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 number: 0-26999

                                GLOBAL WEB, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

             Utah                                     87-0427550
------------------------------                    -------------------
State or other jurisdiction of                      I.R.S. Employer
incorporation or organization                      Identification No.

                       11814 South Election Road, No. 100
                       ----------------------------------
                               Draper, Utah 84020
                    (Address of principal executive offices)

Registrant's telephone number, including area code:(801)838-7400
                                                   -------------
Securities registered pursuant to Section 12(b) of the Act:  None

Title of each class registered: N/A.

Name of each exchange on which registered: N/A

Securities to be registered under section 12(g) of the Act:  None

  Check  whether the  registrant  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such  report(s),  and (2) has been subject to such filing  requirements  for the
past 90 days.
                     x   Yes         No
                  -------      ------
  Check  if  disclosure  of  delinquent  filers  in  response  to  Item  405  of
Regulations  S-B is not  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant'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 the  registrant's  net revenue  (loss) for its most recent  fiscal year:
$(5,727)

  The  aggregate  market  value of voting  stock held by  non-affiliates  of the
registrant on December 31, 2001, was approximately $390,000.

  State the  number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date: as of December 31, 2001, there
were  outstanding  9,305,600  shares of registrant's  Common stock, par value of
$.001 per share.

  Documents incorporated by reference:  Exhibits, Item 13.

  Transitional Small business Disclosure Format Yes     No x
                                                    ---   ----

<PAGE>
PART I.

                                   THE COMPANY

Exact corporate name: Global Web, Inc. State and date of  incorporation:  Utah -
September 6, 1985.  Street  address of principal  office:  11814 South  Election
Road, No. 100, Draper, Utah 84020.
Company telephone number:(801) 838-7400.
Fiscal year: December 31

PART I

Item 1. Description of Business.

  Global Web, Inc., a Utah corporation (hereinafter "Registrant" or "Company" or
"we" or other  forms of the  first  person  personal  pronoun  plural)  based in
Draper,  Utah,  provides,  develops and markets business  services  primarily to
Internet  users  including  commercial  businesses.   In  addition,  we  provide
financial services to assist our customers.

   During 2001 we encountered cash flow difficulties  which in part were created
by the events of  September  11,  2001.  We are working  with  creditors to make
different payment arrangements with longer payout periods. In addition,  we have
been  sued by  suppliers  and  others  because  we have  failed  to make  timely
payments. We believe that we will, over time, be able to resolve these problems.
We do not intend to raise funds to pay creditors. No assurance can be given that
we will be successful in resolving the cash flow problems.

   When a customer  subscribes to our service,  we provide  access to a web site
hosted by us and the use of our software called "Quicksitemaker".  We previously
called our software "Web Builder." A subscriber uses Quicksitemaker, a point and
click based  program,  to  construct  or build the web site.  On the  Internet a
subscriber  gains  access to and use of  Quicksitemaker  by  providing a unique,
personal access code.  Quicksitemaker  is not downloaded or sold separately as a
software   program.   Access  is  available   only  by   subscription.   Through
Quicksitemaker  subscribers build web pages with ease by making choices from the
series of options  provided in the software.  Knowledge of web page  programming
code is not needed. By designating  choices from the menu the web page is built.
Options are selected by pointing and  clicking.  Options  include such things as
background colors, type faces for text, page location, and graphics. Changes and
updates are made through  Quicksitemaker  at any time.  Quicksitemaker  also has
shopping  cart and  catalogue  features  in it.  Quicksitemaker  is used by both
novices and professionals.

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<PAGE>

   As with  other  e-commerce  applications,  we offer  merchant  services  so a
subscriber has the ability to do online sales  transactions  using credit cards.
To do this the  merchant  needs a merchant  account  that has  virtual  terminal
functionality.  We are able to provide services to online merchants. We market a
license for the virtual  terminal  which is  necessary  to utilize the  merchant
account for online credit card transactions. We also use a connection known as a
gateway for the merchant  account  activity.  The gateway is provided by another
party.  Through our  subsidiary,  National  First  Financial,  Inc., we have the
ability to provide lease financing. We may sell the leases on a discounted basis
to third parties.  Our prior objective was to self-finance  the leases,  but for
working  capital  reasons we are selling a  substantial  number of the leases to
others.

   We may market  applications of others to our customers.  Also, we may perform
marketing for these  applications  through marketing channels we develop or use.
The  development  of our products and services has been impeded  because we have
reduced our programming staff for financial reasons.

   We believe that it is important for small and medium sized businesses to have
the  capability of the Internet and  e-commerce in their  business and marketing
endeavors.  Historically,  only companies with trained personnel and substantial
resources had access to this business  arena.  With the e-commerce  applications
available  to us, we make access to the  Internet  and  e-commerce  available to
individuals and small businesses.

   We offer  different  packages  in a range of  monthly  prices.  Generally,  a
subscriber paying a higher monthly subscription receives more services. Packages
may  differ  by the  services  provided,  such as number  of web  pages,  E-mail
accounts,  amount of text, and other e-commerce services provided.  From time to
time we may vary the packages  offered by prices,  services or options  provided
depending on past results, market conditions, and anticipated sales.

   Also,  we offer other  services  such as  consultation  and online  training.
Generally  we or  others  provide  guidance  to  subscribers  to  assist  in the
development  and  use of web  sites  and  web  pages.  For a fee we may  provide
additional training.  When others provide the training,  we will receive a share
of the fees. Other value-added services may be offered. Management believes that
our products and services  provide  economical  business  applications for small
businesses.

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<PAGE>


   We have developed a web-based  real-time  database  (RTDB) which we primarily
use internally. In a secured environment subscribers may search a database via a
web browser, and may open, edit, update, or delete information, such as customer
records,  product  inventories  and  prices.  As changes  are  submitted  to the
database,  the results are posted on a real-time basis.  Changes to the database
can be accessed by anyone with proper  authorization to the web site. The actual
information   on  the   database  may  be   customized   according  to  customer
specifications  and  needs.  Also,  based  on the  information  in the  database
specific reports may be created.

   We have a thirty minute infomercial  entitled  "Internet  On-ramp." We tested
the  infomercial  on a limited  basis,  but we have not  conducted a  scientific
planned study of the infomercial. If we have sufficient funds, we will undertake
and evaluate a larger scale marketing effort. Essentially,  the infomercial will
be a marketing  tool for our  products  and  services.  We have only had limited
experience  marketing  through  infomercials.  Available  funding will also be a
consideration  as to any marketing  plan developed for the  infomercial.  We may
have to contract  with  another  entity that has funds  available to purchase in
advance time slots for the infomercial.  A relationship  with another entity may
take many forms including the granting of exclusive  rights to the  infomercial.
No  assurance  is  given  that we will  have the  funds  to use the  infomercial
effectively. In addition, we have in production a short instructional video that
we may use for educational purposes and for marketing.

   We  sponsor  "Freebeetlebug.com"  which is an  online  sweepstakes.  It gives
registrants  a change to win a free  VolkwagenTM  Beetle and  builds  traffic to
various  web sites.  Weekly,  monthly and yearly  names are  selected to receive
prizes, including yearly, an automobile. We have no charge to enter the contest.
Those  who  submit  forms  must  visit  a  suggested  web  site  as  part of the
registration process. This allows products, services and information to be shown
to  potential  customers.  For a fee we suggest web sites.  We announce  winners
weekly via  e-mail.  Freebeetlebug.com  is an  effective  and  efficient  way to
generate  traffic to particular web sites.  We may sell  advertising on the main
page or as banner advertising.

   We have developed the concept of Realty Search.net,  a commercial real estate
Internet network  service.  At one time this service was developed but now needs
additional  development to be  commercially  acceptable.  Commercial real estate
people may be able to present on line commercial properties that are for sale or
lease in different  geographic  locations,  descriptions,  pictures,  prices and
other pertinent information.  When fully developed buyers, sellers,  lessors and
lessees may use and  subscribe  to this  service.  For the near term we lack the
funds to pursue further development.  Any development will depend on funds being
available.

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<PAGE>

  We previously  developed  Mall-in-a-Box.com  but we believe this concept needs
additional  development  to be  competitive.  It is an Internet mall with simple
utility.  When fully  developed  this  product  allow anyone to have an Internet
mall.  Clubs,  associations,  special interest  groups,  and collectors may join
together  in  an  Internet  mall.  The  future   development  and  marketing  of
Mall-in-a-Box will be dependent on the availability of future funding.

   We  believe  that the  high  fees  for  Internet  services  which  were  once
commonplace  are  declining.  We believe that it is important to develop a broad
customer  base for our  products  and  services,  and we  constantly  have under
consideration  different means to expand our customer base,  revenues,  and cash
flow. In the future our  expectation  is to provide  additional  services to our
customers.

   We anticipate  filing  trademarks for our trade names in the future.  We have
made only a preliminary  search  regarding the  availability and rights to these
names.  We have  filed  for  domain  names  which  relate to  services  offered.
Generally,  our rights to these names may be  challenged in the future by others
which, if successful,  may adversely  affect our business.  If a name used by us
were unavailable, we would have to rename the product provided and would thereby
lose any name  identification  established  and good will  associated  with that
particular name.

