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, 2000.

[ ]      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: $434,527

         The aggregate  market value of voting stock held by non-  affiliates of
the registrant on December 31, 2000, was approximately $190,000.

         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, 2000,
there were outstanding  8,687,600 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
                                                    ---   --

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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.

   Upon  subscription,  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  is used by  novices  and
professionals.

   As part of 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. Through marketing affiliations 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.

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Through our subsidiary  National First  Financial,  Inc., we have the ability to
provide lease financing.  Previously we sold the leases on a discounted basis to
a third party. By self-financing the leases our assets base has grown as well as
revenues. In the past we have sold as many as 400 leases per month.

   We believe our  products  and  services  provide  subscribers  with the tools
necessary  to utilize the full  potential  and  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 development of our easy-to-use web site builder and our
e-commerce  applications  we have made  access to the  Internet  and  e-commerce
available to individuals and small businesses.

   We offer different packages. Monthly prices range from approximately $9.95 to
$34.95.  Presently we offer four  different  packages.  Generally,  a subscriber
paying the higher monthly subscription  receives more services.  Packages differ
by the services provided such as numbers 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 provide  guidance to subscribers to assist in the  development  and
use of web sites and web pages. For a fee we provide  additional  training.  Our
experience  has been to sell more  packages in the higher  price  ranges.  Other
value-added  services are  offered.  Management  believes  that our products and
services provide business applications for small businesses.

   We have a real estate  utility and database  application  with a 360 - degree
digital  photography  module.  The database  provides for on-line  sales but the
application  is simple  to use.  We have  developed  this  application,  but our
marketing has been limited.

   We have  developed  a  web-based  real-time  database  (RTDB).  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  report may be created.  From
time to time new features may be added.

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   We recently produced a thirty minute infomercial entitled "Internet On-ramp."
We anticipate testing the infomercial in the near future.  Then we will evaluate
a larger scale marketing  effort.  Essentially  the infomercial  will be another
marketing  tool for our products and  services.  We have not had any  experience
marketing through informercials.  Available funding will also be a consideration
as to any marketing plan developed for the infomercial.  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  Realty  Search.net,  a  commercial  real estate  Internet
network  service.  Commercial  real  estate  people will  subscribe  so they can
present on line  commercial  properties  that are for sale or lease in different
geographic locations. It will show property descriptions,  pictures,  prices and
other pertinent  information.  We anticipate that buyers,  sellers,  lessors and
lessees will use this service.  Our marketing efforts have been limited and will
be dependent on the availability of future funding.

   Mall-in-a-Box.com  is another  product we  developed.  It is an Internet mall
with simple utility.  With this product anyone may have an Internet mall. Clubs,
associations,  special interest  groups,  and collectors may join together in an
Internet  mall.  Our  management  believes  that the  Internet is  evolving  and
entering a new era.  Mall-in-a-Box  may be well received.  Any marketing  effort
will be dependent on the availability of future funding.

   We  believe  that the  huge  fees  for  Internet  services  which  were  once
commonplace  are  dwindling.  We believe that it is important to develop a broad

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customer  base for our  products  and  services  and we  constantly  have  under
consideration  different  means to expand the customer  base.  In the future our
expectation is to provide additional services to our customers.

  We anticipate  making trademark  filings 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 URL also
known as a Uniform Resource Locator. 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 make  arrangements to change the URL. We
believe that because of the  inconvenience  of changing the URL, it  discourages
subscribers from changing to another host.

  In 2000 we had no research and development expenses and in 1999 those expenses
were approximately $42,686.

  Presently,  Quicksitemaker  with its subscriber  base and leases  comprise the
main  components of our  business.  We cannot state a percentage of its revenues
derived  from web site  subscriptions  and from the  leases.  We may  bundle our
products  with other  services and  products  provided by us and others and then
market the products as a package.

  Presently we service  approximately  12,000  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.

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  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 web sites with ease.

   - Monthly subscription fees are competitive.
   - Marketing through seminars may give us an advantage.
   - When available or marketed our other products may provide a
     competitive advantage.

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

  We presently  market our product  through  seminars,  telemarketing  firms and
resellers.  Historically,  our primary  emphasis for gaining new  subscribers or
customers has been through seminars.  We sponsor the seminar where our web sites
and leases of the virtual  terminal  licenses are  marketed.  On almost a weekly
basis,  our  teams  conduct  e-commerce  workshops  with  small  and home  based
businesses.  At the seminar web sites are sold as a business service. A customer
may also becomes a reseller of web sites and e-commerce services.

