U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2000
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                     0-30657

                            WASATCH WEB ADVISORS, INC.
                 (Name of Small Business Issuer in its Charter)


                 UTAH                                     87-0638510
      (State or Other Jurisdiction of            (I.R.S. Employer I.D. No.)
       incorporation or organization)


                               941 East 3665 South
                           Salt Lake City, Utah 84106
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (801)231-6735

                           WASATCH WEB ADVISORS, INC.
                                  -------------

Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.01 par value
                                                               common stock


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State Issuer's revenues for its most recent fiscal year:  December 31, 2000
- $3,217.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     December 31, 2000 - $505.  There are  approximately 50,500 shares of common
voting stock of the Company not held by  affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past five years,  the
Company has arbitrarily valued these shares at par value of $0.01 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                JANUNARY 25, 2000
                                    1,092,357

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization, Charter Amendments and General History
     ----------------------------------------------------

     Wasatch  Web  Advisors,  Inc.,  a Utah  corporation  (the  "Company"),  was
organized  under the laws of the State of Utah on September 14, 1999.

          General History
          ---------------

     Prior to the Company's  organization,  it sold 200,000  "unregistered"  and
"restricted"  shares of common stock at $0.01 per share, with the Company having
received gross proceeds of $2,000.

     Following the Company's  organization,  it conducted an offering of 800,000
shares of  common  stock at a price of  $0.035  per  share.  This  offering  was
conducted  under  Rule  504 of  Regulation  D of  the  Securities  and  Exchange
Commission, and applicable provisions of Rule 144-14-25s of the Utah Division of
Securities,  which  provides for sales of securities by public  solicitation  to
"accredited  investors." The offering was subsequently  closed, with the Company
having received gross proceeds of $28,000.


        Sales of "Unregistered" and "Restricted" Securities Over the Past Three
        Years
        ------------------------------------------------------------------------

     For  information   concerning  sales  of  "unregistered"  and  "restricted"
securities  during  the past  three  years,  see the  caption  "Recent  Sales of
Unregistered Securities."

        Business.
        ---------

     The Company was  organized  to develop and market  Internet web page design
and  maintenance  for companies  that have not  previously  used the Internet to
market their goods and services.

        Risk Factors

        ------------

        EARLY STAGE OF DEVELOPMENT

     The Company was formed in September,  1999, and is at a very early stage of
development.  It is subject to all of the risks  inherent  in any new  business.
These risks include:

               The need for  substantial  capital  to  support  its  development
               efforts;  the need to attract and retain qualified  personnel and
               experienced  management; losses  associated  with start-up;  and
               competition.
<PAGE>

        LOSSES ASSOCIATED WITH START-UP

     The Company was formed  recently  and has limited  operating  history.  The
purchase of the necessary  computer and office  equipment and software  requires
large up front  expenditures  and working  capital  during the initial  start-up
period.  The Company  expects  that its initial  expenses  will result in losses
early in its  development.  It cannot guarantee that it will become  profitable
after it completes  its initial  purchases.  See  "Management's  Discussion  and
Analysis or Plan of Operation," Part I, Item 2.

        FLUCTUATIONS IN QUARTERLY OPERATING RESULTS AND MARGINS; SEASONALITY OF
        BUSINESS

     The Company's  operating results are likely to fluctuate in the future as a
result of a variety of  factors,  many of which will be  outside  the  Company's
control. Some of these factors may include material reduction or cancellation of
major  projects  or the loss of a major  client;  the  amount  and timing of the
receipt of new business;  timing of hiring or loss of personnel;  the amount and
timing of the opening or closing of an office;  the amount and the  relative mix
of  high-margin  creative or strategy  consulting  projects as compared to lower
margin projects,  capital expenditures and other costs relating to the expansion
of  operations;  the level of demand for web site  development;  the  ability to
maintain  adequate  staffing  to  service  clients  effectively;   the  cost  of
advertising and related media;  the amount and timing of expenditures by clients
for  professional  services;  the  introduction  of new  products or services by
competitors;  pricing  changes  in the  industry;  relative  mix of  lower  cost
full-time  employees  versus  higher  cost  independent  contractors;  technical
difficulties  with  respect  to the  use of the  Internet;  economic  conditions
specific  to  Internet  technology  usage;   government   regulation  and  legal
developments regarding the use of the Internet; and general economic conditions.
The  Company may also  experience  seasonality  in its  business,  resulting  in
diminished  revenues  as a  consequence  of  decreased  demand for  professional
services during summer and year-end vacation and holiday periods.  Due to all of
the foregoing factors,  the Company's operating results in any given quarter may
fall  below  expectations.  In such an event,  any future  trading  price of the
Company's common stock would likely be materially and adversely affected.

        EVOLVING BUSINESS MODEL

     The Company and its  prospects  must be  considered  in light of the risks,
expenses and difficulties  frequently encountered by companies in an early stage
of development,  particularly companies in new and rapidly evolving markets such
as Internet solutions and services.  Such risks for the Company include, but are
not limited to, an evolving  business  model. To address these risks the Company
must,  among other things,  develop strong  business  development and management
activities,  develop the  strength and quality of its  operations,  maximize the
value  delivered to clients by the  Company's  Internet  solutions,  develop and
enhance the Company's brands,  respond to competitive  developments and attract,
retain and motivate  qualified  employees.  There can be no  assurance  that the
Company will be successful in meeting these challenges and addressing such risks
and the failure to do so could have a material  adverse  effect on the Company's
business, financial condition, result of operations and prospects.

