UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

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


For Quarter Ended: March 31, 2002                 Commission File Number 0-31469
                   --------------                                        -------



                              POSTERALLEY.COM, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           COLORADO                                              84-1509950
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)



  650 South Cherry Street, Suite 310, Denver, Colorado               80246
  ----------------------------------------------------             ----------
        (Address of principal executive offices)                   (Zip code)

                                 (303) 425-0607
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check whether the registrant  (1) has 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  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.    Yes  X         No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common stock, $.0001 par value                       4,343,200
------------------------------       -------------------------------------------
           Class                     Number of shares outstanding at May 3, 2002

--------------------------------------------------------------------------------
                     This document is comprised of 10 pages.
--------------------------------------------------------------------------------

<PAGE>
FORM 10-QSB
1ST QUARTER

                                      INDEX
                                                                           Page
                                                                           ----
PART 1 - FINANCIAL INFORMATION

   Item 1.  Financial Statements

   Condensed balance sheet, March 31, 2002 (unaudited) ...................  3
   Condensed statements of operations, three and six months ended
      March 31, 2002 and 2001 (unaudited), and July 19, 1999 (inception)
      through March 31, 2002 (unaudited) .................................  4
   Condensed statements of cash flows, six months ended March 31,
      2002 and 2001 (unaudited), and July 19, 1999 (inception) through
      March 31, 2002 (unaudited) .........................................  5
   Notes to condensed financial statements (unaudited) ...................  6

   Item 2.  Plan of Operation ............................................  8

PART 2 - OTHER INFORMATION

   Item 1.  Legal Information ............................................  9
   Item 2.  Changes in Securities ........................................  9
   Item 3.  Defaults Upon Senior Securities ..............................  9
   Item 4.  Submission of Matters to a Vote of Security Holders ..........  9
   Item 5.  Other Information ............................................  9
   Item 6.  Exhibits and Reports on Form 8-K .............................  9

   Signatures ............................................................ 10

<PAGE>

Part 1.  Item 1.  Financial Statements

                              POSTERALLEY.COM, INC.
                          (A Development Stage Company)

                             Condensed Balance Sheet
                                   (Unaudited)

                                 March 31, 2002

                                     Assets

Cash .............................................................   $  21,643
Inventory ........................................................      22,551
Equipment, less accumulated depreciation of $888 .................         598
                                                                     ---------

                                                                     $  44,792
                                                                     =========

                              Liabilities and Shareholders' Equity
Liabilities:
    Accounts payable and accrued liabilities .....................   $   1,867
    Indebtedness to related party (Note B) .......................         485
                                                                     ---------
                               Total liabilities .................       2,352
                                                                     ---------

Shareholders' equity:
     Preferred stock .............................................        --
     Common stock ................................................         434
     Additional paid-in capital ..................................     144,242
     Deficit accumulated during development stage ................    (102,236)
                                                                     ---------
                               Total shareholders' equity ........      42,440
                                                                     ---------

                                                                     $  44,792
                                                                     =========


            See accompanying notes to condensed financial statements
                                        3

<PAGE>

<TABLE>
                              POSTERALLEY.COM, INC.
                          (A Development Stage Company)

                            Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                                                                             July 19,
                                                                                                               1999
                                                    Three Months Ended            Six Months Ended          (Inception)
                                                         March 31,                     March 31,              Through
                                                --------------------------    --------------------------     March 31,
                                                  2002            2001           2002           2001            2002
                                                -----------    -----------    -----------    -----------    -----------

<S>                                             <C>            <C>              <C>          <C>            <C>
Sales, net ..................................   $     1,151    $       191      $ 5,756      $     4,306    $    13,504
Cost of goods sold ..........................        (3,820)          (121)       (11,798)        (3,466)       (18,440)
                                                -----------    -----------    -----------    -----------    -----------
                          Gross profit (loss)        (2,669)            70         (6,042)           840         (4,936)

Operating expenses:
     Stock-based compensation ...............          --             --             --             --            5,542
     Salaries ...............................          --            4,500           --            6,000          4,979
     Web site and internet service ..........           280           --              460           --            5,370
     Professional fees ......................         2,715         11,358          9,811         12,483         46,784
     Contributed rent (Note B) ..............           750            750          1,500          1,500          8,000
     Contributed services ...................         4,500           --            4,500           --           10,500
     Office .................................         1,438            922          2,248            922          6,520
     Telephone ..............................           846            821          1,375            821          3,575
     Travel .................................            42             66            160            183          3,198
     Depreciation ...........................           123            125            247            250            887
     Other ..................................           271            275            391            314          3,976
                                                -----------    -----------    -----------    -----------    -----------
                    Total operating expenses        (10,965)       (18,817)       (20,692)       (22,473)       (99,331)
                                                -----------    -----------    -----------    -----------    -----------
                              Operating loss        (13,634)       (18,747)       (26,734)       (21,633)      (104,267)

