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, 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
2ND QUARTER

                                      INDEX

                                                                         Page
                                                                         ----
PART 1 - FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Condensed balance sheet, March 31, 2001 (unaudited) ..............   3
       Condensed statements of operations, three months ended March 31,
       2001 (unaudited) and 2000 (unaudited), six months ended
       March 31, 2001 (unaudited) and 2000 (unaudited), and
       July 19, 1999 (inception) through March 31, 2001 (unaudited) ...   4
     Condensed statements of cash flows, three months ended March 31,
     2001 (unaudited) and 2000 (unaudited), six months ended
     March 31, 2001 (unaudited) and 2000 (unaudited), and
     July 19, 1999 (inception) through March 31, 2001 (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)

                                 March 31, 2001

Assets
Cash .....................................................   $  39,302
Inventory, at cost .......................................      28,869
Equipment, less accumulated depreciation of $269 .........       1,091
                                                             ---------

                                                             $  69,262
                                                             =========

Liabilities and shareholders' equity
Liabilities:
     Accounts payable and accrued expenses ...............   $   3,587
     Accrued payroll liabilities .........................       1,611
     Due to officer (Note B) .............................         350
                                                             ---------
                                         Total liabilities       5,548
                                                             ---------

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

Shareholders' equity:
     Preferred stock .....................................           -
     Common stock ........................................         428
     Additional paid-in capital ..........................     121,557
     Deferred offering costs .............................      (4,207)
     Deficit accumulated during development stage ........     (54,064)
                                                             ---------
                                Total shareholders' equity      63,714
                                                             ---------

                                                             $  69,262
                                                             =========

            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,
                                            2001           2000            2001           2000          2001
                                         -----------    -----------    -----------    -----------    -----------

<S>                                      <C>            <C>            <C>            <C>            <C>
Sales, net ...........................   $       191    $         -    $     4,306    $         -    $     7,564
Cost of goods sold ...................           121              -          3,466              -          6,051
                                         -----------    -----------    -----------    -----------    -----------
                          Gross profit            70              -            840              -          1,513

Operating expenses:
     Stock-based compensation ........             -              -              -              -            542
     Salaries ........................         4,500              -          6,000              -          6,000
     Web site development costs ......             -              -              -          3,275          4,175
     Professional fees ...............        11,358              -         12,483              -         31,656
     Contributed rent (Note B) .......           750            750          1,500          1,500          5,000
     Travel ..........................            66              -            183              -          3,000
     Depreciation ....................           125              -            250              -            395
     Other ...........................         2,018              -          2,057            574          6,193
                                         -----------    -----------    -----------    -----------    -----------
              Total operating expenses       (18,817)          (750)       (22,473)        (5,349)       (56,961)
                                         -----------    -----------    -----------    -----------    -----------
                        Operating loss       (18,747)          (750)       (21,633)        (5,349)       (55,448)

Interest income ......................           655              -          1,442              -          2,209
Interest expense .....................             -           (181)             -           (363)          (825)
                                         -----------    -----------    -----------    -----------    -----------
          Net loss before income taxes       (18,092)          (931)       (20,191)        (5,712)       (54,064)

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

                              Net loss   $   (18,092)   $      (931)   $   (20,191)   $    (5,712)   $   (54,064)
                                         ===========    ===========    ===========    ===========    ===========

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

     * Less than $.01 per share


            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,
                                                             2001           2000          2001
                                                             ---------    ---------    ---------

<S>                                                          <C>          <C>          <C>
Net cash used in operating activities ....................   $ (18,939)   $  (2,608)   $ (76,319)
                                                             ---------    ---------    ---------

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 (used in) provided by financing activities      (4,207)           -      117,107
                                                             ---------    ---------    ---------

                                        Net change in cash     (23,146)      (2,608)      39,302
Cash, beginning of period ................................      62,448        3,260            -
                                                             ---------    ---------    ---------

                                       Cash, end of period   $  39,302    $     652    $  39,302
                                                             =========    =========    =========

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, 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 March 31, 2001, the Company was devoted
substantially  all 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 six months ended
March 31,  2001.  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 March 31, 2001, an officer paid expenses on behalf
of the  Company  totaling  $660.  The  Company  also owed the  officer  $325 for
expenses  paid on behalf of the  Company  prior to the  quarter  for which  this
quarterly  report is filed.  During the three months  ended March 31, 2001,  the
Company repaid the officer $635. At March 31, 2001, the Company owed the officer
$350,  which was repaid in April 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.  The
Company  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 March 31, 2001. 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 March 31,  2001,  the Company  had total  assets of $69,262 as compared to
$684 at March 31, 2000.  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's  management expects the
proceeds from the offering to satisfy its cash  requirements for the next twelve
months.

RESULTS OF OPERATIONS
---------------------
During the six months ended March 31, 2001, the Company  recorded sales totaling
$4,306 as  compared  with $-0- for the six  months  ended  March 31,  2000.  The
Company also incurred cost of sales totaling  $3,466 and $-0- for the six months
ended March 31, 2001 and 2000,  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 increased
from  $5,349  for the six months  ended  March 31,  2000 to $22,443  for the six
months ended March 31, 2001. The operating  expenses increased because of (1) an
increase in  professional  fees incurred for  preparation of various  reports to
shareholders filed with the SEC and (2) the Company began paying a salary to its
president  during the six months ended March 31, 2001.  Interest  income totaled
$1,442 and $-0- for the six months ended March 31, 2001 and 2000,  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 I.  Item 2.  Plan of operation, continued
--------          ----------------------------


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


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.


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

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 and six months ended March 31, 2001
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