  We host web sites for  subscribers  who have their own domain  name or Uniform
Resource  Locator  (URL).  A URL is the address on the Internet.  Every URL is a
series of numbers which  directs  access to the web site whether it is hosted by
the Company or a competitor.  If a subscriber  changes to a different  host, the
subscriber  will then have to transfer  the URL. We believe  that because of the
inconvenience of transferring the URL, it discourages  subscribers from changing
to another host.

  In 2001 we had no research and development expenses.

  Presently,  Quicksitemaker  with its subscriber  base and leases  comprise the
main components of our business.  We may bundle our products with other services
and  products  provided  by us and others  and then  market  the  products  as a
package. We may develop different combinations for marketing purposes.

                                       5
<PAGE>

  Presently we service  approximately  2,000  subscribers  for web sites and our
other products. We are not dependent upon a few major customers.

Background.

   Global Web,  Inc. was  organized on September 6, 1985,  under the laws of the
State of Utah as BP 150,  Inc.,  having the purpose of  investing  in a business
opportunity.  We sold  150,000  shares of common  stock in a public  offering in
January 1986. In 1987 we invested these funds in a restaurant franchise area and
changed our name to American Restaurant Management,  Inc. In 1989 the restaurant
venture failed. We were inactive from 1989 until March 1998.

   In March 1999 we acquired all of the issued and outstanding  shares of Global
Web,  Inc., a Nevada  corporation,  ("Global Web") in exchange for a controlling
interest. Since that time we have operated and marketed products and services to
our clients and customers.

Competition.

  Our  competitors  are  numerous and  diverse.  We compete with several  large,
well-capitalized  companies  which host and offer web sites,  such as YahooShop,
Tripod,  Geoshop  from  Geocities,  and GoBizGo  from U.S.  West.  In  addition,
numerous small companies compete in providing Internet  services.  Many of these
competitors  have greater  financial  resources and more  experienced  personnel
which enables them to have greater  credibility and viability in the market.  We
are not a major force within the Internet  industry.  We believe that we compete
because of the following:

   - With Quicksitemaker subscribers can build and change websites with ease.
   - Monthly subscription fees are competitive.

No assurance can be given that our other  products or marketing  methods will be
successful or will provide the benefit and results that are economical.

Marketing

  Since  September  11,  2001,  we reduced the number of seminars we  sponsored.
Presently  we are  not  marketing  our  product  through  seminars  we  sponsor.
Historically,  our primary emphasis for gaining new subscribers or customers had
been through seminars.  We sponsored  seminars where our web sites and leases of
the virtual  terminal  licenses were  marketed.  We are  attempting to build new
marketing channels and sources for our products and services.

                                       6
<PAGE>

   We have bundled  some  products  with the products of others.  By bundling we
share the revenues and the costs associated with the others involved.

   During  2001  we  became  an  independent  sales  organization  for  merchant
accounts.  We are hopeful that we will be able to increase our merchant services
business.  We sell leases of a license to use a virtual  terminal  which assists
our customers to allow their customers or potential  customers payment by credit
card.

  We  entered  into oral  agreements  with  telemarketing  firms to  market  our
products.  Depending on the product or service  sold we pay a percentage  of the
sales to the telemarketing firm as negotiated.  Telemarketers  contact the leads
we provide.  Telemarketers sell our products and services.  Also,  telemarketers
may use names from other sources.  Sales through  telemarketing in the year 2001
provided approximately twenty-nine per cent of revenues.

Cancellations

  We experience  cancellations by our subscribers.  These  cancellations  may be
permanent or may be for a limited time.  When marketed  through  seminars in the
first  three to eight days after the sale  approximately  thirty per cent of the
subscribers cancel. Once the accounts become established,  we experience a lower
rate of cancellations.  Also, at times  subscribers who have canceled  reinstate
our services.  Management believes it is vital and essential that we continue to
add new subscribers regularly. If we fail to add new subscribers, the subscriber
base over time will decrease causing costs to increase and profits to decline or
become losses.

Merchant Account and Credit Card Charges.

  We and the other  entities  selling our products  typically  receive  payments
through  credit  cards.  Almost all of our  revenues  are from sales paid for by
credit  card.  Because  of  the  high  volume  of  transactions,  the  financial
institutions  where we have our  accounts  place  restrictions  on the volume of
credit card vouchers  which can be processed.  Also,  the financial  institution
will process the credit card vouchers and then hold  reserves or restrict  funds
in our accounts.  At times we have  disagreed  with the  financial  institutions
about the size of the  reserves  and the length of time the  reserves  are held.
Typically the financial institution will hold back at least five per cent of our


                                       7
<PAGE>

volume of credit card vouchers.  These  institutions  are concerned about charge
backs against the merchant account. A charge back occurs when the purchaser, the
cardholder,  refuses to pay for the  products  purchased  and  demands  that the
credit card company issue a credit for the amount billed. We vigorously  contest
all  chargebacks as we receive them from the merchant  account  processors.  The
restrictions  or the placing of a hold on the funds in these  merchant  accounts
may cause us to experience  cash liquidity  difficulties.  We try to monitor the
status  of the  funds  in the  merchant  accounts  so that  cash  flows  will be
sufficient  to fund  operations.  Our finance  department  monitors the merchant
accounts almost daily.

Government Regulation

  Our business  activities are subject to  governmental  regulations and general
business  laws.  In addition,  the seminars are subject to business  opportunity
laws enacted by  approximately  23 states.  The  applicability  of these laws is
determined by the dollar amount to purchase the operating business  opportunity.
Our  policy is to keep the price of the  business  opportunity  below the dollar
amount that makes the law  applicable.  Under the federal  statute if a business
opportunity sells for less than $500.00,  it is deemed to be exempt from being a
franchise.  In addition,  under federal  regulation there is a requirement for a
cooling off period during which a purchaser can cancel the  agreement.  We grant
to each purchaser the right to cancel the purchase agreement for three days from
the date of the purchase.

  We received a cease and desist  order from the  Department  of Commerce of the
State of Utah  relating  to  activities  that  failed  to  comply  with the Utah
Business Opportunity Act. The administrative  complaint was based on a sale that
was  unique  and did not follow our  guidelines.  In  addition  to the cease and
desist order we received a fine of $2,000.

  In this report we make forward looking statement which we make pursuant to the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995.  We caution and advise  investors,  shareholders  and readers  that actual
results  may  differ   substantially  from  such   forward-looking   statements.
Forward-looking  statements  involve  risks and  uncertainties  that could cause
actual  results  to differ  materially  from those  expressed  or implied by any
statements,  including,  but not  limited  to,  the  following:  our  ability to
maintain sufficient revenues to fund and maintain our operations and to meet our


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<PAGE>

cash and working  capital needs and to have  sufficient  revenues to continue or
expand  operations.  It is  essential  that  cash flow be  adequate  to meet our
working capital  requirements.  We assume no obligation to release  publicly the
revisions of any  forward-looking  statements or  circumstances or to report the
non-occurrence of any anticipated events.

  Management has had limited experience in the operation of a public company and
the management of a large commercial enterprise.

  Our business may require us to develop or modify our products and perhaps even
enter new fields of endeavor and new  industries.  We lack  significant  capital
resources and it may be difficult in the future to enter into new businesses. If
we seek funds from other sources,  such funds may not be available on acceptable
terms. Success will be dependent on the judgment and skill of management and the
success of the development of any new products.

  Our success  depends to a large  extent upon the efforts and  abilities of our
management,  particularly Brae Burbidge,  our President,  and Lee Burbidge,  our
Secretary.  The loss of  either  Brae  Burbidge  or Lee  Burbidge  would  have a
substantial,  material  adverse  effect on us.  Presently we have no  employment
contract with key employees.

  We are not insured against all risks or potential  losses which may arise from
our  activities  because  insurance  for such  risks is  unavailable  or because
insurance premiums, in the judgment of management, would be too high in relation
to the risk. If we experience an uninsured loss or suffer liabilities, operating
funds would be reduced and may even be depleted causing financial difficulties.

Employees

  We have approximately ten full-time and part-time employees.

Item 2. Description of the Property and Facilities

  We lease  approximately  thirteen  thousand square feet of office and research
facilities in Draper, Utah. The five year lease has adjustments and currently is
approximately $13,474 per month which is subject to adjustment.  At the level of
current  operations we do not need the  facilities  we have,  and we are working
with a broker to find a substitute  tenant. We are in arrears under the terms of
the lease and we are working with the landlord.

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<PAGE>

Item 3. Legal Proceedings

   In April 1999 in the state courts of Utah we  commenced  an action  captioned
Global Web, Inc. v. Home Business Solutions, Inc. and Joseph Appleton seeking to
enforce  a  contract.  During  2001 the  parties  agreed to a  dismissal  of the
complaint and counterclaim.

