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: June 30, 2001                  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                          4,293,200
--------------------------------             -------------------------------
           Class                             Number of shares outstanding at
                                                     August 6, 2001


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

<PAGE>

FORM 10-QSB
3RD QUARTER

                                      INDEX

                                                                           Page
                                                                           ----
PART 1 - FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Condensed balance sheet,  June 30, 2001 (unaudited) ................    3

     Condensed  statements of operations, three months ended June 30,
       2001 (unaudited) and 2000 (unaudited), nine months ended
       June 30, 2001 (unaudited) and 2000 (unaudited), and
       July 19, 1999 (inception) through June 30, 2001 (unaudited) ......    4
     Condensed statements of cash flows, nine months ended June 30,
       2001 (unaudited) and 2000 (unaudited), and July 19, 1999
       (inception) through June 30, 2001 (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

                                        2
<PAGE>

Part 1.  Item 1.  Financial Information
-------           ---------------------


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

                             Condensed Balance Sheet
                                   (Unaudited)

                                  June 30, 2001

Assets
Cash ...................................................   $  24,217
Inventory, at cost .....................................      32,369
Equipment, less accumulated depreciation of $269 .......         971
                                                           ---------

                                                           $  57,557
                                                           =========

Liabilities and shareholders' equity
Liabilities:
     Accounts payable and accrued expenses .............   $   1,356
     Accrued payroll liabilities .......................       6,048
                                                           ---------
                                      Total liabilities        7,404
                                                           ---------

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

Shareholders' equity:
     Preferred stock ...................................           -
     Common stock ......................................         429
     Additional paid-in capital ........................     127,277
     Deferred offering costs ...........................     (10,827)
     Deficit accumulated during development stage ......     (66,726)
                                                           ---------
                              Total shareholders' equity      50,153
                                                           ---------

                                                           $  57,557
                                                           =========

            See accompanying notes to condensed financial statements

                                        3


<PAGE>

<TABLE>

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

                       Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                                                                 July 19,
                                                                                                   1999
                                              Three Months Ended        Nine Months Ended       (Inception)
                                                   June 30,                  June 30,            Through
                                         ------------------------    ------------------------    June 30,
                                            2001          2000          2001          2000          2001
                                         ----------   -----------    ----------    ----------    --------

<S>                                      <C>          <C>            <C>           <C>           <C>
Sales, net ...........................   $       -    $         -    $    4,306    $      700    $  7,564
Cost of goods sold ...................           -              -         3,466           475       6,051
                                         ----------   -----------    ----------    ----------    --------
                          Gross profit           -              -           840           225       1,513

Operating expenses:
     Stock-based compensation ........        5,000             -         5,000             -       5,542
     Salaries ........................        4,500             -        10,500             -      10,500
     Web site development costs ......            -             -             -         3,275       4,175
     Professional fees ...............          869         5,225        13,352         5,225      32,525
     Contributed rent (Note B) .......          750           750         2,250         2,250       5,750
     Travel ..........................          106         1,959           289         1,959       3,106
     Depreciation ....................          121            20           371            20         516
     Other ...........................        1,648           402         3,705         1,201       7,841
                                         ----------   -----------    ----------    ----------    --------
              Total operating expenses      (12,994)       (8,356)      (35,467)      (13,930)    (69,955)
                                         ----------   -----------    ----------    ----------    --------
                        Operating loss      (12,994)       (8,356)      (34,627)      (13,705)    (68,442)

Interest income ......................          332             -         1,774             -       2,541
Interest expense .....................            -          (462)            -          (825)       (825)
                                         ----------   -----------    ----------    ----------    --------
          Net loss before income taxes      (12,662)       (8,818)      (32,853)      (14,530)    (66,726)

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

                              Net loss   $  (12,662)  $    (8,818)   $  (32,853)   $  (14,530)   $(66,726)
                                         ==========   ===========    ==========    ==========    ========

Basic loss per common share              $       *    $         *    $        *    $        *
                                         ==========   ===========    ==========    ==========
Basic weighted average common
     shares outstanding                   4,286,533     3,949,067     4,284,311     3,837,689
                                         ==========   ===========    ==========    ==========
</TABLE>

 *   Less than $.01 per share

            See accompanying notes to condensed financial statements

                                        4

<PAGE>

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

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                                                      July 19,
                                                                                                         1999
                                                                               Nine Months Ended     (Inception)
                                                                                   June 30,           Through
                                                                            ----------------------    June 30,
                                                                               2001        2000         2001
                                                                            ---------    ---------    ---------

<S>                                                                         <C>          <C>          <C>
Net cash used in operating activities ...................................   $ (27,404)   $ (28,835)   $ (91,404)
                                                                            ---------    ---------    ---------