        RISKS RELATED TO FUTURE ACQUISITIONS

     A key  component  of the  Company's  growth  strategy is expected to be the
acquisition  of firms that meet the Company's  goals for strategic  growth.  The
successful  implementation of this strategy will depend on the Company's ability
to  identify  suitable  acquisition   candidates,   acquire  such  companies  on
acceptable terms and integrate their operations  successfully  with those of the
Company.  There can be no  assurance  that the Company  will be able to identify
additional suitable  acquisition  candidates or that the Company will be able to
acquire such candidates on acceptable terms.  Moreover,  in pursuing acquisition
opportunities,  the Company may compete with other companies with similar growth
strategies,  certain  of  which  competitors  may be  larger  and  have  greater
financial  and  other   resources  than  the  Company.   Competition  for  these
acquisition  targets may also result in increased prices of acquisition  targets
and a diminished pool of companies available for acquisition.  Acquisitions also
involve a number of other  risks,  including  adverse  effects on the  Company's
reporting operating results from increases in goodwill,  amortization,  acquired
in-process  technology,  stock  compensation  expense resulting from newly hired
employees,  the diversion of management  attention,  potential disputes with the
sellers of one or more acquired  entities and the possible failure to retain key
acquired personnel.  Lack of client satisfaction or performance problems with an
acquired firm could also have a material adverse impact on the reputation of the
Company as a whole, and any acquired subsidiary could significantly underperform
relative to the Company's expectations.  For all of these reasons, the Company's
pursuit of an overall  acquisition  strategy or any individual pending or future
acquisition  may have a  material  adverse  effect  on the  Company's  business,
financial  condition,  results of operations and prospects.  Management  expects
that, for the foreseeable  future,  shares of the Company's common stock will be
the sole consideration for any such acquisition.  As the Company issues stock to
complete any future acquisition, existing shareholders will experience ownership
dilution.
<PAGE>

        RISKS ASSOCIATED WITH FAILURE TO MANAGE GROWTH

     At  present,  the  Company's  employees  include  and  are  limited  to its
President,  James Doolin,  and Secretary,  Alycia Anthony.  Any expansion of the
Company's  operations would place a significant strain on its limited personnel,
management  and  other  resources.  Depending  on the  success  of  its  planned
operations,  the Company may be required to attract,  train, motivate and manage
new  employees   successfully  and  to  develop   operational,   management  and
information  systems and controls.  There can be no assurance that the Company's
systems,  procedures or controls  will be adequate to support its  operations or
that its  management  will be able to achieve the rapid  execution  necessary to
exploit the market for the Company's  business model. The failure to effectively
manage growth could have a material  adverse  effect on the Company's  business,
financial condition, results of operation and prospects.

        COMPETITION; LOW BARRIERS TO ENTRY

     The market for Internet  professional services is relatively new, intensely
competitive,  rapidly evolving and subject to rapid  technological  change.  The
Company  expects  competition to persist,  intensify and increase in the future.
The Company's competitors can be divided into several groups:  computer hardware
and  service  vendors,   national  advertising  and  media  agencies,   Internet
integrators and web presence  providers,  large information  consulting  service
providers,  Internet and online service providers and software vendors. Many of
the Company's current and potential competitors have longer operating histories,
larger  installed  customer  bases,   longer   relationships  with  clients  and
significantly  greater  financial,  technical,  marketing  and  public  relation
sources than the Company and could decide at any time to increase their resource
commitments to the Company's target market. In addition, the market for web site
development  is relatively new and subject to continuing  definition,  and, as a
result, may better position the Company's  competitors to compete in this market
as  it  matures.   As  a  strategic  response  to  changes  in  the  competitive
environment,  the Company may from time to time make  certain  pricing,  service
technology or marketing  decisions or business or technology  acquisitions  that
could  have a  material  adverse  effect on the  Company's  business,  financial
condition,  results  of  operations  and  prospects.  Competition  of  the  type
described  above  could  materially  adversely  affect the  Company's  business,
results of operations, financial conditions and prospects.

     In addition,  the Company's ability to maintain future client relationships
and generate new clients will depend to a  significant  degree on the quality of
its  services  and its  reputation  among its  clients  and  potential  clients,
compared with the quality of its services  provided by, and the  reputations of,
the  Company's  competitors.  To the extent  the  Company  loses  clients to its
competitors  because  of  dissatisfaction  with the  Company's  services  or its
reputation is adversely affected for any other reason,  the Company's  business,
result of operations,  financial  conditions  and prospects  could be materially
adversely affected.

     There are  relatively  low barriers to entry into the  Company's  business.
Because  firms such as the Company rely on the skill of their  personnel and the
quality of their client  service,  they have no patented  technology  that would
preclude or inhibit  competitors  from entering  their  markets.  The Company is
likely to face additional  competition  from new entrants into the market in the
future.  There can be no assurance that existing or future  competitors will not
develop or offer services that provide significant performance,  price, creative
or other  advantages  over those  offered  by the  Company,  which  could have a
material  adverse  effect  on its  business,  financial  condition,  results  of
operations and prospects.

        DEVELOPING INTERNET ECONOMY, MARKET FOR E-COMMERCE SOLUTIONS; UNPROVEN
        ACCEPTANCE OF THE COMPANY'S SERVICES

     A substantial  portion of the  Company's  revenue is expected to be derived
from services  that depend upon the adoption of Internet  solutions by companies
to  improve  their  business  positioning  and  processes,   and  the  continued
development of the World Wide Web, the Internet and e-commerce. The Internet may
not  prove  to  be  a  viable  commercial   marketplace  because  of  inadequate
development of necessary  infrastructure,  lack of development of  complementary
products,  implementation of competing technology,  delays in the development or
adoption of new standards and protocols  required to handle  increased levels of
Internet  activity,  government  regulation or other  reasons.  The Internet has
experienced,  and is expected to continue to experience,  significant  growth in
the number of users and volume of traffic.  There can be no  assurance  that the
Internet  infrastructure  will continue to be able to support the demands placed
on it by this continuous growth. Moreover, critical issues concerning the use of
Internet and e-commerce solutions (including security, reliability, cost ease of
deployment and  administration and quality of service) remain unresolved and may
affect  the  growth of the use of such  technologies  to  maintain,  manage  and
operate a business,  expand product marketing,  improve corporate communications
and increase business efficiencies. The adoption of Internet solutions for these
purposes,   particularly  by  those   individuals  and  enterprises   that  have
historically relied on traditional means, can be capital intensive and generally
requires the  acceptance  of a new way of  conducting  business  and  exchanging
information If critical issues  concerning the ability of Internet  solutions to
improve  business   positioning  and  processes  are  not  resolved  or  if  the
infrastructure is not developed,  the Company's business,  financial  condition,
results of operations and prospects will be materially adversely affected.
<PAGE>

        CONFLICTS OF INTEREST

     Conflicts  of interest are  inherent in certain  segments of the  marketing
communications  industry,  particularly  in  advertising.  The Company  will not
likely be able to pursue potential  advertising and other opportunities  because
such  opportunities  will  require  the  Company to provide  services  to direct
competitors of existing  clients.  In addition,  the Company risks alienating or
straining  relationships  with existing  clients each time the Company agrees to
provide  services to even  indirect  competitors  of existing  Company  clients.
Conflicts of interest may  jeopardize  the stability of revenues  generated from
existing  clients and  preclude  access to business  prospects,  either of which
developments  could have a material  adverse  effect on the Company's  business,
financial condition, results of operations and prospects.