  As a seminar sponsor we advance up-front costs such as printing, postage, site
rental, travel expenses, and lodging accommodations. At the seminars we may also
sell the products of other vendors.  We may also pay  commissions to others.  At
the  seminars  we provide to  purchasers  a three day right to cancel  after the
purchase.

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  To stage a seminar a site for the  seminar is  selected.  Typically  a lecture
hall at a hotel is reserved for a certain  date.  Then,  we advertise and invite
people to attend a seminar  or  workshop.  The  seminar or  workshop  is held as
planned and the products are presented and sold.

  We also 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.  Previously we received on a discounted  basis  immediate  funding for the
leases  from a third  party.  In  August  2000 we began to hold the  leases in a
subsidiary  and collect the monthly  lease  payments.  This caused us to receive
less cash on an aggregate basis.  Recently we have  encountered  short-term cash
flow  difficulties.  We need sufficient  cash flow to fund operations  while the
monthly  aggregate  lease payments  increase to the levels of cash we previously
received from sales of the leases on a discounted  basis.  By holding the leases
our assets have  increased  and we  anticipate  that our assets will continue to
increase in the future subject to successful marketing. Presently the leases are
recorded on our  financial  statements  as sales type  leases.  We have set up a
significant allowance for doubtful accounts and have discounted to present value
the income stream from the leases. We may have  underestimated the allowance for
doubtful  accounts because we lack long-term  history and experience to make the
estimates.  If our experience in collecting  payments from these sales leases is
worse than our estimates,  both revenues and income will be reduced. We may sell
the leases or use them as collateral for loans or other financing options.

  We entered into oral agreements with  telemarketing  firms to market web sites
and other products. Depending on the product or service sold we pay a percentage
of the sales to the  telemarketing  firm as  negotiated.  Telemarketers  contact
people who have attended the seminars or who have  previously used our products.
Telemarketers sell our products and services.  Also, telemarketers may use names
from  other  sources.  Sales  through  telemarketing  in the year 2000  provided
approximately 22 per cent of revenues.

  We may also allow other  companies to use our products  under a different name
or a private  label,  but we will always  provide  hosting  services in that the
Quicksitemaker  software  will be on our  server  and all web sites  that may be
offered  or sold  under the  private  label  will be hosted  exclusively  on our

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server.  A customer  seeking a private label  relationship  may want a different
look,  different graphics or different  templates,  but the functionality of the
Quicksitemaker  software will not change.  Compensation terms will be negotiated
on a case by case basis.  Presently we have arrangements with others for selling
our products under a private label, but presently the private labels do not make
a significant contribution to our revenues.

  No assurance can be provided that our new services  under  development or that
the  new  services  will  be  marketed   successfully  or  accepted  and  become
commercially viable.

Cancellations

  We experience  cancellations by our subscribers.  These  cancellations  may be
permanent or may be for a limited  time.  In the first three to eight days after
the sale typically  thirty per cent of the  subscribers  cancel.  This figure is
based on our experience.  Once the accounts become established,  we experience a
lower rate of cancellations.  We have not had sufficient operating experience to
determine  cancellation  patterns or percentages  after the first three to eight
days.  Management believes it is vital and essential that we continue to add new
subscribers regularly. If we failed to add new subscribers,  the subscriber base
over time will  decrease  causing  costs to  increase  and profits to decline or
become  losses.  Also,  at times  subscribers  who have  canceled  reinstate our
services.

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 accounts. 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 the
Company's 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.  The
restrictions  or the placing of a hold on the funds in these  merchant  accounts

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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.  Prior  to a  seminar  in a  particular  state,  the
applicable  law is  reviewed  and we  ascertain  if it  complies  with the state
statute.

  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  involved risks and  uncertainties  that could cause
actual  results  to differ  material  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 cash and
working  capital  needs and to have  sufficient  revenues  to continue or expand
operations.  Our business is dependent on the  attendance at the  seminars,  the
sales at the seminars,  and cash flow being 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  of the Company 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

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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.

  The Company's  success  depends,  and is expected to continue to depend,  to a
large  extent,  upon the  efforts and  abilities  of its  managerial  employees,
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.

  The Company is not insured  against all risks or  potential  losses  which may
arise  from  the  Company's  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 the Company  experiences  an  uninsured
loss or suffers liabilities,  the Company's operating funds would be reduced and
may even be depleted causing financial difficulties for the Company.

Employees

  We have approximately sixty 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.

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  between the Company  and Home and  seeking  damages  against
Appleton for the  appropriation  of sensitive and  confidential  information  of
Global Web.  Home  Business has filed a  counterclaim  seeking  damages from the
Company.

  In March  2001 we were named as a  defendant  in an action  caption  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 intend to defend this

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claim  vigorously  and we are  assessing  our claims  against  ECX which we will
assert as a counterclaim or an offset.