   In March 2001 we were named as a defendant in an action  captioned  Executive
Credit Services L.C. dba v. Global Web, Inc.  seeking  damages of  approximately
$60,000 for our purported  failure to pay charge backs.  We filed a counterclaim
and are defending this action.

   In March 2001 we were named as a defendant  in an action  captioned  Delphine
Jensen v. Britney Spencer, Brae Burbidge,  and Global Web, Inc. seeking damages.
This matter was tried and a judgment in the amount of $11,673.79 was entered. We
have made a $2,000 payment.

   In  addition,  we were named as a  defendant  in a matter  captioned  Godfrey
Trucking,  Inc., v. Global Web,  Inc.  Civil No.  010911676,  filed in the Third
Judicial District Court, Salt Lake County,  State of Utah. We are resolving this
matter by making  monthly  payments  and  still owe a balance  of  approximately
$5,700.

   We were named as a defendant in a matter captioned  Precision Litho, Inc., v.
Global Web, Inc.,  Civil No.  010919327,  filed in the Third  Judicial  District
Court,  Salt Lake  County,  State of Utah.  Plaintiff  is seeking  relief in the
amount of  $112,476.30.  We are defending  this matter.  The  plaintiff  filed a
Motion For Summary Judgment which we are opposing.

   In a matter  captioned Media Source,  Inc. v. Global Web, Inc., the Plaintiff
is seeking  $155,870.  The Company has filed a  counterclaim  and is  vigorously
defending this claim.

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

  No matters  were  submitted  to a vote of  security  holders  during the final
quarter of the most recently completed fiscal year.

PART II.

Item 5.  Market for Common Equity and Related Stockholder Matter

  Presently our common stock is traded on the NASD  Electronic  Bulletin  Board,
also known as the "OTCEBB" under the symbol  "ZWEB".  The table below sets forth
the closing  high,  and low bid prices at which our shares of common  stock were

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<PAGE>


quoted during the quarter identified. The trades are in U. S. dollars but may be
inter-dealer prices without retail mark-ups,  mark-downs,  or commission and may
not even represent  actual  transactions.  During some of the time periods shown
below our common stock was traded on the National Quotations Bureau pink sheets.

                          High      Low
                          ----      ---
1998

December 31              $6.25     $6.25

1999
March 31                 $6.25     $ .20
June 30                  $1.75     $ .50
September 30             $1.25     $ .20
December 31              $3.00     $ .50

2000
March 31                 $3.25     $2.00
June 30                  $2.00     $1.00
September 30             $1.00     $ .50
December 31              $1.05     $ .50

2001
March 31                 $ .50     $ .25
June 30                  $ .50     $ .25
September 30             $ .50     $ .15
December 31              $ .50     $ .15

  As of December 31, 2001, we had approximately 120 shareholders of record.

  Our shares are significantly volatile and subject to broad price movements and
fluctuations,  and our shares  should be  considered  speculative  and  volatile
securities.  The stock  price may also be  affected  by  broader  market  trends
unrelated to our activities.

  As of December 31, 2001,  we had  9,305,600  shares of common stock issued and
outstanding.  Shares may be available for resale  pursuant to the  provisions of
Rule 144 promulgated under the 1933 Act.

  Sales  pursuant to the  provisions  of Rule 144 sold into the  trading  market
could  adversely  affect the  market  price.  The per share  price in an auction
market is based in part on supply and demand.  If more shares are  available for
sale into the  market,  the market  price of the  shares of common  stock of the
Company will be adversely affected.

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<PAGE>

  We have not declared or paid any dividends to holders of our common stock.  In
the future it is unlikely that we will pay any dividends.

Item 6. Management's Discussion and Analysis.

  Since we began marketing our website hosting and merchant  account services in
1997,  we have  experienced  a nearly  two-fold  increase in revenues each year.
However, because of our limited operating history, our revenues may not continue
in the future and the future  operations may generate less revenues than current
operations.

  From  1997 to 1999,  we  marketed  our  products  in  conjunction  with  other
businesses,  and we  shared  the  cost of the  seminars  with  these  companies.
Beginning in 2000 and  continuing in 2001 we began  conducting our own seminars,
and we  doubled  and  then  quadrupled  the  number  of  seminars  which we were
conducting.  In the  second  quarter of 2001 we began to notice a decline in the
attendance at these seminars,  and they weren't as profitable as previously,  so
we began to decrease the number of seminars that we conducted.  After the events
of  September   11,  we  noticed  a  significant   decline  in  attendance   and
participation  in our seminars as people were disinclined to open our mailers or
to attend public events. We also experienced significant difficulties in getting
our seminar  presenters to the sites where they needed to be in a timely manner.
For this reason, in October we ceased our seminar  activities.  In spite of this
we were still able to nearly double our revenues from the previous year.

In February 2002, we were asked by the SEC to review certain of our  disclosures
and accounting  practices in previously  issued filings  especially in regard to
the SEC Staff Accounting  Bulletin #101. One of the major results of this review
was a change in our treatment of certain  revenues  generated  from seminars and
telemarketing  activities.  Prior to 2000 we had been primarily  marketing other
companies' products so our servicing  obligation was minimal.  However, in 2000,
as we started to market our own products,  we were required to provide  on-going
service to our  customers in the form of web server space and customer  support.
Under SAB 101 and other accounting  standards,  it became necessary to defer the
recognition  of portions of our  revenues  over the period for which the service
obligation  existed.  As a  consequence,  we have revised our  previously  filed
10-KSB for 2000 and the  subsequent  10-QSB's to reflect this revenue  deferral.
The  effect of this  change  was to reduce our 2000  revenues  by $2.3  million,
expenses  by $1.1  million,  and net  income by $1.2  million.  While this had a
negative  effect on 2000, the deferred  revenue has been recognized in 2001 thus
increasing our 2001 revenues.

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<PAGE>

  For the period  ended  December  31,  2001,  we had  revenues  of  $12,335,753
compared to $6,859,522  for the year ended  December 31, 2000, and a net loss of
$5,727  compared to a net loss of  $1,250,489  for an  increase  of  $1,244,762.
Revenues increased by $5,476,231 because of several factors. First, we conducted
more  than  double  the  seminars  in  2001  that  we did in  2000.  This  added
significantly  to our customer base and also provided for greater  opportunities
for  post-seminar  sales.  Second,  we had an  entire  year of  selling  our own
merchant  account  leases.  Third,  we increased our package  prices and bundled
additional  services  in them to make them  more  attractive  to our  customers.
Fourth,  our lead generation system yielded  significantly  higher sales through
our telemarketing activities. And fifth, the amount of revenue that was deferred
from 2000 and recognized during 2001 was significantly  greater than the revenue
needing to be deferred to 2002. As an offset to the  increase,  in the third and
fourth  quarters,  because of difficulties  with our previous  merchant  account
provider we were unable to  consummate  a number of leases.  Our lease  revenues
were significantly down in the fourth quarter.


  Our expenses  increased  commensurate with our revenues,  however we noticed a
decline  in profit  margins  from the  seminar  sales as we moved into the third
quarter.  By the fourth quarter we were not able to cover our seminar costs from
the seminar  sales.  Our expenses  increased by  $4,056,258  from  $8,124,618 to
$12,180,876.  A review of our lease  portfolio  showed  that our  provision  for
uncollectible  accounts  was  probably  insufficient  to cover our losses so the
allowance was increased  significantly.  Our total bad debt expense for 2001 was
$1,431,991 compared to only $613,646 in 2000.

  Total assets as of December 31, 2001, were  $1,257,057  compared to $2,028,051
as of December 31,  2000,  for a decrease of $770,994.  This was  primarily  the
result of selling a number of the merchant lease receivable contracts and a drop
in prepaid expenses since we were not incurring seminar expenses at December 31,
2001.  Another  significant  drop in assets  resulted from our  experience  with
collections on our lease  receivables.  Previously,  we had been recording a 25%
allowance for bad debt on these leases,  but as we began to develop more history
it appeared  that that level was  insufficient.  At year end, we  increased  the
allowance to 49%.

                                       13
<PAGE>

Current  liabilities  decreased by $1,099,992 from $3,023,975 as of December 31,
2000 to  $1,923,983  primarily  because of the  decrease in  deferred  revenues.
Accounts  payable  during the period  increased  by  $413,003  from  $650,447 to
$1,063,450  because of  decreased  cash flow from the  seminars.  In November we
entered into an agreement with a debt management  company to work with our major
creditors in an attempt to restructure  our debt. We do not know if this venture
will be successful. We turned our line of credit into a term loan moving it from
current  liabilities  to long term and also incurred new leases which  increased
our long  term  debt from  $70,135  to  $281,261.  Total  liabilities  decreased
$888,887 from $3,094,110 to $2,205,243.

As of  December  31,  2001,  our  current  ratio was 0.19  compared to .23 as of
December 31, 2000.

We have  accumulated  losses  for the years  ended  December  31,  2001 and 2000
totaling $1.2 million,  have had significant negative cash flow from operations,
and have a  working  capital  deficiency.  Our  ability  to  achieve  a level of
profitable  operations  and/or  additional  financing  impacts  our  ability  to
continue as we are presently  organized.  These factors raise  substantial doubt
about our ability to continue as a going concern.