        RAPID TECHNOLOGY CHANGE

     The market for Internet  solutions and marketing  services is characterized
by rapid  technological  change,  changes  in user and client  requirements  and
preferences,  frequent  new  product  and service  introductions  embodying  new
processes and  technologies and evolving  industry  standards and practices that
could  render  the  Company's   proposed  service  practices  and  methodologies
obsolete.  The Company's success will depend, in part, on its ability to develop
services and solutions that address the  increasingly  sophisticated  and varied
needs  of its  prospective  clients,  and  respond  to  technological  advances,
emerging industry  standards, practices  and competitive  service offerings.
Failure to do so could result in the loss of existing customers or the inability
to attract and retain new customers,  either of which  developments could have a
material adverse effect on the Company's business,  financial condition, results
of operations and prospects.  There can be no assurance that the Company will be
successful in responding  quickly,  cost-effectively  and  sufficiently to these
developments.  If the  Company  is unable,  for  technical,  financial  or other
reasons,  to adapt in a timely manner in response to change in market conditions
or client requirements,  its business, financial condition, result of operations
and prospects would be materially adversely affected.

        POTENTIAL LIABILITY TO CLIENTS

     Many of the Company's consulting  engagements will involve the development,
implementation  and  maintenance  of  applications  that  are  critical  to  the
operations  of its  clients'  businesses.  Its  failure or  inability  to meet a
client's  expectations  in the  performance  of its  services  could  injure the
Company's  business  reputation  or result in a claim for  substantial  damages,
regardless of its responsibility for such failure. In addition, the Company will
possess  technologies  and content that may include  confidential or proprietary
client  information.  Although the Company has  implemented  policies to prevent
such client  information  from being disclosed to  unauthorized  parties or used
inappropriately, any such unauthorized disclosure or use could result in a claim
for substantial  damages.  The successful  assertion of one or more large claims
against the Company that are uninsured,  exceed available  insurance coverage or
result  in  changes  to the  Company's  insurance  policies,  including  premium
increases or the imposition of a large deductible or co-insurance  requirements,
could  adversely  affect  the  Company's  business,  results of  operations  and
financial  conditions.  The  Company  does not  currently  have any  "errors and
omissions"  policies  that would  cover any such  claim,  and does not expect to
obtain any such insurance  until it can pay for such coverage from revenues,  as
to which there can be no assurance.

        FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

     The Company currently anticipates that its available cash resources will be
sufficient  to meet  its  presently  anticipated  working  capital  and  capital
expenditure requirements for the next fiscal year. However, the Company may need
to raise additional funds in order to support expansion, develop new or enhanced
services and products,  respond to competitive pressures,  acquire complimentary
businesses or technologies or take advantage of unanticipated opportunities. The
Company's  future liquidity and capital  requirements  will depend upon numerous
factors,  including the success of its proposed service  offerings and competing
technological  and market  developments.  The  Company  may be required to raise
additional funds through public or private financing, strategic relationships or
other  arrangements.  There can be no assurance that such additional funding, if
needed,  will be  available  on  terms  acceptable  to the  Company,  or at all.
Furthermore,  any additional  equity  financing may be dilutive to stockholders,
and debt financing, if available,  may involve restrictive covenants,  which may
limit the  Company's  operating  flexibility  with  respect to certain  business
matters.  If  additional  funds  are  raised  through  the  issuance  of  equity
securities,  the percentage ownership of the stockholders of the Company will be
reduced,  stockholders may experience  additional dilution in net book value per
share  and such equity  securities  may have rights,  preferences or privileges
senior to those of the holder of the Company's  common stock.  If adequate funds
are not available on acceptable  terms,  the Company may be unable to develop or
enhance its services and products,  take  advantage of future  opportunities  or
respond to  competitive  pressures,  any of which could have a material  adverse
effect  on  its  business,   financial  condition,  results  of  operations  and
prospects.
<PAGE>

        GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     The Company is not currently subject to direct government regulation, other
than  the  securities  laws and the  regulations  thereunder  applicable  to all
publicly  owned  companies,  and laws and  regulations  applicable to businesses
generally,  and there are currently few laws or regulations  directly applicable
to  access  to or  commerce  on the  Internet.  However,  due to the  increasing
popularity  and use of the  Internet,  it is  likely  that a number  of laws and
regulations  may be adopted  at the local,  state,  national  and  international
levels  with  respect to issues  such as user  privacy,  freedom of  expression,
pricing of products and services, taxation,  advertising,  intellectual property
rights,  information  security or the  convergence of traditional  communication
services with Internet  communications.  For example, the Telecommunications Act
of 1996 (the "Telecommunications  Act") imposes criminal penalties on anyone who
distributes obscene or indecent  communications over the Internet.  Although the
anti-indecency  provisions  of the  Telecommunications  Act have  been  declared
unconstitutional  by the federal courts,  the increased  attention  focused upon
these liability issues as a result of the Telecommunications Act could adversely
affect  the  growth of the  Internet  and  therefore  demand  for the  Company's
services.  In addition,  because the growth in the electronic  commerce  market,
Congress  has held  hearings on whether to regulate  providers  of services  and
transactions  in  the  electronic  commerce  market,   which  regulations  could
negatively   affect  client  demand  for  Internet   solutions  that  facilitate
electronic commerce.  Moreover, the adoption of any such laws or regulations may
decrease growth of the Internet, which could in turn decrease the demand for the
Company's  services or increase  cost of doing  business or in some other manner
have a material adverse effect on the Company's business,  financial conditions
results of  operations  or  prospects.  In addition,  the  applicability  to the
Internet  of  existing  laws  governing  issues  such  as  property   ownership,
copyrights and other intellectual property issues,  taxation, libel and personal
property is uncertain.  The vast majority of such laws were adopted prior to the
advent of the  Internet  and  related  technologies  and,  as a  result,  do not
contemplate   or  address  the  unique   issues  of  the  Internet  and  related
technologies.  Changes to such laws intended to address these issues,  including
some recently  proposed  changes,  could create  uncertainty in the  marketplace
which could  reduce  demand for the  Company's  services or increase the cost of
doing business as a result of costs of litigation or increased  service delivery
costs,  or could in some  other  manner  have a material  adverse  effect on the
Company's business, financial condition, results of operations and prospects.