  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
of approximately $10,500. We believe that the money is not owed and we intend to
defend this matter vigorously and may assert a counterclaim or offset.

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
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

  As of December 31, 2000, we had approximately 120 shareholders of record.

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  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 the our activities.

  As of December 31, 2000,  we had  8,687,600  shares of common stock issued and
outstanding.  Of these shares it is estimated that approximately  300,000 shares
were free trading  shares.  The  remaining  shares are held by  affiliates,  but
certain of these 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 Company's shares trade on the NASD
Electronic  Bulletin Board. 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.

  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.

  Because we have only a limited operating history our revenues may not continue
in the future and the future  operations may generate less revenues than current
operations.  For  the  period  ended  December  31,  2000,  we had  revenues  of
$9,224,926  compared to $2,587,480 for the year ended December 31, 1999, and had
net income  $434,527  compared to $71,855 for an increase of $362,672.  Revenues
increased by  $6,637,446  because we sponsored  our own seminars and we financed
the leases of licenses through  National First  Financial,  Inc., a wholly owned
subsidiary.  Previously  the  leases  were  sold  on a  discounted  basis  to an
independent  company.  We commenced the  self-financing in approximately  August
2000.  Management  believes  that our  financing of the leases will continue and
will  significantly  impact our  revenues and  profits.  The leases  provide for
forty-eight monthly payments.  We have recognized the revenues,  but we have not
been paid.  We record the leases  discounted to present value and with a reserve
of twenty- five per cent.  The  twenty-five  per cent reserve is an estimate and
may be adjusted higher if our collection experience requires that adjustment. If
we increase  the  reserve or if our actual  collection  experience  is less than
anticipated, our revenues, income, and assets will be adversely impacted.

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  For  the  calendar  year  ended  general  and  administrative   expenses  were
$8,515,892 compared to $2,448,706 for 1999. General and administrative  expenses
increased $6,067,186.

  Total assets as of December 31, 2000, were $2,015,039  compared to $481,274 as
of December 31, 1999, for an increase of $1,533,765. Assets increased because of
the merchant accounts  receivable,  current and long-term,  of $1,370,880.  Cash
decreased from $209,993 to $11,173. Pre-paid expenses increased to $344,220 from
$30,273.  Current liabilities increased by $750,943 from $298,860 as of December
31, 1999 to $1,049,803. Accounts payable during the period increased by $433,005
from $217,442 to $650,447  because of increased  operations.  Total  liabilities
increased  $1,074,618 from $321,465 to $1,396,083.  Total liabilities  increased
because of the increase in current  liabilities.  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  and to continue the
self-funding of additional  leases.  Our monthly payments from the leases should
build to replace the funds we  previously  received from selling the leases on a
discounted  basis to another  entity.  Presently  we have  approximately  12,000
subscribers.  The number of  subscribers  is  subject to change and  fluctuation
because of new sales and  cancellations.  The number of subscribers has increase
in that new sales have been greater than cancellations. As of December 31, 2000,
our current ratio was 0.66 compared to 1.0 as of December 31, 1999.

  For the period ended December 31, 1999, we had revenues of $2,587,480  compare
to  revenues of  $1,135,772  for the same  period a year  earlier  and  selling,
general and administrative expenses were $2,448,706 compared to $1,063,877.  Net
income was $71,855 compared to $48,395 a year earlier.

  Because  of the  financing  of the  leases  our  working  capital  needs  have
increased.  Our  cash  position  is low and we have  obtained  additional  funds
through  borrowing.  (See Related Party  Transactions.) We may also sell some of
the leases or borrow using the leases as collateral.  Presently we have not made
any  decisions  and we have not entered into any final  contracts  regarding the
sale or pledge of the leases.

  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.

                                       13
<PAGE>



                                GLOBAL WEB, INC.

                        Consolidated Financial Statements
                                       and
                          Independent Auditors' Report
                                December 31, 2000




<PAGE>


                                GLOBAL WEB, INC.



                                TABLE OF CONTENTS


                                                                        Page


Independent Auditors' Report                                            F-1


Consolidated Balance Sheets -- December 31, 2000 and 1999            F-2 - F-3


Consolidated Statements of Operations for the Years Ended
  December 31, 2000 and 1999                                            F-4


Consolidated Statements of Stockholders' Equity for the Years
  Ended December 31, 2000 and 1999                                      F-5


Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2000 and  1999
                                                                        F-6


Notes to Financial Statements                                        F-7 - F-13


<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,  2000 and 1999,  and the related  consolidated  statements  of
operations, stockholders' equity and cash flows for the years ended December 31,
2000  and  1999.  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 generally accepted auditing standards.
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, 2000 and 1999,  and the results of operations  and cash flows
for the years ended  December 31, 2000 and 1999,  in conformity  with  generally
accepted accounting principles.