 We  are  dependent  upon  future  sales,   maintaining  our  present  level  of
subscribers,   and  monthly  lease  payments  at  anticipated   levels  to  fund
operations.  Our primary  objective is to increase the number of  subscribers to
our products and services.  We continue to evaluate our  marketing  plan and may
seek other methods of selling our products.

 Item 7. Financial Statements

  The  financial  statements  are  filed as part of this  Annual  Report on Form
10-KSB.

                                       14
<PAGE>






                                GLOBAL WEB, INC.

                        Consolidated Financial Statements
                                       and
                          Independent Auditors' Report
                                December 31, 2001


                                       15
<PAGE>


<TABLE>
<CAPTION>

                                GLOBAL WEB, INC.

                                TABLE OF CONTENTS

                                                                                                       Page
                                                                                                       ----

<S>                                                                                                     <C>
Independent Auditors' Report                                                                            17

Consolidated Balance Sheets - December 31, 2001 and 2000                                              18-19

Consolidated Statements of Operations for the Years Ended December 31, 2001 and 2000                    20

Consolidated Statements of Stockholders' Equity/(Deficit) for the Years Ended December 31,
2001 and 2000                                                                                           21

Consolidated Statements of Cash Flows for the Years Ended December 31, 2001 and  2000                   22

Notes to Consolidated Financial Statements                                                            23-30
</TABLE>


                                       16
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
GLOBAL WEB, INC.


We have audited the accompanying consolidated balance sheets of Global Web, Inc.
(a Utah  Corporation)  and its  wholly-owned  subsidiaries,  Global Web, Inc. (a
Nevada corporation) and National First Financial, Inc. (a Utah corporation),  as
of  December  31,  2001 and 2000,  and the related  consolidated  statements  of
operations,  stockholders'  equity/(deficit)  and cash flows for the years ended
December 31, 2001 and 2000. 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 audit 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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Global Web, Inc.
as of December  31, 2001 and 2000,  and the results of its  operations  and cash
flows  for the years  ended  December  31,  2001 and 2000,  in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 18 to
the  consolidated  financial  statements,  the Company has recurring losses from
operations,  negative cash flow from operations and a working capital deficiency
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 18. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.




/s/ Mantyla McReynolds
----------------------
    Mantyla McReynolds
    Salt Lake City, Utah
    April 15, 2002


                                       17
<PAGE>
<TABLE>
<CAPTION>

                                Global Web, Inc.
                           Consolidated Balance Sheets
                           December 31, 2001 and 2000

                                     ASSETS
                                     ------
                                                                   2001            2000
                                                                -----------    -----------

Current Assets:
                                                                                            $
<S>                                                            <C>                 <C>
Cash - Note 1                                                  $    30,237         11,173

Current portion of Merchant Lease Receivable - Note 14             337,295        334,471

Other Receivables                                                    1,015            -0-

Prepaid Expenses - Note 3                                              -0-        343,220
                                                               -----------    -----------

     Total Current Assets                                          368,547        688,864

Property and Equipment:

Property and Equipment - Note 6                                    356,040        281,242

Less. Accumulated Depreciation                                    (143,407)      (117,472)
                                                               -----------    -----------

Net Property and Equipment                                         212,633        163,770

Other Assets:
Merchant  Lease Receivable net of allowance of $865,595  and
$422,720 and net of current portion - Note 14                      576,892      1,036,409

Deferred Tax Asset - Note 2                                            -0-         13,012

Depository Reserve - Note 5                                         85,000        112,011

Deposits                                                            13,985         13,985
                                                               -----------    -----------

Total Other Assets                                                 675,877      1,175,417
                                                               -----------    -----------
Total Assets                                                   $ 1,257,057      2,028,051
                                                               ===========    ===========
</TABLE>

                 See accompanying notes to financial statements

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                         .
                                Global Web, Inc.
                     Consolidated Balance Sheets [Continued]
                           December 31, 2001 and 2000

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
                                                                     2001            2000
                                                                  -----------    -----------
Liabilities:
Current Liabilities:

<S>                                                               <C>            <C>
Accounts Payable - Note 15                                        $ 1,063,450    $   650,447

Payroll Liabilities                                                   113,073         54,920

Accrued Liabilities                                                    57,593            -0-

Deferred Revenue - Notes 1 & 9                                        468,021      1,990,203

Income Tax Payable - Notes 1 & 2                                          100            -0-

Line of Credit - Note 13                                               20,333        273,909

Notes Payable to related parties - Note 4                             110,000         45,000

Notes Payable - Other  - Note 16                                       50,000            -0-

Current portion of long-term debts                                     41,412          9,496
                                                                  -----------    -----------

Total Current Liabilities                                           1,923,982      3,023,975

Long-Term Liabilities:

Notes Payable net of current portion - Note 12                        222,911         50,000

Leases Payable net of current portion - Note 12                        58,350         20,135
                                                                  -----------    -----------

Total Long-Term Liabilities                                           281,261         70,135
                                                                  -----------    -----------

Total Liabilities                                                   2,205,243      3,094,110

Stockholders' Deficit:
Preferred stock--5,000,000 shares authorized, $.001 par value,
-0- shares outstanding                                                    -0-            -0-
Common stock -- 90,000,000 shares authorized, $.001 par value;
9,305,600 and 8,687,600 shares issued and outstanding - Note 11         9,306          8,688

Additional Paid In Capital                                            432,461        309,479

Accumulated Surplus/(deficit)                                      (1,389,953)    (1,384,226)
                                                                  -----------    -----------

Total Stockholders' Deficit                                          (948,186)    (1,066,059)
                                                                  -----------    -----------
Total Liabilities & Stockholders' Deficit                         $ 1,257,057    $ 2,028,051
                                                                  ===========    ===========
</TABLE>

                 See accompanying notes to financial statements


                                       19
<PAGE>

                                Global Web, Inc.
                      Consolidated Statements of Operations
                 For the Years Ending December 31, 2001 and 2000

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

Revenues:

Monthly Hosting Fees                  $    393,314    $    430,602

Business Seminar Fees                    7,971,291       5,164,835

Telemarketing Sales                      3,589,581       1,240,583

Merchant Account Fee Revenue                81,394           2,179

Financing Revenue and Fees                 300,173          21,323
                                      ------------    ------------
Total Revenues                          12,335,753       6,859,522

Expenses:

Seminar Expenses                         6,760,764       5,293,288

Telemarketing Expenses                   1,710,399         600,670

General and Administrative Expenses      3,709,713       2,230,660
                                      ------------    ------------
Total Expenses                          12,180,876       8,124,618
                                      ------------    ------------

Net Income from Operations                 154,877      (1,265,096)


Interest Expense                          (127,247)         (8,434)


Loss on Disposal of Equipment              (33,022)           --
                                      ------------    ------------

Net Loss before Taxes                       (5,392)     (1,273,530)


Income Tax Provision (Benefit)                 335         (23,041)

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

Net (Loss)                            $     (5,727)   $ (1,250,489)
                                      ============    ============



Loss per share                               (0.01)          (0.14)

Weighted average shares outstanding      8,822,850       8,669,342

                 See accompanying notes to financial statements


                                       20
<PAGE>

<TABLE>
<CAPTION>

                                GLOBAL WEB, INC.
            Consolidated Statements of Stockholders' Equity/(Deficit)
                 For the Years Ended December 31, 2001 and 2000



                                                                         Additional     Accumulated          Total
                                             Number of         Common     Paid-in    Deficit/ Retained   Stockholders'
                                               Shares          Stock      Capital        Earnings       Equity/(Deficit)
                                           -----------------------------------------------------------------------------
<S>                                          <C>         <C>           <C>           <C>                 <C>
Balance, December 31, 1999                   8,564,500   $     8,565   $   284,982   $  (133,737)        $   159,810

Issued shares for services at $.20 per
share, March 6, 2000 (Note 11)                 115,000           115        22,885          --                23,000
Issued shares for services at $.20 per
share, November 20, 2000 (Note 11)               8,100             8         1,612          --                 1,620
Net loss for the year ended December 31,
                                    2000          --            --            --      (1,250,489)         (1,250,489)
                                           -----------   -----------   -----------   -----------         -----------
Balance, December 31, 2000                   8,687,600   $     8,688   $   309,479   $(1,384,226)        $(1,066,059)

Issued shares for services at $.20 per
share, March 6, 2001 (Note 11)                  55,000            55        10,945          --                11,000
Issued shares for services at $.20 per
share, May 29, 2001 (Note 11)                   83,000            83        16,517          --                16,600
Issued shares for services at $.20 per
share, October 5, 2001 (Note 11)               380,000           380        75,620          --                76,000
Issued shares for services at $.20 per
share, October 22, 2001 (Note 11)              100,000           100        19,900          --                20,000
Net loss for the year ended December 31,
                                    2001          --            --            --          (5,727)             (5,727)
                                           -----------   -----------   -----------   -----------         -----------
Balance, December 31, 2001                   9,305,600   $     9,306   $   432,461   $(1,389,953)        $  (948,186)
                                           ===========   ===========   ===========   ===========         ===========