        CONCENTRATION OF STOCK OWNERSHIP

     Five  entities  beneficially  own a majority of the  Company's  outstanding
common stock.  As a result,  the entities  will be able to exercise  significant
influence  over  all  matters  requiring  stockholder  approval,  including  the
election of directors and approval of significant corporate  transactions.  Such
concentration  of ownership may also have the effect of delaying or preventing a
change in control of the Company.

        SUSCEPTIBILITY TO GENERAL ECONOMIC CONDITIONS

     The  Company's   revenues  and  results  of   operations   are  subject  to
fluctuations  based  upon  general  economic  conditions.  If there were to be a
general economic downturn or a recession in the United States,  then the Company
expects that business enterprises,  including its potential clients, likely will
substantially  and immediately  reduce their budgets.  Any future clients of the
Company that have substantial overseas operations may also be adversely affected
by economic  conditions  in overseas  markets such as the recent  volatility  in
Asian and  Russian  economies  and Asian and  Russian  currency  and  securities
markets.  In the event of such an economic  downturn,  the  Company's  business,
financial  condition,  results of operations and prospects may be materially and
adversely affected.

        DIVIDENDS

     The Company  does not expect to pay  dividends  on its common  stock in the
foreseeable  future.  Future  dividends,  if any, will depend upon the Company's
earnings, if any.
<PAGE>

        AUDITOR'S "GOING CONCERN" OPINION

     The  independent  auditor's  report issued in  connection  with the audited
financial  statements  of the Company for the period  ended  December  31, 2000,
expresses  "substantial doubt about its ability to continue as a going concern,"
due to the  Company's  status as a  development  stage  company  and its lack of
significant operations. See the index to financial statements,  part f/s of this
filing.

        DEPENDENCE ON MANAGEMENT

     For the foreseeable future, the Company will be entirely dependent upon the
services of its officers and directors.  The Company has no employment agreement
with its only employees,  James Doolin and Alycia Anthony, and does not maintain
"key man" life insurance for them.

        PENNY STOCK

     The  Company's  common stock is "penny  stock" as defined in Rule 3a51-1 of
the Commission.  This  designation  may adversely  affect the development of any
public  market  for the  Company's  shares of common  stock or, if such a market
develops, its continuation.  Broker-dealers are required to personally determine
whether an investment in "penny stock" is suitable for customers.

     Penny stocks are  securities (i) with a price of less than five dollars per
share; (ii) that are not traded on a "recognized" national exchange; (iii) whose
prices are not quoted on the NASDAQ automated  quotation  system  (NASDAQ-listed
stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net
tangible  assets  less than  $2,000,000  (if the issuer  has been in  continuous
operation  for at least three years) or $5,000,000  (if in continuous  operation
for less  than  three  years),  or with  average  annual  revenues  of less than
$6,000,000 for the last three years.

     Section  15(g) of the 1934 Act,  and Rule 15g-2 of the  Commission  require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing any shares that are deemed to be "penny stock."

     Rule 15g-9 of the  Commission  requires  broker-dealers  in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these requirements may make it more difficult for the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.

        SALE OF "RESTRICTED" SHARES

     Some  of  the  outstanding   shares  of  the  Company's  common  stock  are
"restricted  securities" within the meaning of Rule 144 of the Securities Act of
1933, as amended (the "1933 Act").  If a market for the  Company's  common stock
ever  develops,  these  shares may be sold under Rule 144,  and sales may have a
negative effect on the Company's stock price.

        PRINCIPAL PRODUCTS AND SERVICES

     The  Company has  engaged in the  business of Internet  web page design for
small and medium-size companies.

        RECENT PUBLIC ANNOUNCEMENTS

     None; not applicable.
<PAGE>

        DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES

     The Company intends to outsource hosting its clients web sites to unrelated
third parties. The Company expects that these third parties will be able to host
an unlimited number of web sites.

     Management  plans to advertise the Company's  services  through mailings to
new  businesses,  principally in Utah.  Information on new businesses is readily
available from various governmental  agencies,  such as Secretaries of State and
local business licensing  offices.  The Company also plans on advertising direct
to future clients through its own web site.

     The  Company  will  continue  to  advertise  and plans on  increasing  it's
presence on the  internet  by  advertising  through  banner  advertisements  and
submitting to a variety of search  engines.  There can be no assurance  that the
Company  will  receive  sufficient  operating  revenues  to  meet  its  intended
advertising  budget; if it is not successful in this regard,  the Company may be
unable to attract a  sufficient  number of new clients to allow its  business to
continue.

        COMPETITIVE BUSINESS CONDITIONS

     The communications and information services industry is highly competitive.
Many  of the  Company's  existing  and  potential  competitors  have  financial,
personnel, marketing and other resources significantly greater than those of the
Company, as well as other competitive  advantages  including customer bases. See
the Risk  Factor  "Competition;  Low  Barriers  of Entry"  Part 1, Item 1.

        PATENTS, TRADEMARKS, LICENSES, FRANCHISEES, CONCESSIONS, ROYALTY
        PAYMENTS OR LABOR CONTRACTS

     None; not applicable.

        NEED FOR GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

     Upon the effective date of this  Registration  Statement,  the Company will
become  subject to Regulation  14A  promulgated  by the  Securities and Exchange
Commission  under  the 1934  Act.  Section  14(a) of the 1934 Act  requires  all
companies with securities registered pursuant to Section 12(g) thereof to comply
with the  rules  and  regulations  of the  Securities  and  Exchange  Commission
regarding proxy  solicitations as outlined in Regulation 14A. Matters  submitted
to  stockholders  of the  Company  at a special  or annual  meeting  thereof  or
pursuant  to a  written  consent  shall  require  the  Company  to  provide  its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14;  preliminary  copies of this information must be submitted to the Securities
and  Exchange  Commission  at least 10 days  prior to the date  that  definitive
copies of this  information are forwarded to  stockholders.  See the Risk Factor
"Government Regulation and Legal Uncertainties," Part 1, Item 1.

        EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON BUSINESS

     Other than  maintaining  its good standing in the State of Utah;  complying
with applicable local business  licensing  requirements;  preparing its periodic
reports under the Securities  Exchange Act of 1934, as amended (the "1934 Act");
and complying with other  applicable  securities  laws, rules and regulations as
set forth  above,  the  Company  does not  believe  that  existing  or  probable
governmental regulations will have a material effect on its operations. However,
the Internet is a rapidly evolving  commercial  medium and may become subject to
numerous  types of  regulation  in the  future.  Areas of  potential  regulation
include user privacy,  advertising,  information security and taxation.  Because
Internet commerce is developing so rapidly, it is impossible to predict the type
and  extent  of  governmental  regulation  in the  future.  See the Risk  Factor
"Government Regulation and Legal Uncertainties," Part 1, Item 1.

        RESEARCH AND DEVELOPMENT

     Although  the  Internet web site design  industry  relies on the  technical
knowledge of site  designers,  management  does not believe  that the  Company's
proposed  operations  will require  research and  development in the traditional
sense.  The  Company's  Secretary,  Alycia  Anthony  has  training  in  computer
information  science and will be  responsible  for all of the Company's web site
design for the foreseeable future.
<PAGE>

        NUMBER OF EMPLOYEES

     Other than its President, James Doolin, and Secretary,  Alycia Anthony, the
Company  currently  has no  employees.  Mr.  Doolin  and  Ms.  Anthony  will  be
responsible  for all of the Company's  proposed  operations for the  foreseeable
future. The Company will hire an additional clerical worker if necessary, and if
it is able to pay that  worker's  wages or salary from  operating  revenues.  If
managment  deems it necessary  they may elect to outsource many of the technical
aspects of the business.


Item 2.  Description of Property.
         -----------------------

     The Company currently owns a computer system, web site programming software
and art program software. Its business address is the home office address of its
Secretary,  Alycia  Anthony,  and is  provided  rent-free.  The Company has free
access to Ms.  Anthony's  telephone system and free access to the Internet via a
Internet  service  provider.  Depending  on its growth,  the Company may find it
necessary to acquire an office and telephone  system of its own, but  management
does not believe that this will be necessary in the near future.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.


Item 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     During the fourth  quarter of the year ended  December 31, 2000,  no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     There  has been no  "public  market"  for  shares  of  common  stock of the
Company. However, the Company recently obtained quotation of its common stock on
the OTC Bulletin Board of the NASD, the Company cannot guarantee that any public
market will develop for its securities or that, if any such market develops,  it
will be  maintained.  As a result,  stockholders  may not be able to sell  their
shares readily, if at all.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 40.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

     On August 11, 1999,  the Company  issued  200,000  shares to the  Company's
officers,  directors and a consultant in  consideration of the payment of $2,000
to the Company.

     On  December  20,  1999,  the Company  conducted  an offering of of 800,000
shares of  common  stock at a price of  $0.035  per  share.  This  offering  was
conducted  under  Rule  504 of  Regulation  D of  the  Securities  and  Exchange
Commission and applicable state laws,  rules and  regulations.  The offering was
subsequently closed, with the Company having received gross proceeds of $28,000.

     On April 27, 2000, the Company  issued 142,857 shares  pursuant to Rule 701
of the 1933  Act.  These  shares  were  issued  to the  Company's  attorney,  in
accordance with a written plan adopted by the Board of Directors for services in
the amount of $5,000, rendered to the Company, issued at $.035 per share.
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     The Company is a development  stage  company.  Management  believes that in
light of the large  increase in the number of small and  medium-sized  companies
that will become connected to the Internet, the size of the potential market for
goods  and  services  on  the  Internet  will  continue  to  increase   rapidly.
Accordingly,  the  volume  of  business  available  to  those  who  can  provide
well-prepared web pages and related services will also increase rapidly over the
next several years.

     The  Company  plans to  provide a range of web page  design  and  marketing
services.  In  addition,  the  Company  intends  to  expand  its  operations  by
acquiring,  joint venturing or merging with other Internet service  providers in
exchange for the issuance of shares of its common stock.  As of the date of this
Registration Statement,  the Company has not entered into any agreements in this
regard,  and  there is no  assurance  that the  Company  will be  successful  in
entering into a transaction with any such entity.

     During the next 12 months,  management plans to spend approximately  $8,000
to $10,000 in advertising expenses.  Methods of advertising will include further
development  of  the  Company's  website,   internet  "banner"  ads,  and  print
advertisement in local newspapers. Also management is currently negotiating with
an  independent  contractor  to provide  web-site  development  services for the
Company.

          The foregoing contains  "forward-looking"  statements and information,
all of which is modified by reference to the caption "Risk Factors."

Results of Operations.
----------------------

     The Company has commenced its intended web site design  operations  and has
begun advertising its design services through mailings and on the Internet.  See
the heading "Distribution Methods of the Products or Services."

     At December 31, 2000,  the Company's had $23,053  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the period ended  December  31, 2000,  the Company had a net loss of
$6,964. The Company received $3,217 in revenues in the period ended December 31,
2000. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

     As of  December  31,  2000,  the  Company  had  cash on  hand  of  $20,293.
Management  believes that these funds will be sufficient to allow it to commence
advertising  via mailings and through the  Internet.  The Company has  previosly
purchased the computer equipment to begin operations. The Company's cash on hand
will be sufficient  to allow it to further  operations;  however,  the Company's
success in its planned business endeavors will depend entirely on its ability to
attract and maintain a sufficient base of web site design  clients.  The Company
has commenced  operations,  but it cannot provide any assurances that it will be
successful in this effort.


Item 7.  Financial Statements.
         ---------------------

     Financial Statements for the years ended December 31, 2000 and 1999

          Independent Auditors' Report

          Balance Sheets - December 31, 2000

          Statements of Operations for the years ended
          December 31, 2000 and 1999

          Statements of Stockholders' Equity for the
          years ended December 31, 2000 and 1999

          Statements of Cash Flows for the years ended
          December 31, 2000 and 1999

          Notes to the Financial Statements

<PAGE>


                                  WASATCH WEB ADVISORS, INC.
                                 [A Development Stage Company]

                                     FINANCIAL STATEMENTS

                                       December 31, 2000

                              [WITH INDEPENDENT AUDITORS' REPORT]

<PAGE>
<TABLE>
<CAPTION>

                                  WASATCH WEB ADVISORS, INC.
                                 [A Development Stage Company]

                                      Table of Contents

                                                                                       Page

<S>                                                                                     <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . .        1