By: /s/ Mantyla McReynolds
--------------------------
        Mantyla McReynolds

Salt Lake City, Utah
March 26, 2001


                                      F-1
<PAGE>


                                GLOBAL WEB, INC.
                           Consolidated Balance Sheets
                           December 31, 2000 and 1999
<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                             <C>                  <C>
Current Assets:                                                                      2000                 1999
                                                                                ----------------     ---------------
     Cash                                                                       $        11,173      $      212,182
     Current portion of merchant contracts receivable - Note 13                         334,471                 -0-
     Accounts receivable-net of $0 allowance for doubtful accounts                          -0-              25,475
     Receivable from related party - Note 3                                                 -0-              32,740
     Prepaid expenses                                                                   343,220              30,273
                                                                                ----------------     ---------------
          Total Current Assets                                                          688,864             300,670
                                                                                ----------------     ---------------

Property and Equipment:
    Property and Equipment - Notes 1& 4                                                 281,242             187,752
    Less: Accumulated depreciation                                                     (117,472)            (78,914)
                                                                                ----------------     ---------------
          Net Property and Equipment                                                    163,770             108,838
                                                                                ----------------     ---------------

Other Assets:
    Merchant contracts receivable-net of $422,720 allowance and net
    of current portion - Note 13                                                      1,036,409                 -0-
    Depository  reserves - Note 9                                                       112,011              66,303
    Deposit                                                                              13,985               5,463
                                                                                ----------------     ---------------
          Total Other Assets                                                          1,162,405              71,766
                                                                                ----------------     ---------------
               Total Assets                                                     $     2,015,039      $      481,274
                                                                                ================     ===============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-2
<PAGE>


                                GLOBAL WEB, INC.
                     Consolidated Balance Sheets[continued]
                           December 31, 2000 and 1999
<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:                                                           2000         1999
                                                                 ----------   ----------
<S>                                                              <C>          <C>
   Current Liabilities:
     Accounts payable                                            $  650,447   $  217,442
     Payroll liabilities                                             54,921       27,701
     Deferred revenue - Note 7                                       16,030       20,092
     Income taxes payable - Notes 1 & 2                                   0       17,441
     Line of credit - Note 11                                       273,909        8,892
     Note payable to related party - Note 3                          45,000          -0-
     Current portion of long-term liabilities - Note 10               9,496        7,292
                                                                 ----------   ----------
           Total Current Liabilities                              1,049,803      298,860
                                                                 ----------   ----------

  Long Term Liabilities:
     Deferred tax liability - Notes 1& 2                            276,145       10,168
     Note payable - Note 14                                          50,000          -0-
     Leases payable net of current portion - Note 10                 20,135       12,437
                                                                 ----------   ----------
            Total Long Term Liabilities                             346,280       22,605
                                                                 ----------   ----------
            Total Liabilities                                     1,396,083      321,465
                                                                 ----------   ----------

Stockholders' Equity:
  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; 8,687,600 and 8,564,500 shares issued and outstanding        8,688        8,565
  Additional Paid-In Capital                                        309,478      284,981
  Retained earnings/accumulated deficit                             300,790     (133,737)
                                                                 ----------   ----------
               Total Stockholders' Equity                           618,956      159,809
                                                                 ----------   ----------
               Total Liabilities and Stockholders' Equity        $2,015,039   $  481,274
                                                                 ==========   ==========
</TABLE>

                 See accompanying notes to financial statements.

                                      F-3
<PAGE>

                                GLOBAL WEB, INC.
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2000 and 1999

                                                     2000           1999
                                              -----------    -----------

Revenues                                      $ 9,224,926    $ 2,587,480


General and Administrative Expenses             8,515,892      2,448,706
                                              -----------    -----------

Net Income from Operations                        709,034        138,774

Interest Expense                                   (8,391)        (3,809)

Legal settlement - Note 8                             -0-        (35,500)
                                              -----------    -----------

           Net Income Before Income Taxes         700,643         99,465


        Provision for Income Taxes - Note 2       266,116         27,610
                                              -----------    -----------


                     Net Income               $   434,527    $    71,855
                                              ===========    ===========



Income Per Share                              $      0.05    $      0.01
                                              ===========    ===========


Weighted Average Shares Outstanding             8,659,670      8,564,500
                                              ===========    ===========

                 See accompanying notes to financial statements.