</TABLE>
                 See accompanying notes to financial statements


                                       21
<PAGE>

<TABLE>
<CAPTION>

                                GLOBAL WEB, INC.
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2001 and 2000

                                                                        2001              2000
                                                                   -----------         -----------
<S>                                                                <C>                 <C>
Cash Flows From Operating Activities
Net (Loss)                                                         $    (5,727)        $(1,250,489)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization                                           73,290              38,558
Loss on Disposal of Equipment                                           33,022                 -0-
Bad debt expense                                                     1,431,991             613,646
Issued stock for services                                              123,600              24,620
(Increase) in accounts receivable                                   (3,252,411)         (1,926,311)
Decrease (increase) in prepaid expenses                                343,220            (312,947)
Increase in current liabilities                                        563,849             442,784
(Decrease) increase in deferred revenue                             (1,522,181)          1,970,111
Increase (decrease) in deferred taxes                                   13,012             (23,180)
                                                                   -----------         -----------
Net Cash (Used for) Operating Activities                            (2,198,335)           (423,208)
Cash Flows From Investing Activities
Lease Deposits                                                             -0-              (8,522)
Merchant reserves                                                       27,011             (45,708)
Purchases of property and equipment                                   (155,175)            (93,490)
                                                                   -----------         -----------
Net Cash Used for Investing Activities                                (128,164)           (147,720)
Cash Flows From Financing Activities
Sale of long-term receivables - Note 14                              2,276,098                 -0-
(Decrease) increase in line of credit                                 (253,576)            265,017
Increase in long term debt                                             323,041             104,902
                                                                   -----------         -----------
Net Cash Provided by Financing Activities                            2,345,563             369,919
                                                                   -----------         -----------
Net Increase (Decrease) in Cash                                         19,064            (201,009)
Beginning Cash Balance                                                  11,173             212,182
                                                                   -----------         -----------
Ending Cash Balance                                                $    30,237         $    11,173
                                                                   ===========         ===========
Supplemental Disclosure Information:
   Cash paid during the year for interest                          $   116,847         $     8,391
   Cash paid during the year for income taxes                      $       335         $    17,435

</TABLE>

                 See accompanying notes to financial statements

                                       22
<PAGE>


                                GLOBAL WEB, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2001

NOTE 1        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              ------------------------------------------------------------

                The Company (Global Web,  Inc.(Parent))  was organized under the
                laws of the state of Utah on September  6, 1985 as BP 150,  Inc.
                The Company was  incorporated  for the purpose of  investing  in
                business opportunities. In 1987, the Company changed its name to
                American  Restaurant  Management,   Inc.  and  invested  in  and
                operated  a  restaurant  franchise.  The  restaurant  enterprise
                failed in 1989 and the  Company  did not engage in any  business
                from that date until March 1999,  when the Company  acquired all
                of the outstanding shares of Global Web, Inc.  (Subsidiary).  In
                March 1999, the Company (Global Web, Inc.  (Parent)) changed its
                name from American  Restaurant  Management,  Inc. to Global Web,
                Inc.

                Global Web, Inc.  (Subsidiary) was originally  created on August
                14,  1997 in the  state of Utah  for the  purpose  of  providing
                hosting,  design, and consultation services for web pages on the
                Internet.

                In October  1997,  Global  Web,  Inc.  (Subsidiary)  created and
                merged with a Nevada  corporation having the same name, with the
                ultimate  operating  entity being a Nevada  corporation.  At the
                same  time,  the  Utah   Corporation   (Global  Web,  Inc.)  was
                dissolved.

                Global Web,  Inc.  (Subsidiary)  was created with two classes of
                stock:   45,000,000   shares  authorized  of  common  stock  and
                5,000,000 shares  authorized of preferred stock, each with $.001
                par value.  The  preferred  stock has the  voting  rights of one
                thousand votes per share, but has no preferences or rights as to
                dividends,     redemptions,     dissolutions,     distributions,
                conversions,  or  exchanges.  At the  time of the  name  change,
                Global  Web,  Inc.  (Parent)  effected  a change in its  capital
                structure.  The  capitalization  of the  Company  was changed to
                common stock authorized  90,000,000 shares,  $.001 par value and
                preferred stock authorized 5,000,000 shares, $.001 par value.

                In July 2000, the Company formed a wholly owned subsidiary known
                as National First Financial,  Inc. (National).  This corporation
                was  created to  administer  leases of  licenses  to use virtual
                credit  card  terminals   sold  in  conjunction   with  merchant
                accounts,   which  the  Company  markets  with  its  web-hosting
                services.

              BASIS FOR CONSOLIDATION
              -----------------------

                The three  companies  (Parent,  Subsidiary,  and  National)  are
                combined  into  Global  Web,  Inc.,  a  consolidated   group  of
                corporations known in this report as the Company. The accounting
                for the  acquisition  of all  the  stock  of  Global  Web,  Inc.
                (Subsidiary) is treated as a "reverse  acquisition"  whereby the
                stockholders  of the  acquired  corporation  (Global  Web,  Inc.
                (Subsidiary))  took  control of the parent  corporation  (Global
                Web, Inc.  (Parent)).  The  financial  statements of the Company
                have been  prepared in  accordance  with  accounting  principles
                generally  accepted  in  the  United  States  of  America.   The
                consolidated  financial  statements  of the Company  include the
                accounts of Global Web, Inc. and its wholly owned  subsidiaries.
                All significant intercompany transactions have been eliminated.


                                       23
<PAGE>


                                GLOBAL WEB, INC.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 2001

              INCOME PER SHARE

                The  computation of income per share of common stock is based on
                the weighted  average  number of shares  outstanding  during the
                period.

NOTE 1        ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT   ACCOUNTING  POLICIES
              [CONTINUED]
              ------------------------------------------------------------

              USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
              -----------------------------------------------------------

                 The  preparation of financial  statements in conformity with U.
                S. 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.

              PROPERTY & EQUIPMENT
              --------------------

                Property  and  equipment  are  recorded  at  cost.  Repairs  and
                maintenance are charged to operations and renewals and additions
                are  capitalized.  Depreciation is based on the estimated useful
                life of the assets (2 to 7 years),  either on a straight line or
                declining balance basis.

              STATEMENT OF CASH FLOWS
              -----------------------

                For  purposes  of the  statements  of cash  flows,  the  Company
                considers  cash on hand and on  deposit in the banks to be cash.
                The Company had $30,237 and $11,173 in cash at December 31, 2001
                and 2000, respectively.

              DEFERRED INCOME TAXES
              ---------------------

                The Company applies Financial  Accounting Standards Board (FASB)
                Statement  of  Financial  Accounting  Standard  (SFAS) No.  109,
                "Accounting  For  Income  Taxes",   which  uses  the  asset  and
                liability  method of accounting for income taxes.  The asset and
                liability  method  requires  that the  current or  deferred  tax
                consequences   of  all  events   recognized   in  the  financial
                statements be measured by applying the provisions of enacted tax
                laws to  determine  the amount of taxes  payable  or  refundable
                currently or in future years. See Note 2 below.

              REVENUE RECOGNITION
              -------------------

                The Company recognizes revenue in accordance with the Securities
                and Exchange  Commission,  Staff  Accounting  Bulletin (SAB) no.
                101,  "Revenue  Recognition  in Financial  Statements."  SAB 101
                clarifies   application   of   generally   accepted   accounting
                principles to revenue transactions. The Company also follows SOP
                97-2.

                Seminar  Revenues  include  Distributor  sign-up fees,  web site
                sales and leases of virtual credit card  terminals.  The sign-up
                fees and web site sales are  deferred  and  recognized  over the
                period  of time  that  services  are  expected  to be  provided,
                generally one year. The leases are recognized  when executed and
                the  merchant  account is approved.  See note 14.  Telemarketing
                revenues  include  web  site  sales,   mentoring  programs,  and
                advertising  programs  which are  recognized  over the period of
                time services are expected to be performed  (generally  from two
                months to one year).  Monthly  service fees are  recognized on a
                monthly  basis.  Financing  revenues are recognized on leases as
                payments are received.

              SOFTWARE COSTS
              --------------

                Costs  incurred to establish the  technological  feasibility  of
                software  products to be sold,  leased or otherwise  marketed by
                the Company  are  expensed as  research  and  development.  Once
                technological feasibility is established,  costs are capitalized
                until the product is available for general release to customers.
                Capitalized  costs are amortized on a  product-by-product  basis
                and using  straight-line  methods over the established  economic
                life of the product.