Balance Sheet - December 31, 2000 . . . . . . . . . . . . . . . . . . . . . . .         2


Statements of Stockholders' Equity/(Deficit) for the Period from
Inception [September 14, 1999] through December 31, 2000  . . . . . . . . .. . .        3

Statements of Operations for the Years Ended December 31, 2000 and 1999 and
for the Period from Inception [September 14, 1999] through December 31, 2000. .         4


Statements of Cash Flows for the Years Ended December 31, 2000 and 1999, and
for the Period from Inception [September 14, 1999] through December 31, 2000 . .        5


Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .         6 - 8

</TABLE>
<PAGE>
                                 INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
WASATCH WEB ADVISORS, INC.
Salt Lake City, Utah

We have audited the accompanying balance sheet of Wasatch Web Advisors,  Inc. [a
development  stage company] as of December 31, 2000, and the related  statements
of  stockholders' equity/(deficit),  operations,  and cash flows for the years
ended  December 31, 2000 and 1999 and for the period from  inception  [September
14,  1999]  through  December  31,  2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Wasatch Web Advisors,  Inc. as
of December 31, 2000,  and the results of operations and cash flows for the year
ended December 31,  2000,and for the period from inception  [September 14, 1999]
through  December 31, 2000, in conformity  with  generally  accepted  accounting
principles.

The accompanying  financial  statements have been prepared assuming that Wasatch
Web Advisors,  Inc. will continue as a going concern.  As discussed in Note D to
the  financial  statements,  the  Company  has  accumulated  losses and is still
developing its planned  operations.  These issues raise  substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note D. The  financial  statements  do not
include any adjustment that might result from the outcome of this uncertainty.

                                                   /S/ MANTYLA MCREYNOLDS
                                                       Mantyla McReynolds
January 19, 2001
Salt Lake City, Utah
<PAGE>
<TABLE>
<CAPTION>

                                  WASATCH WEB ADVISORS, INC.
                                 [A Development Stage Company]
                                        Balance Sheet
                                       December 31, 2000


ASSETS

Current Assets:
<S>                                                               <C>
     Cash                                                         $              20,293
          Total Current Assets                                                   20,293

Property & Equipment                                                              4,003
Less: Accumulated Depreciation                                                   (1,243)
                                                                                  2,760

TOTAL ASSETS                                                      $              23,053
                                                                  ======================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Taxes payable - Notes A & C                                 $                  100
          Total Current Liabilities                                                 100
               Total Liabilities                                                    100
Stockholders' Equity - Note
     Common stock, $.01 par value;
       authorized 50,000,000 shares; issued
       and outstanding 1,142,857                                                 11,429
     Additional paid-in capital                                                  23,571
     Deficit accumulated during development stage                               (12,047)
          Total Stockholders' Equity                                             22,953
                                                                 ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $               23,053
                                                                 ======================



                        See accompanying notes to financial statements


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                  WASATCH WEB ADVISORS, INC.
                                 [A Development Stage Company]
                         Statements of Stockholders' Equity/(Deficit)
         For the Period from Inception [September 14, 1999] through December 31, 2000

                                                                                  Deficit
                                                                                Accumulated
                                                                Additional        During            Total
                                 Number of        Common          Paid-in       Development     Stockholders'
                                  Shares           Stock          Capital          Stage       Equity/(Deficit)
                              --------------- --------------  -------------- ----------------  ---------------

<S>               <C> <C>                  <C>            <C> <C>         <C>              <C> <C>        <C>
Balance, December 31, 1998                -0-            -0-  $          -0- $            -0-  $          -0-
Issued stock for cash , organization at
$.01 per share                        200,000          2,000                                            2,000
Issued stock for cash , $.035 per shar800,000          8,000          20,000                           28,000
Net loss for 1999                                                                     (5,083)          (5,083)
                              --------------- --------------  -------------- ----------------  ---------------
Balance, December 31, 1999          1,000,000         10,000          20,000          (5,083)          24,917
Issued stock for debt and legal fees,
$.035 per share                       142,857          1,429           3,571                            5,000
Net loss for 2000                                                                     (6,964)          (6,964)
                              --------------- --------------  -------------- ----------------  ---------------
Balance, December 31, 2000          1,142,857        $11,429         $23,571        ($12,047)         $22,953
                              =============== ==============  ============== ================  ===============






























                           See accompanying notes to financial statements


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                     WASATCH WEB ADVISORS, INC.
                                    [A Development Stage Company]
                                      Statements of Operations
                    For the Year Ended December 31, 2000 and for the Period from
                       Inception [September 14, 1999] through December 31, 2000



                                                                                                 From
                                                                                              Inception
                                                                                              [9/14/99]
                                                                                               through
                                                     2000                  1999                12/31/00
                                                 -------------       -----------------     ----------------
<S>                                            <C>                  <C>                 <C>
Revenues                                       $         3,217      $              935  $             4,152
Cost of Sales                                              140                     935                1,075
                                                 -------------       -----------------     ----------------
  Gross Margin                                           3,077                       0                3,077

General and Administrative Expenses                      9,941                   4,983               14,924
                                                 -------------       -----------------     ----------------
Net Loss from Operations                                (6,864)                 (4,983)             (11,847)


                                                 -------------       -----------------     ----------------
       Net Loss Before Income Taxes                     (6,864)                 (4,983)             (11,847)

Provision for Income Taxes - Notes A&C                     100                     100                  200
                                                 -------------       -----------------     ----------------

Net Loss                                       $       (6,964)     $           (5,083) $           (12,047)
                                                 =============       =================     ================

Loss Per Share                                 $         (.01)     $             (.01) $              (.01)
                                                 =============       =================     ================

Weighted Average Shares Outstanding                  1,090,554               1,000,000            1,069,922
                                                 =============       =================     ================









                           See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                    WASATCH WEB ADVISORS, INC.
                                   {A Development Stage Company]
                                     Statements of Cash Flows
                   For the Year Ended December 31, 2000 and for the Period from
                     Inception [September 14, 1999] through December 31, 2000