                                      F-4
<PAGE>

                                GLOBAL WEB, INC.
                 Consolidated Statements of Stockholders' Equity
                 For the Years Ended December 31, 2000 and 1999
<TABLE>
<CAPTION>

                                                                       Accumulated
                                                            Additional   Deficit/       Total
                                     Number of     Common     Paid-in    Retained    Stockholders'
                                       Shares      Stock      Capital    Earnings       Equity
                                     ---------   ---------   ---------   ---------    ---------
<S>                                  <C>         <C>         <C>         <C>          <C>
Balance, December 31, 1998           8,564,500   $   8,565   $ 284,981   $(205,592)   $  87,954

Net income for the year ended
December 31, 1999                         --          --          --        71,855       71,855
                                     ---------   ---------   ---------   ---------    ---------

Balance, December 31, 1999           8,564,500       8,565     284,981    (133,737)     159,809

Issued shares for services at $.20
per share, March 6, 2000 (Note 12)     115,000         115      22,885        --         23,000

Issued shares for services at $.20
per share, November 20, 2000
(Note 12)                                8,100           8       1,612        --          1,620

Net income for the year ended
December 31, 2000                         --          --          --       434,527      434,527
                                     ---------   ---------   ---------   ---------    ---------

Balance, December 31, 2000           8,687,600   $   8,688   $ 309,478   $ 300,790    $ 618,956
                                     =========   =========   =========   =========    =========
</TABLE>

                 See accompanying notes to financial statements.

                                      F-5
<PAGE>

                                GLOBAL WEB, INC.
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2000 and 1999
<TABLE>
<CAPTION>

                                                                               2000           1999
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
Cash Flows From Operating Activities
Net Income                                                              $   434,527    $    71,855
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                            38,558         35,484
    Bad debt expense                                                        613,646            -0-
    Increase in accounts receivable                                      (1,926,311)       (41,471)
    Decrease (increase) in prepaid expenses                                (312,947)        30,798
    Increase (decrease) in deferred revenue                                  (4,062)         8,746
    Increase in deferred taxes payable                                      276,145            -0-
    Increase in current liabilities                                         432,616        239,037
    Issued stock for services                                                24,620            -0-
                                                                        -----------    -----------
       Net Cash Provided by(Used for) Operating Activities                 (423,208)       344,449

Cash Flows From Investing Activities
    Lease deposit                                                            (8,522)        (5,463)
    Merchant reserves                                                       (45,708)       (66,303)
    Purchases of property and equipment                                     (93,490)       (91,311)
                                                                        -----------    -----------
              Net Cash Used for Investing Activities                       (147,720)      (163,077)

Cash Flows From Financing Activities
    Increase in line of credit                                              265,017          8,892
    Increase in long term debt                                              104,902         19,729
                                                                        -----------    -----------
              Net Cash Provided by Financing Activities                     369,919         28,621

Net Increase (Decrease) in Cash                                            (201,009)       209,993

Beginning Cash Balance                                                      212,182          2,189
                                                                        -----------    -----------

Ending Cash Balance                                                     $    11,173    $   212,182
                                                                        ===========    ===========

Supplemental Disclosure Information:
   Cash paid during the year for interest                               $     8,391    $     3,809
   Cash paid during the year for income taxes                           $    17,435    $     8,926
</TABLE>

                 See accompanying notes to financial statements.

                                      F-6
<PAGE>

                                GLOBAL WEB, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2000

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).

         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 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  the  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 March 1999, the Company (Global Web, Inc. (Parent)) changed its name
         from American Restaurant Management,  Inc. to Global Web, Inc. (Parent)
         and did a reverse  stock split of 1 for 100  shares.  After the reverse
         split was effected, Global Web, Inc.(Parent) issued 8,000,000 shares of
         common  stock  for  all  of  the  outstanding   stock  of  Global  Web,
         Inc.(Subsidiary).  The consolidated  financial  statements for 1999 are
         presented  with  the  reverse  stock  split  and  the  issuance  of the
         8,000,000  shares to give the effect as if the transaction had occurred
         prior to the actual 1999 transaction date.

         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  generally  accepted  accounting
         principles.  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.

                                      F-7
<PAGE>

                                GLOBAL WEB, INC.
                   Notes to Consolidated Financial Statements
                          December 31, 2000 [continued]

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


         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.


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

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


         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
         $11,173  and   $212,182  in  cash  at  December   31,  2000  and  1999,
         respectively.

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

         In February  1992,  the  Financial  Accounting  Standards  Board (FASB)
         issued  Statement  of  Financial  Accounting  Standard  (SFAS) No. 109,
         "Accounting  For Income  Taxes,"  which is  effective  for fiscal years
         beginning  after December 15, 1992. SFAS No. 109 requires 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.  The Company
         has adopted SFAS No. 109 for financial reporting  purposes.  See Note 2
         below.