                                       24
<PAGE>


                                GLOBAL WEB, INC.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 2001

NOTE 2        INCOME TAXES

                The tax  effects  of  temporary  differences  that  give rise to
                significant  portions of the  deferred tax items at December 31,
                2001 are summarized  below. Tax rate includes 34% federal and 5%
                state.
<TABLE>
<CAPTION>

                      Deferred tax items                                   Balance           Tax           Rate
                      ------------------------------------------------- --------------- -------------- -----------------

<S>                                                                         <C>              <C>           <C>
                         Loss carryforward (expires 2021)                   $1,396,821       $544,760      39%

                         Allowance for uncollectible merchant
                         contract receivable                                   865,595        337,582      39%

                         Deferred income on contracts                       (1,442,487)      (562,570)     39%

                         Accumulated Depreciation                              (16,449)        (6,415)     39%

                         Deferred Revenue                                      468,022        182,529      39%

                         Valuation allowance                                                 (495,886)
                                                                                        --------------

                              Deferred tax asset                                                 $-0-
                                                                                        ==============
</TABLE>

                The  Company  has  a  net  deferred  tax  asset.  The  valuation
                allowance  has  increased by $2103 from the prior year amount of
                $493,783.

                The  current  year  income tax  provision  is made up of minimum
franchise and incorporation taxes.

NOTE 3        PREPAID EXPENSES
              ----------------

                The company incurs  upfront costs such as printing,  postage and
                airfare in  connection  with  seminars in advance of the seminar
                date.  These expenses are reported as prepaid expenses until the
                actual date of the seminar in order to match the  expenses  with
                the  revenues  of the  seminars.  The  Company  had  no  prepaid
                expenses as of December 31, 2001 and $343,220 as of December 31,
                2000.

NOTE 4        RELATED-PARTY TRANSACTIONS
              --------------------------

                The Company  purchases mailing lists from a related entity which
                is owned by a major  shareholder.  For the years  2001 and 2000,
                the Company paid  $643,495 and  $787,563,  respectively,  to the
                related party. The amounts due, included in accounts payable, at
                December  31,  2001  and  2000  were   $173,901  and   $130,230,
                respectively. In January 2001, this related party loaned $34,000
                to the Company to provide  working  capital.  The principal plus
                annual interest at 10% is due on demand, and is unsecured.

                 An officer  and  shareholder  has loaned  money to the  Company
                during 2000 and 2001 to provide additional working capital.  The
                Company is paying  interest  monthly on the note payable at 9.5%
                APR. The  principal  balance of $ 76,000 is due on demand and is
                unsecured.

NOTE 5        DEPOSITORY RESERVE
              ------------------
                The  Company  has  maintained   several  merchant  accounts  for
                processing  credit  card  charges.  Some  of the  accounts  have
                historically   stipulated  that  the  merchant  account  company
                reserve a percentage of all charges up to a specified amount. As
                of December 31, 2001 and 2000, the Company has a reserve balance
                of $85,000 and $112,011, respectively.


                                       25
<PAGE>


                                GLOBAL WEB, INC.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 2001

NOTE 6        PROPERTY AND EQUIPMENT
              ----------------------

                The major  classes of assets as of the balance sheet date are as
follows:

<TABLE>
<CAPTION>
                                                                Accumulated
                    Asset Class                   Cost         Depreciation      Net           Method
                    -----------                   ----         ------------      ---           ------

<S>                                                <C>             <C>           <C>
       Leasehold Improvements                      $15,643         $ 1,564       $14,079         SL
       Office & Computer Equipment                 217,089          91,794       125,295         SL/DDB
       Furniture & Fixtures                         53,556           8,825        44,731         SL
       Software                                     42,686          36,713         5,973         SL
       Vehicle                                      27,066           4,511        22,555         SL
                                               ------------ --------------- -------------    ------------
       Total                                      $356,040        $143,407      $212,633
                                               ============ =============== =============    ============
</TABLE>

                The Company has acquired  approximately $92,845 in furniture and
                equipment  financed  through  capital  lease.  Depreciation  and
                amortization   expense   for  2001  and  2000,   including   the
                amortization  of assets  acquired by capital lease,  was $73,290
                and $38,558, respectively.  Software amortization (included with
                depreciation) was $4,183 and $9,374 for 2001 and 2000.

NOTE 7        OFFICE LEASE
              ------------

                In late  2000 the  Company  negotiated  a lease on its  facility
                (13,251  square  feet).  The Company  moved to this  facility in
                January  and  February  of 2001.  The  lease is for a five  year
                period  commencing  February 1, 2001.  The annual  minimum  rent
                payments remaining for the term of the lease are as follows:
                               2002                               171,024
                               2003                               177,865
                               2004                               184,980
                               2005                               192,379
                               2006                                16,083
                Additional  common area  maintenance  fees are  estimated  to be
                approximately $65,000,  annually. Rent expense for 2001 and 2000
                was $185,551 and $97,394, respectively.

NOTE 8        SIGNIFICANT CONCENTRATION OF CREDIT RISK
              ----------------------------------------

                The Company has no single customer that represents a significant
                portion of total revenues.  The Company's activities are limited
                only  by  access  to the  Internet  and  not  by any  geographic
                boundaries.  The  Company  extends  credit  on a  non-collateral
                basis.  Accordingly,  should  the  Company's  customers  fail to
                perform  according  to the terms of the  contract,  the  Company
                would be required to seek relief  through the legal system as an
                unsecured creditor.

NOTE 9        DEFERRED REVENUE
              ----------------

                As explained in Note 1, the company defers certain revenues over
                the time for which a servicing obligation exists. This treatment
                is in accordance  with SAB 101 as  enumerated by the  Securities
                and Exchange Commission.  The effects of applying the provisions
                of SAB 101 were not known when we filed the original  10-KSB for
                2000.  An  amended  10-KSB  for 2000 is in the  process of being
                filed. Deferral of these revenues and expenses has the following
                effect on the financial statements of the company:

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

    Revenues                      $   1,698,830          $ (2,381,434)
    Commission Expenses                (176,648)              391,231
    Income Tax Expense                 (593,651)              776,179
    Net Income                          928,531            (1,214,024)
                                  ==================    ================
    Deferred Revenue              $     468,021          $  1,990,203


                                       26
<PAGE>

                                GLOBAL WEB, INC.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 2001

NOTE 10       CONTINGENCIES/SUBSEQUENT EVENTS

                The  Company is  involved  in various  claims and legal  actions
                arising in the ordinary  course of  business.  In the opinion of
                management, the ultimate disposition of these matters taken as a
                whole will not have a material  adverse  effect on the Company's
                financial position.

                In April  1999,  the  Company  commenced  an action  seeking  to
                enforce  a  contract  between  the  Company  and  Home  Business
                Solutions and seeking  damages  against Joseph  Appleton for the
                appropriation  of  sensitive  and  confidential  information  of
                Global Web. Home Business  Solutions,  Inc. filed a counterclaim
                seeking damages.  During 2001 both parties agreed to dismiss the
                action and the  counterclaim  with each party  bearing its costs
                and fees.

                The Company has been named as a defendant in a matter  captioned
                Executive  Credit  Services,  L. C. dba  E-Commerce  Exchange v.
                Global Web,  Inc. The Complaint  seeks damages of  approximately
                $61,555,  for breach of  contract.  The Company has  asserted an
                offset and a counterclaim for breach of contract and a claim for
                interference with economic  relationship.  No liability has been
                anticipated nor accrued.

                 Another plaintiff was awarded damages of approximately $11,700.
                The Company has made partial payment on this obligation.

                The Company has resolved  another  complaint  by making  monthly
                payments  against  an  amount  due to a  trucking  company.  The
                current balance due is approximately $5,700.

                The Company has been named as a defendant in a matter  captioned
                Precision  Litho,  Inc. v. Global Web,  Inc.  The  Plaintiff  is
                seeking  relief  in the  amount  of  $112,476.  The  Company  is
                currently  attempting  to resolve  this  matter.  A liability of
                approximately  $93,000  has been  recorded  as part of  accounts
                payable.

                 As a result  of a  customer  complaint,  the Utah  Division  of
                Consumer  Protection  (Division) has alleged that the Company is
                not in compliance with the Utah Business Opportunity  Disclosure
                Act (Act).  The  Division  has ordered  that the Company  should
                cease all activities that are in violation of the Act.  Further,
                the Company was fined  $2,000.  The Company  continues to appeal
                the order.

                In a matter  captioned  Media  Source,  Inc. v. Global Web,  the
                Plaintiff  is  seeking   $155,870.   The  Company  has  filed  a
                counterclaim and is defending the action. The Company includes a
                liability to this entity in accounts  payable for  approximately
                $31,000.

