWAY ONE-OWEB, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2001 and 2000


NOTE 2 -      GOING CONCERN

       The Company's financial statements are prepared using generally
       accepted accounting principles applicable to a going concern which
       contemplates the realization of assets and liquidation of liabilities
       in the normal course of business.  However, the Company does not have
       significant cash or other material assets, nor does it have an
       established source of revenues sufficient to cover its operating
       costs and to allow it to continue as a going concern. The Company is
       seeking additional financing from a private placement of common
       stock.  In the interim a shareholder has committed to meeting the
       Company's cash needs for a term of at least twelve (12) months from
       the date of these financial statements or until the Company
       establishes an active business operation.

NOTE 3 -      SUBSEQUENT EVENTS

       In March of 2002, the Company's president loaned the Company $10,000,
       which is unsecured, bears interest of 10% and is due upon demand.

                                10
<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          None; not applicable.

                                 PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers
--------------------------------------------------

          The following table sets forth the name of the Company's sole
current director and executive officer.  This person will serve until the
next annual meeting of the stockholders (held the third Friday in August of
each year) or until his successors are elected or appointed and qualified, or
his prior resignation or termination.

<TABLE>
<CAPTION>
                                  Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>

Pete Chandler         Director        3/99            *
                      President       3/99            *
                      Secretary       3/99            *
</TABLE>

          * This person presently serves in the capacities indicated.

Business Experience.
--------------------

          Pete Chandler, Director, President and Secretary.  Mr. Chandler is
37 years of age.  He was born and raised in northern Utah, where he received a
Bachelor of Science degree in Finance from Weber State University in 1993.
From 1983 to 1985, Mr. Chandler attended DeVry Institute of Technology in
Phoenix, Arizona, where he studied Computer Information Science.  In 1985 he
formed Aqua Pure, a water filtration company, which he built into a prosperous
venture over the next two years.  Mr. Chandler next worked at the Internal
Revenue Service for two years before joining the securities industry.  From
January 1994, to October, 1994, Mr. Chandler was employed as an agent for New
York Life Insurance Company.  He worked as an investment consultant at Everen
Securities (formerly Kemper Securities) from October 1994, to October 1996.
While at Everen Securities, Mr. Chandler earned the Eagles Loft award for
outstanding performance.  After exploring employment opportunities for
approximately four months, Mr. Chandler was next employed as a Financial
Markets Liaison at Jordan Richard Associates, a Salt Lake City financial
public relations firm, from February, 1997 to July, 1998.  From July, 1998 to
the present, he has been Director of Research and Finance at Corporate
Relations & Management, Inc., where he works as a consultant to businesses
that are in or wish to enter the capital markets.  Mr. Chandler is the only
employee of Corporate Relations & Management, Inc.

Significant Employees.
----------------------

          Other than Mr. Chandler, the Company has no employees.

Family Relationships.
---------------------

          Mr. Chandler is the Company's sole director and executive officer.

Involvement in Certain Legal Proceedings.
-----------------------------------------

          During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:

          (1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;

          (2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);

          (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or

          (4) was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

          Mr. Chandler filed a Form 3 Initial Statement of Beneficial
Ownership of Securities with the Securities and Exchange Commission on or
about May 6, 2000.  There have been no changes in Mr. Chandler's stock
ownership since that time.

Item 10. Executive Compensation.
         -----------------------

Cash Compensation
-----------------

          The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                         SUMMARY COMPENSATION TABLE

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>   <C>    <C>   <C>  <C>

Pete
Chandler,   12/31/99    0     0     0      0       0     0   0
Director,   12/31/00    0     0     0      0       0     0   0
President,  12/31/01    0     0     0      0       0     0   0
Secretary

</TABLE>

          No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
years ended December 31, 2001, 2000, or 1999.  The Company does not expect to
compensate Mr. Chandler for services until it has generated revenues
sufficient to pay such compensation.  The Company does not expect to pay Mr.
Chandler any salary until it has received annual operating revenues of at
least $125,000 to $150,000.  The Company has not entered into any compensation
arrangement with Mr. Chandler as of the date of this Report.  However, Mr.
Chandler's compensation will not under any circumstances exceed the amount
paid to other persons with similar experience and expertise performing similar
services in the web site design industry.  Mr. Chandler has no prior
experience in web site design; accordingly, the Company believes that a
starting salary of approximately $25,000 would be appropriate.  Mr. Chandler
has not been granted any option or stock appreciation rights; accordingly, no
tables relating to such items have been included within this Item.

Compensation of Directors.
--------------------------

          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as a director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
-------------

         There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his resignation, retirement
or other termination of employment with the Company, any change in control of
the Company, or a change in the person's responsibilities following a change
in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

          The following table sets forth the share holdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof:

<TABLE>
<CAPTION>
                      Number of Shares           Percentage
Name and Address     Beneficially Owned           of Class
----------------     ------------------           --------
<S>                        <C>                       <C>

Pete Chandler              2,000,000                 85.2%
430 Fourth Street
Ogden, Utah 84404

</TABLE>

Security Ownership of Management.
---------------------------------

          The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof:

<TABLE>
<CAPTION>

                          Number of Shares       Percentage of
Name and Address         Beneficially Owned        of Class
----------------         ------------------      -------------
<S>                         <C>                      <C>

Pete Chandler              2,000,000                 85.2%
430 Fourth Street
Ogden, Utah 84404

</TABLE>

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

          There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

          The only transactions between the Company and members of management,
nominees to become a director or executive officer, 5% stockholders, or
promoters or persons who may be deemed to be parents of the Company were: (i)
the issuance to Pete Chandler of 2,000,000 "unregistered" and "restricted"
shares of the Company's common stock in consideration of the sum of $5,000;
and (ii) Mr. Chandler's loan of $10,000 to the Company on March 4, 2002.  The
loan is unsecured, bears interest at the rate of 10% per year, and is payable
on demand.  Mr. Chandler is the Company's President, Secretary and director,
and is the beneficial owner of approximately 85% of its issued and outstanding
common stock.  See the captions "Business Development" and "Security Ownership
of Certain Beneficial Owners and Management" of this Report.

Parents of the Issuer.
----------------------

          The Company has no parents, except to the extent that Mr. Chandler
may be deemed to be a parent by virtue of his beneficial ownership of
approximately 85% of its outstanding common stock.  See the caption "Security
Ownership of Certain Beneficial Owners and Management" of this Report.

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K

         8-K Current Report dated February 19, 2002, filed March 6, 2002

Exhibits*

          (i)
                                          Where Incorporated
                                            in this Report
                                            --------------

Registration Statement on Form 10-SB,          Part I
filed July 13, 1999**

Registration Statement on Form 10-SB-A1,       Part I
filed September 10, 1999**

Registration Statement on Form 10-SB-A2,       Part I
filed October 18, 1999**

          (ii)

Exhibit
Number               Description
------               -----------


          *    Summaries of all exhibits contained within this
               Report are modified in their entirety by reference
               to these Exhibits.

          **   These documents and related exhibits have been
               previously filed with the Securities and Exchange
               Commission and are incorporated herein by reference.


                                SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                  HIGHWAY ONE-OWEB, INC.


Date:  4/1/02                   By /s/ Pete Chandler
      --------------              --------------------------------------
                                  Pete Chandler, Director, President and
                                  Secretary