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

         Revenue is  recognized  when  earned,  as products  are  completed  and
         delivered  or services  are  provided to  customers.  Where  revenue is
         collected  in  advance  it is  amortized  over the  applicable  service
         period.

                                      F-8
<PAGE>

                                GLOBAL WEB, INC.
                   Notes to Consolidated Financial Statements
                          December 31, 2000 [continued]

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

         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.


NOTE 2   INCOME TAXES
         ------------

         The tax effects of temporary  differences that give rise to significant
         portions of the deferred tax items at December 31, 2000 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 2020)            $   684,429    $   266,927             39%

               Allowance for uncollectible merchant
               contract receivable                            422,720        164,861             39%

               Deferred income on contracts                (1,793,600)      (699,504)            39%

               Tax depreciation in excess of book             (21,612)        (8,429)            39%

               Valuation allowance                               --      $         0           --
                                                          -----------    -----------    -----------

                    Deferred tax liability                       --      ($  276,145)          --
                                                          ===========    ===========    ===========
</TABLE>

         The Company has a net deferred tax  liability and no allowance has been
         provided for the deferred tax assets.  The valuation  allowance has not
         changed from the prior year amount of $0.

         The current year provision for income taxes is summarized below:

               Deferred tax liability 12/31/99          $    10,168

               Minimum Franchise & other taxes                 (139)

               Deferred tax liability 12/31/00             (276,145)
                                                        -----------

               Provision for income taxes, 2000            (266,116)


NOTE 3   RELATED-PARTY TRANSACTIONS/SUBSEQUENT EVENT
         -------------------------------------------

         The Company has entered into  transactions  with another entity that is
         owned by a major shareholder.  The Company purchases mailing lists from
         the  related  party.  For the years  2000 and 1999,  the  Company  paid
         $787,563 and $168,054,  respectively, to the related party. The amounts
         due, included in accounts  payable,  at December 31, 2000 and 1999 were
         $130,230  and  $97,780,  respectively.  The Company  billed the related
         party,  $32,740,  for  reimbursement of expenses incurred while jointly
         hosting seminars during 1999; they billed none for 2000.

                                      F-9
<PAGE>

                                GLOBAL WEB, INC.
                   Notes to Consolidated Financial Statements
                          December 31, 2000 [continued]
10

NOTE 3   RELATED-PARTY TRANSACTIONS[continued]
         -------------------------------------

         An officer and  shareholder has loaned money to the Company during 2000
         to provide additional  working capital.  The Company is paying interest
         monthly on the note  payable at 9.5% APR.  The  principal  balance of $
         45,000 is due on demand and is unsecured.

         In January 2001, another 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.

NOTE 4   PROPERTY AND EQUIPMENT
         ----------------------

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

                                                  Accumulated
                Asset Class                Cost   Depreciation    Net     Method
                -----------                ----   ------------    ---     ------
         Office & Computer Equipment     $189,619   $ 82,041   $107,578   SL/DDB

         Furniture & Fixtures              48,937     10,689     38,248   SL

         Software                          42,686     24,742     17,944   SL
                                         --------   --------   --------   ------

         Total                           $281,242   $117,472   $163,770     --
                                         ========   ========   ========   ======

         The  Company  has  acquired  approximately  $44,015  in  furniture  and
         equipment financed through capital lease. Depreciation and amortization
         expense  for  2000 and  1999,  including  the  amortization  of  assets
         acquired  by capital  lease,  was $38,558  and  $35,484,  respectively.
         Software  amortization  (included  with  depreciation)  was  $9,374 and
         $15,368 for 2000 and 1999.

NOTE 5   OFFICE LEASE
         ------------

         In May,  1999 the  Company  entered  into an  operating  lease  with an
         unrelated party for its facilities. The lease was for a period of three
         years.  However,  in late 2000 the  Company  negotiated  a new lease on
         another facility  (13,251 square feet) owned by the same landlord.  The
         Company moved to the new facility in January and February of 2001.  The
         new lease is for a five year period  commencing  February 1, 2001.  The
         annual  minimum  rent  payments  for the term of the new  lease  are as
         follows:  2001 $ 151,227  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 2000
         and 1999 was $97,394 and $48,616, respectively.

NOTE 6   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.

                                      F-10
<PAGE>

NOTE 7   DEFERRED REVENUE
         ----------------

         The company  provides  Internet  services on a monthly,  prepaid basis.
         Deferred  revenue  represents  billings  for  which  services  will  be
         provided in January 2001.

