UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                          AMENDMENT NO. 1, FORM 10-QSB

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


For Quarter Ended: December 31, 2000              Commission File Number 0-31469
                   -----------------                                     -------



                              Posteralley.com, Inc.
                  ---------------------------------------------
                 (Name of small business issuer in its charter)


            Colorado                                           84-15099500
  ------------------------------                            ------------------
 (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                              4,283,200
--------------------------------                   -----------------------------
           Class                                    Number of shares outstanding
                                                         at May 4, 2001


--------------------------------------------------------------------------------
                     This document is comprised of 9 pages.

<PAGE>

FORM 10-QSB
1ST QUARTER

                                                    INDEX

                                                                          Page
                                                                          ----
PART 1 - FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Condensed  balance  sheet, December 31, 2000 (unaudited) ..........   3
     Condensed statements of operations, three months ended December 31,
        2000 and 1999 (unaudited), and July 19, 1999 (inception) through
        December 31, 2000 (unaudited) ..................................   4
     Condensed statements of cash flows, three months ended December 31,
        2000 and 1999 (unaudited), and July 19, 1999 (inception) through
        December 31, 2000 (unaudited) ..................................   5
     Notes to condensed financial statements (unaudited) ...............   6

     Item 2.  Plan of Operation ........................................   7

PART 2 - OTHER INFORMATION

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

     Signatures ........................................................   9

                                        2
<PAGE>

Part 1. Item 1. Financial Information


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

                             Condensed Balance Sheet
                                   (Unaudited)

                                December 31, 2000

Assets
Cash ............................................................   $  62,335
Inventory, at cost ..............................................      26,606
Equipment, less accumulated depreciation of $269 ................       1,217
                                                                    ---------

                                                                    $  90,158
                                                                    =========

Liabilities and shareholders' equity
Liabilities:
     Accounts payable and accrued expenses ......................   $   7,307
     Accrued payroll ............................................       1,500
     Due to officer (Note B) ....................................         325
                                                                    ---------
                                                Total liabilities       9,132
                                                                    ---------

Commitment ......................................................           -

Shareholders' equity:
     Preferred stock ............................................           -
     Common stock ...............................................         428
     Additional paid-in capital .................................     120,778
     Deferred offering costs ....................................      (4,207)
     Deficit accumulated during development stage ...............     (35,973)
                                                                    ---------
                                       Total shareholders' equity      81,027
                                                                    ---------

                                                                    $  90,158
                                                                    =========

            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          (Inception)
                                                                              December 31,              Through
                                                                       --------------------------     December 31,
                                                                          2000           1999            2000
                                                                       -----------    -----------    -------------
Sales:
<S>                                                                    <C>            <C>            <C>
     Sales, related parties ........................................   $         -    $         -    $     1,128
     Sales, other ..................................................         4,115              -          6,245
                                                                       -----------    -----------    -------------
                                                         Total sales         4,115              -          7,373

Cost of goods sold .................................................        (3,345)             -         (5,930)
                                                                       -----------    -----------    -------------
                                                        Gross profit           770              -          1,443

Operating expenses:
     Stock-based compensation ......................................             -              -            542
     Salaries ......................................................         1,500              -          1,500
     Web site development costs ....................................             -          3,275          4,175
     Professional fees .............................................         1,125              -         20,298
     Contributed rent (Note B) .....................................           750            750          4,250
     Travel ........................................................           117              -          2,934
     Depreciation ..................................................           125              -            270
     Other .........................................................            39            574          4,176
                                                                       -----------    -----------    -------------
                                            Total operating expenses        (3,655)        (4,599)       (38,144)
                                                                       -----------    -----------    -------------
                                                      Operating loss        (2,885)        (4,599)       (36,701)

Interest income ....................................................           787              -          1,554
Interest expense ...................................................             -           (182)          (825)
                                                                       -----------    -----------    -------------
                                        Net loss before income taxes        (2,098)        (4,781)       (35,972)

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

                                                            Net loss   $    (2,098)   $    (4,781)   $   (35,972)
                                                                       ===========    ===========    ============

Basic loss per common share ........................................   $         *    $        *
                                                                       ===========    ===========
Basic weighted average common shares outstanding ...................     4,283,200      3,782,000
                                                                       ===========    ===========
</TABLE>

            See accompanying notes to condensed financial statements

                                        4

 *   Less than $.01 per share


<PAGE>

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

                            Statements of Cash Flows
                                   (Unaudited)
<CAPTION>


                                                                                July 19,
                                                                                  1999
                                                     Three Months Ended       (Inception)
                                                        December 31,            Through
                                                    ----------------------    December 31,
                                                    2000           1999          2000
                                                    ---------    ---------    ------------

<S>                                                 <C>          <C>          <C>
Net cash used in operating activities ...........   $   4,094    $  (2,861)   $    (53,286)
                                                    ---------    ---------    ------------