NOTE 11       COMMON STOCK

                In  2001,   the  Company   issued  shares  of  common  stock  to
individuals in the following manner:
<TABLE>
<CAPTION>

               Date                   Shares               Consideration         Value per share      Total Value
               ---------------------- -------------------- --------------------- -------------------- --------------------
<S>                  <C>                           <C>                                  <C>                       <C>
               March 6, 2001                       55,000  For consulting               $0.20                     $11,000
               May 29, 2001                        83,000  For services                  0.20                      16,600
               October 5, 2001                    380,000  For services                  0.20                      76,000
               October 22, 2001                   100,000  For services                  0.20                      20,000
                                      --------------------                                            --------------------
                    Total                         618,000                                                        $123,600
</TABLE>

                In  2000,   the  Company   issued  shares  of  common  stock  to
individuals in the following manner:
<TABLE>
<CAPTION>

               Date                     Shares             Consideration          Value per share     Total Value
               ------------------------ ------------------ ---------------------- ------------------- --------------------
<S>                  <C>                          <C>                                   <C>                       <C>
               March 6, 2000                      115,000  For services                 $0.20                     $23,000
               November 20, 2000                    8,100  For services                  0.20                       1,620
                                        ------------------                                            --------------------
                    Total                         123,100                                                         $24,620
</TABLE>


                                       27
<PAGE>


                                GLOBAL WEB, INC.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 2001

NOTE 12       LONG TERM DEBT

                The  Company  has  entered  into  three  capital  leases for the
                purchase of office furniture & equipment as follows.
<TABLE>
<CAPTION>

                  Description                     Balance at 12/31/01      Monthly Payment              Final Maturity
                  -----------                     -------------------      ---------------              --------------
<S>               <C>                                              <C>                      <C>                  <C>
                  Furniture & Equipment                            $3,207                   $819              June 2002
                  Copier/scanner                                   13,464                    377           October 2005
                  Telephone Equipment                              41,288                  1,401          December 2004
                                                  ------------------------ ----------------------
                                                                  $57,959                 $2,597
</TABLE>

                The following  table shows the required  lease  payments for the
term of the contracts.
<TABLE>
<CAPTION>


                                Year         Interest             Principal           Total Payment
                                ---------    ----------------                        --------------------


<S>                             <C>                 <C>               <C>                         <C>
                                2002                $  6,866          $  19,778                   26,644

                                2003                   3,948             16,914                   20,862

                                2004                   1,634             19,228                   20,862

                                2005                     657              2,039                    2,696
                                             ----------------    ---------------     --------------------

                                Totals              $ 13,105          $  57,959                  $71,064
                                             ================    ===============     ====================
</TABLE>

                The  Company has two  installment  loans  payable to  commercial
banks.
<TABLE>
<CAPTION>

                                         Interest
                 Description             rate        Maturity      12/31/01 balance   Payment        Security
                 -----------             ----        --------      ----------------   -------        --------

                  <S>                     <C>        <C>            <C>             <C>            <C>
                  Installment Loan        8.75%      June 2004       $240,776        $ 3,150       Receivables & other
                                                                                                    property
                   Automobile Loan        10.41%     Jan. 2007         23,938            507        Automobile
                                                                   ------------

                                                                      $264,714
                                                                   ============
</TABLE>

                Below is a schedule of principal payments through maturity.

              Year                  Principal payments
     --------------------------      -------------------------
               2002                                   $21,634
               2003                                    23,235
               2004                                   208,493
               2005                                     5,143
               2006                                     6,209
                                     -------------------------
               Total                                 $264,714

NOTE 13       LINE OF CREDIT
              --------------

                The  Company has a  revolving  line of credit with a  commercial
                bank.  The  credit  limit is $25,000  and the loan bears  annual
                interest  at  a  rate  of  10%.  Monthly  minimum  payments  are
                automatically  withdrawn  from the  Company's  checking  account
                unless payment is made by check or other method.


                                       28
<PAGE>

                                GLOBAL WEB, INC.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 2001

NOTE 14       LEASE CONTRACTS RECEIVABLE
              --------------------------
                As noted in Note 1,  Global  Web,  Inc.  formed  National  First
                Financial,  Inc. to administer leases of licenses to use virtual
                credit  card  terminals   sold  in  conjunction   with  merchant
                accounts. At December 31, 2001 the Company recorded the value of
                these leases ($1,779,782) on their books as sales-type leases in
                accordance   with  the  provisions  of  Statement  of  Financial
                Accounting  Standards (SFAS) No. 13, "Accounting for Leases", as
                amended by SFAS No. 91 and 98. An  allowance  has been set up to
                provide for  uncollectible  leases  ($865,595).  Differences  in
                accounting  for these lease  contracts for book and tax purposes
                gives rise to a net deferred tax liability (see Note 2) which is
                included on the balance sheet.

                 This  receivable is comprised of  approximately  880 contracts.
                Each  non-cancelable  agreement  calls for an initial payment of
                $69.95 plus 47 monthly payments of the same amount. The customer
                has the option of paying  cash for the  service  of  $2,195,  or
                financing  over  48  months.  The  Company  has  estimated  that
                potentially  one  half  of  the  contracts   funded  may  become
                uncollectible  over the contract period.  This estimate is based
                on a short history of activity  with these  accounts and as well
                as feedback from the Company's  previous funding source.  Future
                minimum payments to be received are as follows:

             Year                        Principal             Interest
             ----                        ---------             --------
             2002                         $337,295             $401,377
             2002                          430,168              308,504
             2003                          548,614              190,058
             2004                          463,705               45,142
                             ---------------------- --------------------
                                        $1,779,782             $945,081
                             ====================== ====================

                During 1999 and part of 2000 the company  acted as a sales agent
                for another  company in the marketing of these  leases.  In July
                2000,  the  company  decided  to begin  marketing  these  leases
                directly and made  arrangements  to fund them  through  National
                First Financial, a wholly-owned  subsidiary.  In April 2001, the
                need for  additional  working  capital made it necessary for the
                company  to seek  external  financing  of  some  of the  leases.
                Accordingly, the Company began selling a limited number of lease
                contracts to third parties. These contracts are accounted for as
                sales  in  accordance   with  the  provisions  of  Statement  of
                Financial  Accounting  Standards (SFAS) No. 140, "Accounting for
                Transfers and Servicing of Financial Assets and  Extinguishments
                of Liabilities," in that the company has surrendered  control of
                these  leases to the  financing  companies in exchange for cash.
                There are no  requirements  to repurchase or redeem these leases
                at maturity.


NOTE 15       ASSIGNMENT OF ACCOUNTS PAYABLE
              ------------------------------
                In November  2001,  the Company  entered into an agreement  with
                American Finasco (Finasco) wherein Finasco would act as agent of
                the Company to negotiate a reduction in certain accounts payable
                with major  creditors.  The agreement  provides that the company
                will pay to Finasco 25% of the effected savings for claims up to
                $100,000 and 20% of the savings for claims over $100,000.  As of
                the date of the filing of these statements,  agreements had been
                reached with four of the creditors for a net savings of $13,694.
                No  adjustments  have been made in the  financial  statements to
                reflect these savings.

                                       29
<PAGE>



                                GLOBAL WEB, INC.
             Notes to Consolidated Financial Statements (Continued)
                                December 31, 2001


NOTE 16       NOTE PAYABLE/STOCK WARRANTS
              ---------------------------

                To  accommodate  future  financing  needs  of the  Company,  the
                directors  authorized  the  sale of  promissory  notes  up to an
                amount of $500,000 and to issue  warrants based on the amount of
                notes sold at the rate of thirty  percent  or 150,000  warrants.
                These  warrants  have a term of two years and expire on November
                30, 2002.  They are  exercisable at the price of $1.00 per share
                for the Company's  $.001 par common stock.  Upon  issuance,  the
                warrant  shares  are  "unregistered"  and  "restricted".  As  of
                December  31, 2001,  one note had been issued for  $50,000.  The
                note is pre-payable without penalty provided that ten days prior
                notice is made. The note bears simple interest at ten percent to
                be paid annually.  As of December 31, 2001, no warrants had been
                exercised.  The market value of the Company's  stock on the date
                the  warrants  were  issued  was  approximately  $1.00,  thus no
                compensation expense or equity has been recorded.

                The Company has adopted the  disclosure  provisions of Statement
                of Financial  Accounting  Standards (SFAS) No. 123,  "Accounting
                for Stock Based  Compensation."  The weighted average fair value
                per share of options  granted in 2000 was  approximately  $0.18,
                all of  which  were  granted  with an  exercise  price  equal to
                estimated fair market value at the date of grant. The fair value
                of these options was estimated as of the date of grant using the
                Black-Scholes   option   pricing   model   with  the   following
                assumption:  no volatility;  risk-free  interest rate of 10%; no
                dividend yield; and expected life of two years.

NOTE 17       POST RETIREMENT BENEFIT PLAN
              ----------------------------

                The Company provides and maintains a 401(k) defined contribution
                savings  plan for its  full-time  employees.  All plan funds are
                invested  through   independent   third  parties.   No  mandated
                contribution  is  required  by the  plan.  The  Company  made no
                contribution to the plan for 2001 or 2000.

NOTE 18       GOING CONCERN/LIQUIDITY
              -----------------------

              The Company has  accumulated  losses for the years ended  December
              31,  2001 and 2000  totaling  $1.2  million,  has had  significant
              negative  cash flow  from  operations,  and has a working  capital
              deficiency. The Company's ability to achieve a level of profitable
              operations  and/or  additional  financing  impacts  the  Company's
              ability to continue as it is presently  organized.  These  factors
              raise substantial doubt about the Company's ability to continue as
              a going concern.