                                                                                               For the
                                                                                             period from
                                                                                              Inception
                                                                                              [11/3/99]
                                                                                               through
Cash Flows Provided by/(Used for) Operating Activities          2000            1999           12/31/00
                                                            ------------    ------------    --------------
<S>                                                      <C>             <C>             <C>
Net Loss                                                 $       (6,964) $       (5,083) $        (12,047)
Adjustments to reconcile net income to net cash provided by
operating activities:
    Depreciation                                                    932             311             1,243
    Increase in income taxes payable                                                100               100
    Increase in amount due to shareholder                         1,500           3,500             5,000
    Increase in accrued liabilities                                (138)            138                 0
                                                            ------------    ------------    --------------
       Net Cash Provided by/(Used for) in Operating  Activities  (4,670)         (1,034)           (5,704)

Cash Flows Provided by Investing Activities
    Purchase of equipment                                                        (4,003)           (4,003)
                                                            ------------    ------------    --------------
              Net Cash Used by Investing Activities                   0          (4,003)           (4,003)

Cash Flows Provided by Financing Activities
    Issued stock for cash                                                         30,000            30,000
                                                            ------------    ------------    --------------
              Net Cash Provided by Financing Activities               0           30,000            30,000

              Net Increase(decrease) in Cash                     (4,670)         24,963            20,293

Beginning Cash Balance                                           24,963             -0-               -0-
                                                            ------------    ------------    --------------

Ending Cash Balance                                      $       20,293  $       24,963  $         20,293
                                                            ============    ============    ==============

Supplemental Disclosure Information:
  Cash paid during the year for interest                 $          -0-             -0-               -0-
  Cash paid during the year for income taxes                        100             -0-               100
  Issued stock for shareholder debt                               5,000             -0-             5,000








                        See accompanying notes to financial statements
</TABLE>
<PAGE>

                                  WASATCH WEB ADVISORS, INC.
                                 Notes to Financial Statements
                                       December 31, 2000



NOTE A         Summary of Significant Accounting Policies

        Company Background

          The  Company  incorporated  under  the  laws of the  State  of Utah on
          September 14, 1999.  The Company was organized to engage in any lawful
          activity  for  which  corporations  may be  organized  under  the Utah
          Revised Business  Corporation  Act. Wasatch Web Advisors,  Inc., is in
          the development  stage and is still  organizing its planned  principal
          operations,   which  is  to  advertise  and  offer  Internet   website
          development for small to medium size businesses.

          The  financial  statements  of  the  Company  have  been  prepared  in
          accordance  with  generally  accepted   accounting   principles.   The
          following summarizes the more significant of such policies:

        Statement of Cash Flows

          Cash is comprised of cash on hand or on deposit in banks.  The Company
          has $20,293 as of December 31, 2000.

        Property & Equipment

          Property and  equipment are stated at cost.  Depreciation  is provided
          using the  straight-line  basis over the useful  lives of the  related
          assets.  Expenditures  for  maintenance  and  repairs  are  charged to
          expense as incurred.

        Income Taxes

          The Company applies Statement of Financial  Accounting Standard (SFAS)
          No. 109,  "Accounting For Income Taxes," which is effective for fiscal
          years  beginning  after  December 15, 1992.  SFAS No. 109 requires the
          asset and liability  method of accounting for income taxes.  The asset
          and  liability  method  requires  that the  current  or  deferred  tax
          consequences of all events recognized in the financial  statements are
          measured by applying the  provisions  of enacted tax laws to determine
          the  amount of taxes  payable  or  refundable  currently  or in future
          years. See Note C below.

        Net Loss Per Common Share

          Net loss per common share is based on the weighted  average  number of
          shares outstanding.



<PAGE>

                                  WASATCH WEB ADVISORS, INC.
                                 Notes to Financial Statements
                                       December 31, 2000


NOTE A         Summary of Significant Accounting Policies [continued]

        Use of Estimates in Preparation of Financial Statements

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


NOTE B         Issuance of Common Shares

          In  September,  1999,  pursuant  to  a  Preorganization   Subscription
          Agreement,  the Company  issued  200,000 shares of common stock at par
          ($.01) for cash to four  individuals,  three of whom are  officers and
          directors.  Additionally,  in accordance with a Subscription Agreement
          and Summary  Offering  Document,  the Company issued 800,000 shares of
          common stock at $.035 per share to 37 "accredited" investors for cash.

          On May 13, 2000,  the Company issued 142,857 shares of common stock to
          a shareholder  for debt incurred for legal fees in 1999 and 2000.  The
          shares were valued at $5,000 or $.035 per share.

NOTE C         Accounting for Income Taxes

          No  provision  has been made in the  financial  statements  for income
          taxes because the Company has accumulated losses from operations since
          inception.  Any deferred tax benefit  arising from the operating  loss
          carried forward is offset  entirely by a valuation  allowance since it
          is  currently  not  likely  that  the  Company  will  be  sufficiently
          profitable in the near future to take advantage of the losses.

Deferred tax assets                                 Balance        Tax      Rate
------------------------------------------------- ------------ ------------ ----
   Federal Loss carryforward(expires through 2015)     $12,047       $1,807 15%
   State Loss carryforward(expires through 2015)       $11,847         $592  5%
   Valuation allowance                                             ($2,399)
                                                               ------------
        Deferred tax asset                                               $0
                                                               ============

          The  amount  shown on the  balance  sheet  for  income  taxes  payable
          represents  the annual  minimum  franchise  amount due to the State of
          Utah.



<PAGE>

                                  WASATCH WEB ADVISORS, INC.
                                 Notes to Financial Statements
                                       December 31, 2000

NOTE D         Liquidity

          The Company has accumulated  losses since inception  totaling $12,047,
          and  had  minimal  operations  since  inception.   Financing  for  the
          Company's  activities to date has been primarily  provided by issuance
          of stock and advances from a  stockholder.  The  Company's  ability to
          achieve a level of profitable  operations and/or additional  financing
          impacts  the  Company's   ability  to  continue  as  it  is  presently
          organized.  Management is continuing to develop its planned  principal
          operations.   Should  management  be  unsuccessful  in  its  operating
          activities, the Company may experience material adverse effects.


NOTE E         Stockholder Loan/Related Party Transactions

          A stockholder  advanced legal services to the Company in the amount of
          $1,500 and $3,500  during the years ended  December 31, 2000 and 1999,
          respectively.  In 2000 this loan was settled through issuance of stock
          to the shareholder  (see Note B). The shareholder loan balance was $0,
          as of December 31, 2000.

NOTE F         Property & Equipment

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

                                                 Accumulated
         Asset Class                Cost        Depreciation       Method/Life
Computer Equipment                   $3,007              $801             SL/5
Software                                996               442             SL/3
                              ------------- -----------------
                        Total        $4,003            $1,243
                              ============= =================

          Depreciation  expense was $932 and $311,  for the years ended December
          31, 2000 and 1999.