Interest income .............................            65            655            151          1,442          2,856
Interest expense ............................          --             --             --             --             (825)
                                                -----------    -----------    -----------    -----------    -----------
                Net loss before income taxes        (13,569)       (18,092)       (26,583)       (20,191)      (102,236)

Income taxes (Note C) .......................          --             --             --             --             --
                                                -----------    -----------    -----------    -----------    -----------

                                    Net loss    $   (13,569)   $   (18,092)   $   (26,583)   $   (20,191)   $  (102,236)
                                                ===========    ===========    ===========    ===========    ===========

Basic and diluted loss per common share .....   $    (0.00)    $     (0.00)   $     (0.01)   $     (0.00)
                                                ===========    ===========    ===========    ===========
Basic and diluted weighted average
     common shares outstanding ..............     4,343,200      4,283,200      4,339,034      4,283,200
                                                ===========    ===========    ===========    ===========
</TABLE>

            See accompanying notes to condensed financial statements
                                        4


<PAGE>

<TABLE>

                              POSTERALLEY.COM, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows
                                   (Unaudited)
<CAPTION>


                                                                                                 July 19,
                                                                                                   1999
                                                                          Six Months Ended      (Inception)
                                                                              March 31,           Through
                                                                       ----------------------    March 31,
                                                                         2002         2001         2002
                                                                       ---------    ---------    ---------

<S>                                                                    <C>          <C>          <C>
Net cash used in operating activities ..............................   $ (15,993)   $ (18,939)   $ (97,505)
                                                                       ---------    ---------    ---------

Cash flows from investing activities:
     Equipment purchases ...........................................        --           --         (1,486)
                                                                       ---------    ---------    ---------
                  Net cash used in
                     investing activities ..........................        --           --         (1,486)
                                                                       ---------    ---------    ---------

Cash flows from financing activities:
     Proceeds from issuance of debt ................................        --           --         14,500
     Repayment of debt .............................................        --           --        (14,500)
     Proceeds from sale of stock ...................................      25,000         --        150,300
     Payments for offering costs ...................................        --         (4,207)     (29,666)
                                                                       ---------    ---------    ---------
                  Net cash provided by (used in)
                     financing activities ..........................      25,000       (4,207)     120,634
                                                                       ---------    ---------    ---------

                                                  Net change in cash       9,007      (23,146)      21,643
Cash, beginning of period ..........................................      12,636       62,448         --
                                                                       ---------    ---------    ---------

                                                 Cash, end of period   $  21,643    $  39,302    $  21,643
                                                                       =========    =========    =========

Supplemental  disclosure of cash flow  information:
     Cash paid during the period for:
        Interest ...................................................   $    --      $    --      $     825
                                                                       =========    =========    =========
        Income taxes ...............................................   $    --      $    --      $    --
                                                                       =========    =========    =========
</TABLE>

            See accompanying notes to condensed financial statements
                                        5


<PAGE>

                              POSTERALLEY.COM, INC.
                          (A Development Stage Company)

                     Notes to Condensed Financial Statements
                                   (Unaudited)

Note A: Basis of presentation
        ---------------------

The financial  statements  presented herein have been prepared by the Company in
accordance  with the  accounting  policies  in its  amended  Form  10-KSB  dated
September 30, 2001, and should be read in conjunction with the notes thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

The  Company  is in the  development  stage in  accordance  with  Statements  of
Financial  Accounting  Standards  (SFAS)  No. 7  "Accounting  and  Reporting  by
Development  Stage  Enterprises".  As of March 31, 2002, the Company has devoted
its efforts to financial  planning,  raising  capital and developing  markets as
well as selling minimal amounts of inventory.

Financial data presented herein are unaudited.

Note B: Related party transactions
        --------------------------

An  affiliate  contributed  office space to the Company for the six months ended
March 31,  2002.  The  office  space was  valued at $250 per month  based on the
market  rate in the local area and is  included  in the  accompanying  financial
statements as rent expense with a corresponding credit to contributed capital.

Officers contributed time and effort to the Company valued at $4,500 for the six
months ended March 31,  2002.  The time and effort was valued by the officers at
$50 per hour based on the level of  services  performed  and is  included in the
accompanying  unaudited,  condensed financial statements as contributed services
with a corresponding credit to additional paid-in capital.

During  the  three  and six  months  ended  March  31,  2002,  an  officer  paid
administrative  expenses  on behalf of the Company  totaling  $2,310 and $3,485,
respectively.  As of March 31,  2002,  the  Company  owed the  officer  $485 for
expenses  paid on behalf of the  Company.  The $485  balance owed the officer is
included in the accompanying  condensed financial  statements as indebtedness to
related party. The Company repaid the officer in April 2002.

Note C: Income taxes
        ------------

The  Company  records  its  income  taxes  in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes".  The Company incurred net operating losses during
the six months ended March 31, 2002 resulting in a deferred tax asset, which was
fully  allowed  for;  therefore,  the net benefit  and expense  resulted in $-0-
income taxes.