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 ................           -            -         125,300
     Payments for offering costs ................      (4,207)           -          (8,193)
                                                    ---------    ---------    ------------
        Net cash provided by financing activities      (4,207)           -         117,107
                                                    ---------    ---------    ------------

                               Net change in cash        (113)      (2,861)         62,335
Cash, beginning of period .......................      62,448        3,260               -
                                                    ---------    ---------    ------------

                              Cash, end of period   $  62,336    $     399    $     62,335
                                                    =========    =========    ============

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 Form 10-SB dated June 30, 2000,
and its  amended  Form SB-2  dated  September  30,  2000,  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  December  31,  2000,  the  Company was
devoting  most  of its  efforts  to  financial  planning,  raising  capital  and
developing markets.

Financial data presented herein are unaudited.

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

An affiliate  contributed office space to the Company for the three months ended
December  31,  2000.  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.

During the three months ended  December  31, 2000,  an officer paid  expenses on
behalf of the Company  totaling  $1,165.  The Company also owed the officer $375
for expenses  paid on behalf of the Company  prior to the quarter for which this
quarterly report is filed.  During the three months ended December 31, 2000, the
Company  repaid the officer  $1,215.  At December 31, 2000, the Company owed the
officer  $325,  which was  repaid in  January of 2001,  and is  included  in the
accompanying condensed financial statements as due to officer.

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

The Company  records its income taxes in accordance  with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating  losses during the three months ended  December 31, 2000 resulting
in a deferred tax asset, which was fully allowed for; therefore, the net benefit
and expense resulted in $-0- income taxes.

                                        6
<PAGE>

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


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

PLAN OF OPERATION
-----------------
The Company operates a web site at posteralley.com  from which it sells fine art
posters.  To date,  revenues  from poster sales have been  minimal.  The Company
expects,  for the  foreseeable  future,  to be partially  dependent upon posters
obtained on consignment to generate sales and interest in the web site. However,
the Company  intends to  increase  its limited  inventory  with the  proceeds it
received  from a  private  placement  offering  completed  in June of 2000.  The
Company also plans 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 believes additional
funds may be needed if the  Company  decides to pursue  business  or  technology
acquisitions or if the Company experiences operating losses that exceeds current
expectations.

The Company filed a Registration  Statement on Form SB-2 with the Securities and
Exchange  Commission  ("SEC") in December of 2000 to offer for sale a minimum of
50,000 common  shares and a maximum of 100,000  common shares at $.50 per share.
To date, the SEC has not declared the Form SB-2 effective.

There is no  assurance  that the  Company  will be able to  generate  additional
capital for expansion and/or other purposes.

The Company's  officers work part-time and are the only employees of the Company
at  December  31,  2000.  The  Company  does not  intend to hire any  additional
employees  in the  foreseeable  future.  The  Company  does not  intend  to make
significant equipment purchases within the next twelve months.

FINANCIAL CONDITION
-------------------
As of December 31, 2000,  the Company had total assets of $90,158 as compared to
$399 at December 31, 1999. The increase was related to the common stock offering
conducted  by the  Company  in May of 2000 in which  the  Company  received  net
proceeds of  $116,414.  The  Company  used the  proceeds  to purchase  $1,486 of
computer equipment and approximately $30,000 of posters inventory. The remaining
balance will be used for working capital.  The Company expects the proceeds from
the offering to satisfy its cash requirements for the next twelve months.

RESULTS OF OPERATIONS
---------------------
During the three months ended  December 31,  2000,  the Company  recorded  sales
totaling  $4,115 as compared  with $-0- for the three months ended  December 31,
1999. The Company also incurred cost of sales  totaling  $3,345 and $-0- for the
three months ended  December  31, 2000 and 1999,  respectively.  The increase in
sales and cost of sales  was a result of the  Company  commencing  poster  sales
operations in June of 2000, following its private placement offering.  Operating
expenses  decreased  from $4,599 for the three months ended December 31, 1999 to
$3,656 for the three months ended  December 31,  2000.  The  operating  expenses
decreased  primarily due to a decrease in web site development  costs.  Interest
income  totaled $787 and $-0- for the three  months ended  December 31, 2000 and
1999,  respectively.  The  increase  was due to the  investment  of the proceeds
received  from the  private  placement  offering  in an  interest  bearing  bank
account.

                                        7
<PAGE>


Part 2. Other Information
------  -----------------
                              POSTERALLEY.COM, INC.
                          (A Development Stage Company)

Items 1 through 5 - No response required.

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

         There were no reports on Form 8-K.

                                        8
<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 months ended  December 31, 2000 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 4, 2001                           BY:    /s/ Scott M. Thornock
         -----------------                            --------------------------
                                                      Scott M. Thornock
                                                      President and Treasurer

                                        9