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

Cash flows from financing activities:
     Proceeds from issuance of debt .....................................           -        4,500       14,500
     Repayment of debt ..................................................           -      (14,500)     (14,500)
     Proceeds from sale of stock ........................................           -      125,300      125,300
     Payments for offering costs ........................................     (10,827)      (1,728)      (8,193)
                                                                            ---------    ---------    ---------

                      Net cash (used in) provided by financing activities     (10,827)     113,572      117,107
                                                                            ---------    ---------    ---------

                                                       Net change in cash     (38,231)      83,251       24,217
Cash, beginning of period ...............................................      62,448        3,260            -
                                                                            ---------    ---------    ---------

                                                      Cash, end of period   $  24,217    $  86,511    $  24,217
                                                                            =========    =========    =========

Supplemental  disclosure of cash flow  information:

Cash paid during the period for:
        Interest ........................................................   $       -    $     825    $     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 June 30, 2001,  the Company has 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 nine months ended
June 30, 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 June 30,  2001,  an officer  paid  expenses  and
purchased  inventory  on behalf  of the  Company  totaling  $1,050  and  $3,500,
respectively. The Company also owed the officer $350 for expenses paid on behalf
of the Company  prior to the quarter for which this  quarterly  report is filed.
During the three  months  ended June 30,  2001,  the Company  repaid the officer
$4,900.


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 nine months ended June 30, 2001 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
         --------------------

During June 2001,  the Company  issued  10,000 shares of its  restricted  common
stock to an officer in exchange  for services  provided to the  Company.  On the
transaction  date,  the Company's  common stock had no reliable fair value.  The
shares  were  valued  at $.50 per share  based on the  concurrent  common  stock
offering under review with the SEC.  Stock-based  compensation expense of $5,000
was  recognized in the  accompanying  financial  statements for the three months
ended June 30, 2001.  These shares are  "restricted  securities" and may be sold
only in compliance with Rule 144 of the Securities Act of 1933, as amended.

Following is a schedule of changes in  shareholders'  equity for the nine months
ended June 30, 2001:
<TABLE>
<CAPTION>

                                          Common Stock        Additional  Deferred
                                      ---------------------    Paid-in    Offering     Retained
                                       Shares      Amount      Capital      Costs       Deficit       Total
                                      ---------   ---------   ---------   ---------    ---------    ---------
<S>                                   <C>         <C>         <C>         <C>          <C>          <C>
Balance, October 1, 2000 ..........   4,283,200   $     428   $ 120,028   $       -    $ (33,873)   $  86,583
Offering costs incurred ...........           -           -           -     (10,827)           -      (10,827)
June 2001, issuance of common
  stock in exchange for services,
  $.25/share ....................        10,000           1       4,999           -            -        5,000
Office space contributed by an
   affiliate ......................           -           -       2,250           -            -        2,250
Net loss for the nine months
  ended June 30, 2001 .............           -           -           -           -      (32,853)     (32,853)
                                      ---------   ---------   ---------   ---------    ---------    ---------
            Balance, June 30, 2001    4,293,200   $     429   $ 127,277   $ (10,827)   $ (66,726)   $  50,153
                                      =========   =========   =========   =========    =========    =========
</TABLE>
                                        7
<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 June 30, 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 June 30,  2001,  the  Company  had total  assets of $57,557 as compared to
$104,802 at June 30,  2000.  The  decrease  was related to net losses of $51,934
incurred  during the period from July 1, 2000 through June 30, 2001.  Also,  the
Company's  inventory  increased from $16,125 at June 30, 2000 to $32,369 at June
30, 2001.

RESULTS OF OPERATIONS
---------------------

During the nine months ended June 30, 2001, the Company  recorded sales totaling
$4,306 as  compared  with $700 for the nine  months  ended  June 30,  2000.  The
Company also incurred cost of sales totaling $3,466 and $475 for the nine months
ended June 30, 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  $13,930  for the nine  months  ended June 30, 2000 to $39,587 for the nine
months ended June 30, 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, (2) common stock issued to an officer resulting
in stock-based compensation of $2,500, and (3) the Company began paying a salary
to its  president  during the nine months ended June 30, 2001.  Interest  income
totaled  $1,774  and $-0- for the nine  months  ended  June 30,  2001 and  2000,
respectively.  The increase was due to the  investment of the proceeds  received
from a private placement offering in an interest bearing bank account.

                                        8
<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 4 - No response required.

Item 5 - Other information.

     During the three months ended June 30, 2001, the board of directors elected
     Jeff Lee as the Company's vice president.

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 nine months ended June 30, 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:    August 6, 2001                       BY: /s/ Scott M. Thornock
         --------------                           ------------------------------
                                                  Scott M. Thornock
                                                  President and Treasurer

                                       10