NOTE 8   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 will not have a material adverse
         effect on the Company's financial position.

         In 1999 the  Company  settled  two  claims  totaling  $35,500.  Of this
         amount,  $13,500 was paid in September of 1999,  the remaining  $22,000
         was accrued as of December 31, 1999 and was paid in 2000.

         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.
         has filed a counterclaim seeking damages. The Company intends to defend
         vigorously the counterclaim,  and believes there will be no unfavorable
         outcome. Certain motions are now pending in this matter.

         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 filed a motion to dismiss on the basis
         that the  plaintiff  never  performed  under  the  contract  terms.  No
         liability has been anticipated nor accrued.

         The Company has also been advised that a vendor, Custom Travel, intends
         to make a claim  based on  airline  travel  bookings,  for  damages  of
         $10,500.  The Company intends to contest this claim and has not accrued
         any liability as of December 31, 2000.

NOTE 9   DEPOSITORY RESERVE
         ------------------

         The Company has several  merchant  accounts for processing  credit card
         charges.  Some of the  accounts  have  stipulations  that the  merchant
         account  company  will reserve a  percentage  of all charges  until the
         reserve  reaches a balance of $150,000  for each account or for a total
         of  $300,000.  As of  December  31,  2000 and 1999,  the  Company has a
         reserve balance of $112,011 and $66,303.

NOTE 10  CAPITAL LEASE
         -------------

         The  Company has entered  into two capital  leases for the  purchase of
         office furniture & equipment as follows.
<TABLE>
<CAPTION>
            Description              Balance at 12/31/00      Monthly Payment        Final Maturity
            -----------              -------------------      ---------------        --------------
<S>                                              <C>                   <C>             <C>
            Furniture & Equipment                $11,097                 $819             June 2002

            Copier/scanner                       $18,534                 $377          October 2005
                                                 -------                 ----
                                                 $29,631               $1,196
</TABLE>

                                      F-11
<PAGE>

                                GLOBAL WEB, INC.
                   Notes to Consolidated Financial Statements
                          December 31, 2000 [continued]

NOTE 10  CAPITAL LEASE[continued]
         ------------------------

         The following  table shows the required  lease payments for the term of
         the contracts.


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

            2001         $    1,917       $      9,496                  $11,413

            2002              1,049              8,387                    9,436

            2003                606              3,918                    4,524

            2004                361              4,163                    4,524

            2005                103              3,667                    3,770
                         -----------    ---------------     --------------------
            Totals       $    4,036       $     29,631                  $33,667
                         ===========    ===============     ====================


NOTE 11  LINE OF CREDIT
         --------------

         The Company has two lines of credit with local financial institutions.
<TABLE>
<CAPTION>

                                     Interest
             Credit line limit       rate         Maturity     12/31/00 balance      Security
             -----------------       ----         --------     ----------------      --------
             <S>                     <C>          <C>          <C>                   <C>
                                                                                     Receivables & other
             $         250,000       10.0%        On demand    $        250,000      property

                        25,000       14.5%        Revolving              23,909      None
             -----------------                                 ----------------

             $         275,000                                 $        273,909
             =================                                 ================
</TABLE>


NOTE 12  COMMON STOCK
         ------------

         On March 6, 2000 the Board of Directors adopted a resolution  issuing a
         total of 140,000  shares of company  common stock to various  employees
         and  vendors.  In addition,  there was an option  issued to a vendor to
         purchase  an  additional  75,000  shares of common  stock at $1.125 per
         share and the option becomes  exercisable when certain events occur. On
         July 14, 2000 the Company  terminated  that  vendor  relationship.  The
         termination  resulted in the return of 25,000  shares of the  Company's
         common stock,  which were cancelled  together with the options referred
         to above.

         On November  20,  2000,  the Company  authorized  the issuance of 8,100
         shares  of  common  stock to  various  employees  and  consultants  for
         services.  The  shares are  "unregistered"  and  "restricted"  and were
         recorded at $.20 per share.

                                      F-12
<PAGE>

                                GLOBAL WEB, INC.
                   Notes to Consolidated Financial Statements
                          December 31, 2000 [continued]

NOTE 13  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,
         2000 the company  recorded  the value of these leases  ($1,793,600)  on
         their books as sales-type  leases in accordance  with the provisions of
         Statement of Financial  Accounting  Standards  No. 13,  Accounting  for
         Leases as amended by SFAS No. 91 and 98. An  allowance  has been set up
         to  provide  for  uncollectible   leases  ($422,720).   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  870  contracts.  Each
         non-cancellable  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 fourth 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
                                  ----            ------------  -------------
                                  2001            $    334,471  $     395,807

                                  2002                 410,832        319,446

                                  2003                 523,953        206,325

                                  2004                 524,344        145,078
                                                  ------------- --------------
                                                 $  1,793,600  $   1,066,656
                                                  ============= ==============

NOTE 14  NOTE PAYABLE/STOCK WARRANTS
         ---------------------------

         To accommodate  future  financial  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 shall have a term of
         two years and shall 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 to be "unregistered"  and
         "restricted".  As of December  31,  2000,  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,  2000,  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.