                                        6
<PAGE>


                              POSTERALLEY.COM, INC.
                          (A Development Stage Company)

                     Notes to Condensed Financial Statements
                                   (Unaudited)

Note D: Shareholders' equity
        --------------------

In December  2000,  the Company filed a  registration  statement with the SEC on
Form SB-2 to offer for sale a minimum of 50,000 and a maximum of 100,000  shares
of its common stock at $.50 per share.  The Form SB-2 was declared  effective by
the SEC on October 14, 2001.  The Company sold 50,000 shares of its common stock
for $4,220,  net of offering costs,  and subsequently  closed the offering.  The
Company conducted the offering through its executive officers and directors.

Following  is a schedule of changes in  shareholders'  equity for the six months
ended March 31, 2002:

<TABLE>
<CAPTION>
                                                                                     Deficit
                                                                                   Accumulated
                                                 Common Stock         Additional     During
                                          -----------------------      Paid-in     Development
                                            Shares     Amount          Capital        Stage        Total
                                          ---------     ---------     ---------     ---------    ---------
<S>                                       <C>           <C>           <C>           <C>          <C>
Balance, October 1, 2001 ..............   4,293,200     $     429     $ 134,027     $ (75,653)   $  58,803
October 2001, sale of common ..........        --            --            --            --           --
   stock, net of offering costs of
   stock in exchange for services,
   $20,780 ($.50/share) ...............      50,000             5         4,215          --          4,220
Office space contributed by an
   affiliate ..........................        --            --           1,500          --          1,500
Services contributed by officers ......        --            --           4,500          --          4,500
Net loss for the six months
   ended March 31, 2002 ...............        --            --            --         (26,583)     (26,583)
                                          ---------     ---------     ---------     ---------    ---------
                Balance, March 31, 2002   4,343,200     $     434     $ 144,242     $(102,236)   $  42,440
                                          =========     =========     =========     =========    =========
</TABLE>

                                        7
<PAGE>


                              POSTERALLEY.COM, INC.
                          (A Development Stage Company)


Part I.  Item 2.  Plan of operation
-------           -----------------


PLAN OF OPERATION
-----------------
The Company operates a web site at  posteralley.com  from which it sells antique
oil paintings and fine art posters.  To date, revenues from paintings and poster
sales have been  minimal.  Over the next twelve  months,  the  Company  plans to
increase its limited  inventory  and to increase its marketing  efforts  through
Internet  marketing,  including enhancing the web site, placing banners on other
web sites, and distributing  e-mails  promoting  posteralley.com.  The Company's
management  believes  it  has  sufficient  cash  to  meet  its  obligations  and
requirements over the next twelve months.  Management has authorized the sale of
inventory below cost in order to maintain working capital.

The Company's  officers work part-time and are the only employees of the Company
at March 31, 2002. The Company does not intend to hire any additional  employees
in the foreseeable future.

The  Company  does not intend to make any  significant  equipment  purchases  or
perform any research and development within the next twelve months.

Special note regarding forward-looking statements
-------------------------------------------------

This report contains  forward-looking  statements  within the meaning of federal
securities   laws.   These   statements  plan  for  or  anticipate  the  future.
Forward-looking  statements  include  statements about our future business plans
and strategies,  statements about our need for working capital, future revenues,
results of  operations  and most other  statements  that are not  historical  in
nature. In this Report,  forward-looking  statements are generally identified by
the words  "intend",  "plan",  "believe",  "expect",  "estimate",  and the like.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise  required by applicable  securities  statues or regulations,
the  Company  disclaims  any  intent  or  obligation  to update  publicly  these
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise. Because forward-looking statements involve future risks and
uncertainties,  these are  factors  that could  cause  actual  results to differ
materially from those expressed or implied.

                                        8
<PAGE>

                              POSTERALLEY.COM, INC.
                          (A Development Stage Company)

Part 2.  Other Information
-------  -----------------

Item 1 -  Legal Information:

               No response required.

Item 2 - Changes in Securities:

               During October 2001, the Company sold 50,000 shares of its common
               stock  for  $25,000  ($.50 per  share)  pursuant  to an  offering
               registered  with the Securities  and Exchange  Commission on Form
               SB-2.

Item 3 -  Defaults Upon Senior Securities:

               No response required.

Item 1 - Submission of Matters to a Vote of Security Holders:

               No response required.

Item 5 - Other information:

               No response required.

Item 6 - Exhibits and reports on Form 8-K.

               There were no reports on Form 8-K.

                                        9
<PAGE>


SIGNATURES


The  financial   information  furnished  herein  has  not  been  audited  by  an
independent accountant;  however, in the opinion of management,  all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of  operations  for the three and six months ended March 31, 2002
have been included.

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                          POSTERALLEY.COM, INC.
                                             (Registrant)


DATE:  May 3, 2002                      BY: /s/ Scott M. Thornock
       -----------                          ------------------------
                                            Scott M. Thornock
                                            President and Treasurer

                                       10