<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------

     None; not applicable.

<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

        Identification of Directors and Executive Officers.
        ---------------------------------------------------

     The following table sets forth the name of the Company's  current directors
and executive  officers.  These persons will serve until the next annual meeting
of the  stockholders  (held  the third  Friday in August of each  year) or until
their successors are elected or appointed and qualified, or prior resignation or
termination. Their Date of Date of Positions Election or Termination

Name                  Held              Designation     or Resignation
----                  ----              -----------   --------------
JAMES P. DOOLIN      DIRECTOR &         SEP-12-99           *
                     PRESIDENT

RICK R. ANTHONY      DIRECTOR &         SEP-12-99           *
                     VICE PRESIDENT

ALYCIA C. ANTHONY    DIRECTOR &         SEP-12-99           *
                     SECRETARY


          * These persons presently serves in the capacities indicated.

Business Experience.
--------------------

     James P. Doolin,  President  and a director,  is 23 years of age. Mr Doolin
graduated  from the  University of Utah, in Salt Lake City. He graduated  with a
bachelor  of  science,  finance  degree.  Mr.  Doolin  has  been  working  as an
investment consultant since 1998.

     Rick R. Anthony,  Vice  President  and a director,  is 27 years of age. Mr.
Anthony  graduated  from the University of Utah, in Salt Lake City. He graduated
with a bachelor of fine arts. Mr. Anthony has been working as a public  educator
since 1996. He is also  currently  attending the  University of Utah's  graduate
program, seeking to obtain his masters in education.

     Alycia  C.  Anthony,  Secretary  and a  director,  is 26 years of age.  Ms.
Anthony  graduated from the University of Utah, in Salt Lake City. She graduated
with a bachelor  of  science,  and masters in  Economics.  Ms.  Anthony has been
working in the  public  finance  arena  since  1996.  For the past two years she
worked for the  consulting  firm of KPMG,  Peat  Marwick,  Consulting,  Inc. Ms.
Anthony currently works for the Salt Lake Organizing Committee.
<PAGE>

Significant Employees.
----------------------

     Other  than  James P.  Doolin and Alycia C.  Anthony,  the  Company  has no
employees.

Family Relationships.
---------------------

     The only family  relationships  that exist  between the  directors  and the
executive  officers  are as  follows:  James P.  Doolin is  Alycia C.  Anthony's
brother; and Alycia C. Anthony and Rick R. Anthony are married.

Involvement in Certain Legal Proceedings.
-----------------------------------------

          During the past five years, no present or former  director,  executive
officer or person nominated to become a director or an executive  officer of the
Company:

          (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
action),  the  Commission or the Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Each  of the  Company's  directors  have  filed  a  Form  3,  Statement  of
Beneficial  Ownership,  with the Securities and Exchange Commission;  there have
been no changes in their  beneficial  ownership of shares of common stock of the
Company since the filing of their Form 3.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

          The following table sets forth the aggregate  compensation paid by the
Company for services rendered during the periods indicated:

                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation

                       Annual Compensation Awards Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------



James P.
Doolin,      12/31/99   0     0     0      0     0     0   0
Director,    12/31/00   0     0     0      0     0     0   0
President

Rick R.
Anthony.

Director,    12/31/99   0     0     0      0     0     0   0
Vice         12/31/00   0     0     0      0     0     0   0
President

Alycia C.
Anthony,     12/31/99 $934.95 0     0      0     0     0   0
Director,    12/31/00   0     0     0      0     0     0   0
Secretary


     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the Company's management during the years ended
December  31, 2000 or 1999,  other than the  $934.95  that was paid to Alycia C.
Anthony for commissions  generating web pages for clients. The Company no longer
expects to compensate  Ms.  Anthony for services until the Company has generated
revenues  sufficient to pay such compensation.  The Company has not entered into
any  compensation   arrangement  with  Ms.  Anthony  as  of  the  date  of  this
Registration  Statement.  However,  Ms.  Anthony's or any other of the Company's
current and/or future employees  compensation  will not under any  circumstances
exceed the amount paid to other  persons with similar  experience  and expertise
performing  similar  services  in the web site  design  industry.  No  employee,
director,   or  executive   officer  have  been  granted  any  option  or  stock
appreciation  rights;  accordingly,  no tables  relating to such items have been
included within this Item.
<PAGE>

        Compensation of Directors.
        --------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services provided as a director. No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

        Employment Contracts and Termination of Employment and Change-in-Control
        Arrangements.
        ------------------------------------------------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his resignation,  retirement or other  termination of
employment with the Company,  any change in control of the Company,  or a change
in the person's responsibilities following a change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------
          The following table sets forth the share holdings of those persons who
own more than five percent of the Company's common stock as of the date hereof:

                           Number of Shares Percentage

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
LEONARD W. BURNINGHAM, ESQ.         205,000                     18%
SHARLENE T. DOOLIN                  180,000                     16%
MIKE J. DOOLIN                      100,000                     9%
DUANE S. JENSON                     125,000                     11%
QUAD D PARTNERSHIP*                 260,750                     23%

* Sharlene  Doolin may be deemed the  beneficial  owner of Quad D  Partnership's
shares, as she is the majority partner of Quad D Partnership; and the mother of
James P. Doolin and Alycia Anthony; also Michael J. Doolin is their father.

Security Ownership of Management.
---------------------------------

          The  following  table sets forth the share  holdings of the  Company's
directors and executive officers as of the date hereof:

                          Number of Shares       Percentage of

Name and Address         Beneficially Owned        of Class
----------------         ------------------      -------------
JAMES P. DOOLIN                 50,000                  4%
RICK R. ANTHONY                 25,000                  2%
ALYCIA C. ANTHONY               25,000                  2%

TOTAL OFFICERS & DIRECTORS      100,000                 9%

Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.


Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

     None; not applicable

Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number                             Description
-------                            -----------
<S>                                <C>
  27                                 Financial Data Schedule
</TABLE>

<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       WASATCH WEB ADVISORS, INC.



Date:01-31-01                          /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       WASATCH WEB ADVISORS, INC.



Date:01-31-01                          /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date:01-31-01                          /S/ALYCIA ANTHONY
                                       Alycia Anthony
                                       Secretary and Director