NOTE 15  POST RETIREMENT BENEFIT PLAN
         ----------------------------

         The  Company  provides  and  maintains  a 401(k)  defined  contribution
         savings plan for its full-time employees.  No mandated  contribution is
         required by the plan. All plan funds are invested  through  independent
         third parties. The Company contribution for 2000 totaled $ 0.

                                      F-13
<PAGE>

Item 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS

  During the calendar year 2000 there were no changes or disagreements  with our
accountants, although in March 2000 we changed auditors to Mantyla McReynolds of
Salt Lake City, Utah.

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, 59, Chairman, Board of Directors and Secretary
        Brae Burbidge, 34, Director and President
        Douglas Owen 60, 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.

  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

                                       14
<PAGE>

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.

Item 10. Executive Compensation

  Currently we have no employment agreement with any of our officers,  directors
or employees.  During the year ended December 31, 2000,  Brae Burbidge  received

                                       15
<PAGE>

compensation  of $69,510 and  benefits of  approximately  $4,692 and received no
other  compensation.  Mr. Lee  Burbidge  received  compensation  of $49,418  and
benefits of approximately $5,712 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, 2000,  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,
2000, 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                       1,635,100                    19
11814 So. Election
Road, No. 100
Draper, Utah

Brae Burbidge                     1,994,100                     23
11814 So. Election
Road, No. 100
Draper, Utah

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

All Executive Officers &          3,729,200                     43
Directors as a Group

                                       16
<PAGE>

Name and Address               Amount and Nature of           Percent
of Beneficial Owner            Beneficial Ownership         Of Class(1)
-------------------            --------------------         -----------
Bret Burbidge                     1,980,500                     23
6299 Jamestown Circle
Salt Lake City, Utah

Wallace Boyack                    1,837,970                     21
350 South 400 East
No. 105
Salt Lake City, Utah

  (1) Based on 8,687,600  shares of common stock  outstanding as of December 31,
2000.

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

Item 12. Certain Relationships and Related Transactions

  During  2000 and 1999  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 2000 we paid
the  company  $787,563  and on  December  31,  2000,  we had a balance  owing of
$130,230.  In addition,  the wife of a major  shareholder  received  benefits of
approximately $6,540 for providing benefit consulting services.

  During part of 2000 three children of Wallace Boyack were part- time employees
for us. All received  compensation less than $60,000. In addition,  relatives of
Lee Burbidge and Bret Burbidge during 2000 and 1999 were our employees.  None of
them during 2000 and 1999 received  compensation in excess of $60,000. Dan Owen,
a supervisor in our accounting department and the son of a director, during 2000
received compensation that was less than $60,000.

  In addition,  the Company hosts 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.

                                       17
<PAGE>

Loans from officers and Shareholders.

  A major  shareholder  loaned us  $20,000  in  January  2001.  That loan  bears
interest at ten per cent per annum and is now a demand loan.  An officer  loaned
us beginning in December  2000  $45,000  bearing  interest at 9.5 per cent and a
major  shareholder  loaned us $34,000 bearing  interest at 10 per cent. Both are
demand loans. We used these funds for working capital.

Recent sales and issuance of securities.

  In November 2000 we commenced a private offering of $500,000  promissory notes
and warrants. In the offering we issued a promissory note for $50,000 and issued
warrants to purchase  15,000 shares at a purchase price of $1.00 per share.  The
warrants expire on November 30, 2002. On March 6, 2001, the directors determined
to end the private offering.

  On March 6, 2001,  the directors  authorized  the issuance of 55,000 shares of
common stock to four individuals for consulting  services to the company.  These
shares may be registered under Form S-8.

PART IV

Item 13.  Exhibits and Reports on From 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  December  14,  2000,  we filed a report  on Form 8-K to  disclose  certain
matters.

                                       19
<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: March 30, 2001
                                           --------------


DIRECTORS

/s/ Brae Burbidge
-----------------
BRAE BURBIDGE, DIRECTOR
Date: March 30, 2001

/s/Lee Burbidge
LEE BURBIDGE, Director
Date: March 30, 2001

                                       19
<PAGE>