              Management  plans include  increasing  revenue through  additional
              marketing  and  refining  its  business  plan and through  raising
              additional  capital as  needed.  The  Company  is also  working to
              reduce  debts by selling  receivables  and through the  assistance
              noted in NOTE 15. The  financial  statements  do not  include  any
              adjustments   that  might   result   from  the   outcome  of  this
              uncertainty.


                                       30
<PAGE>


Item 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS

  During the calendar year 2001 there were no changes or disagreements  with our
accountants.

PART III.

Item 9. DIRECTORS AND OFFICERS OF THE REGISTRANT

  The executive officers and directors of the Company are as follows:

         Name, Age and Office
         --------------------
         Lee Burbidge, 60, Chairman, Board of Directors and Secretary
         Brae Burbidge, 35, Director and President
         Douglas Owen 61, Director

  The following are biographical summaries of the experience of the officers and
directors of the Company.

  Lee Burbidge  attended the  University  of Utah and Brigham  Young  University
where he  studied  Hispanic-American  relations  and  business  management.  Mr.
Burbidge is one of founders of the Company.  Over the past twenty-five years Mr.
Burbidge has been active in real estate development for projects in which he has
an interest and for others.  He was a  development  and  syndication  consultant
throughout the Western  United States and Canada.  He owned and financed new car
franchises and a lease company. He was a partner in Foodstuff  International,  a
multinational foodstuff dehydration facility in Mexico.

Mr. Burbidge is the sole owner of Lee Burbidge, Inc., and first Realty Advisors.
Lee E.  Burbidge,  Inc., is a corporation  that offers for sale an  audio-visual
workbook  called "For Sale by Owner",  a service  designed to assist  individual
homeowners to sell their real property without hiring a real estate agent. First
Realty Advisors is a commercial real estate brokerage  development  corporation.
Mr.  Burbidge  is an officer and a director of  StarGate  Global,  Inc.,  a Utah
corporation.

                                       31
<PAGE>

Brae Burbidge  received in 1992 a Bachelor of Arts degree from the University of
Utah in political  science and  accounting.  While at the University of Utah Mr.
Burbidge served an internship at the U.S.  Supreme Court. In 1996 he founded and
developed  Stargate  Marketplace,  an Internet mall. Mr. Burbidge  developed the
concept  for the mall and guided  its  development  to  completion.  Later,  Mr.
Burbidge transferred the mall to StarGate Global,  Inc., a Utah corporation.  He
was one of the  founders of that  company and is an officer and a director.  Mr.
Burbidge has extensive experience improving the marketing  capabilities of small
businesses and entrepreneurs.  Also, Mr. Burbidge is a director of Q-Comm, Inc.,
a public company.

Douglas Owen attended the University of Utah and studied Business Administration
and  Marketing.  For the past  twenty  years he has  specialized  in real estate
development and marketing in Utah, Washington,  California,  New York, Kentucky,
Tennessee,  and Arizona. Mr. Owen is a licensed real estate agent in Arizona and
California.  He has provided  consulting services to several major corporations.
Presently, Mr. Owen is the President of Uni-Med Realty Advisors, Inc.

  All Directors hold office until the next annual meeting of shareholders of the
Company or until their successors have been elected.  All officers are appointed
annually by the Board of Directors and serve at the discretion of the Board.

  Directors will be reimbursed for any expenses incurred in attending Directors'
meetings.  We also intend to obtain Officers and Directors liability  insurance,
although no assurance can be given that we will be able to do so.

  None of the  officers  or  directors  of the  Company has during the past five
years, been involved in any events such as petitions in bankruptcy, receivership
or  insolvency,  criminal  proceedings  or  proceedings  relating to  securities
violations.

Significant Employees and Managers

  None.

Timely Reports

  Based  solely  upon a review of the  reports on Forms 4 and 5  received  by us
pursuant to Rule  16a-3(e) it appears that  approximately  seventeen  forms were
required to be filed and  approximately ten were filed late. No report was filed
more than eight days late.



                                       32
<PAGE>
Item 10. Executive Compensation

  Currently we have no employment agreement with any of our officers,  directors
or employees.  During the year ended December 31, 2001,  Brae Burbidge  received
compensation  of $71,387 and benefits of  approximately  $10,114 and received no
other  compensation.  Mr. Lee  Burbidge  received  compensation  of $71,040  and
benefits of approximately $9,146 and received no other compensation.

Employment Agreements

  We have no  employment  agreements  or  contracts  with  any  employees.  Each
employee has signed a non-disclosure  agreement with us. We have no stock option
or incentive  plans. As of December 31, 2001,  there were no warrants or options
issued or outstanding to officers or employees.

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

  The  following  table  sets forth  certain  information  known to the  Company
regarding  beneficial ownership of the Company's Common Stock as of December 31,
2001, by (i) each person known by the Company to own,  directly or beneficially,
more  than  5% of the  Company's  Common  Stock,  (ii)  each  of  the  Company's
directors,  and (iii) all  officers  and  directors  of the  Company as a group.
Except as otherwise  indicated,  the Company believes that the beneficial owners
of the Common Stock listed below, based on information furnished by such owners,
have sole  investment  and voting power with respect to such shares,  subject to
community property laws, where applicable.

Name and Address               Amount and Nature of           Percent
of Beneficial Owner            Beneficial Ownership         Of Class(1)
-------------------            --------------------         -----------
Lee Burbidge                   1,588,600                         17
11814 So. Election
Road, No. 100
Draper, Utah

Brae Burbidge                  1,994,100                         21
11814 So. Election
Road, No. 100
Draper, Utah

Douglas Owen                     100,000                          1
1601 Dove Street
Newport Beach, CA 92660

All Executive Officers &       3,682,700                         40
Directors as a Group


                                       33
<PAGE>





Bret Burbidge                  1,980,500                         21
6299 Jamestown Circle
Salt Lake City, Utah

Wallace Boyack                 1,837,970                         20
350 South 400 East
No. 105
Salt Lake City, Utah

          (1)  Based on  9,305,600  shares  of common  stock  outstanding  as of
December 31, 2001.

   Lee Burbidge is the father of Brae Burbidge and Bret Burbidge.

Item 12. Certain Relationships and Related Transactions

  During  2000 and 2001  Wallace  Boyack  performed  legal  services  for us and
received compensation less than $60,000 per year.

  In addition, the following transactions occurred in which officers,  directors
or five per cent shareholders had an interest.

  Relatives of the Burbidges, who are employees,  received total compensation of
less than $60,000 per year in each of the last two years. In addition, a company
owned and controlled in part by a major  shareholder sold leads to us and shared
costs of sponsoring  seminars and also shared in the  proceeds.  In 2001 we paid
the  company  $643,495  and on  December  31,  2001,  we had a balance  owing of
$173,901.  In addition,  the wife of a major  shareholder  received  benefits of
approximately $6,540 for providing benefit consulting services.

  Dan Owen, who was a supervisor in our  accounting  department and the son of a
director, during 2001 received compensation that was less than $60,000.

  In addition, We host StarGate Market Place, an Internet mall owned by StarGate
Global,  Inc.,  a  company  owned  by  our  four  primary  shareholders.   Those
shareholders are Brae Burbidge, Lee Burbidge, Bret Burbidge, and Wallace Boyack.
We are paid our costs plus ten per cent for our services.

                                       34
<PAGE>


Loans from officers and Shareholders.

           A major  shareholder  loaned us  $20,000  in  January  2001 which was
repaid.  An officer loaned us an additional  $35,000 for working  capital needs,
and a major shareholder  loaned us $34,000 bearing interest at 10 per cent. Both
are demand loans.

Recent sales and issuance of securities.

  In October 2001,  the directors  authorized  the issuance of 480,000 shares of
common stock to certain individuals for compensation and consulting services.

PART IV

Item 13.  Exhibits and Reports on Form 8-K
        a. Exhibits
        No.   Description
        3 (i)  Articles of Incorporation-filed on August 11, 1999.
          (ii) Amendments to Articles of Incorporation-filed on August 11,1999.
          (iii)Bylaws-filed on August 11, 1999.
        10    Stock Purchase Agreement-filed on August 11, 1999.
        21    Subsidiary of the Registrant-filed on September 24, 1999.


b. Reports on Form 8-K.
  On March 1, 2002, we filed a report on Form 8-K to disclose certain matters.


                                       35
<PAGE>


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.

   GLOBAL WEB, INC.

   By s/Brae Burbidge
      --------------
        Brae Burbidge
        Title: President, Chief Executive Officer,and Chief
               Financial Officer (Principal Executive and Financial Officer)


                                     Date: April 15, 2002
                                           --------------

DIRECTORS


s/Brae Burbidge
--------------------------
  BRAE BURBIDGE, DIRECTOR
  Date: April 15, 2002
        --------------

s/Lee Burbidge
-------------------------
  LEE BURBIDGE, Director
  Date: April 15, 2002
        --------------


                                       36
<PAGE>